OMAP HOLDINGS INC, 10KSB, 1996-09-26

OMAP HOLDINGS INC
10KSB, 1996-09-26
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

Commission file number: 0-11734

OMAP HOLDINGS INCORPORATED
(Exact name of Registrant as specified in its Charter)

NEVADA 87-0548148
(State of Incorporation) (I.R.S. Employer Identification No.)

82-66 Austin Street Kew Gardens, New York 11415
(Address of Principal Executive Offices)
(801) 575-8073
(Registrant's Telephone Number, Including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE
SECURITIES EXCHANGE ACT OF 1934:

Title of Each Class Name of Each Stock Exchange on Which Registered
Common Stock, Par Value $0.001 Per Share None

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES NO X

The aggregate market value of the voting stock held by non-affiliates of
the Registrant at September 13, 1996 was approximately $4,096,092.

The number of shares of Registrant's Common Stock outstanding on
September 13, 1996 was 23,875,351.

The Registrant's total revenues for the year ended December 31, 1995, were
$-0--
<PAGE>
TABLE OF CONTENTS

PART I

ITEM 1. DESCRIPTION OF BUSINESS................................................3

ITEM 2. DESCRIPTION OF PROPERTY................................................8

ITEM 3. LEGAL PROCEEDINGS......................................................8

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....................8

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............. 9

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............10

ITEM 7. FINANCIAL STATEMENTS.................................................13

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS........................14

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT....................14

ITEM 10. EXECUTIVE COMPENSATION...............................................15

ITEM 11. SECURITY OWNERSHIP OF BENEFICIAL OWNERS..............................16

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................18

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.....................................19

SIGNATURES.............................................................20

INDEX TO EXHIBITS......................................................21
<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Business Development

OMAP Holdings Incorporated, a Nevada corporation (the "Company"), has
executive offices at 82-66 Austin Street, Kew Gardens, New York 11415. Prior to
October 23, 1995, the Company was known as Logos International Inc. The Company
was incorporated in Nevada on November 6, 1981 under the name Logos Scientific
Inc. Until 1991, the Company sold and distributed medical diagnostic equipment
through its Volu-Sol division. The Company sold that division in December 1991.
Since 1991, the Company's primary business focus has been acquiring, managing
and liquidating undervalued businesses and assets. As discussed herein, the
Company has acquired and disposed of several assets outside the ordinary course
of business since 1993.

On April 1, 1993, the Company agreed to purchase 770,844 shares of
Class A and 883,859 shares of Class B common stock in Transcisco Industries,
Inc. from Mark Hungerford. Mr. Hungerford, a director of Transcisco, agreed to
sell these shares and stock in other corporations under his control for $100,000
and other consideration. The Company, however, ultimately acquired only 100,000
shares of Class B common stock of Transcisco. The Company and Transcisco
rescinded the remainder of the agreement due to unforeseen events and the
Company's inability to obtain financing necessary to pay the full purchase
price.

During the 1993 fiscal year, the Company acquired and sold assets
through several transactions it entered with The Canton Industrial Corporation
("CIC"), a Nevada corporation (n/k/a CyberAmerica Corporation). CIC, through its
wholly-owned subsidiary Canton Financial Services Corporation ("CFS"), has been
a financial consultant to the Company since June of 1994. CFS provides the
Company with professional consulting services, shareholder relations work and
office space. CFS has also assisted the Company in finding new business
opportunities, including the search for viable merger and acquisition
candidates. Richard Surber, who served as the Company's director and president
at the time that these transactions took place, is the chief executive officer,
president and a director of CIC, and is the president and a director of CFS.
Accordingly, many of the transactions below may not have been negotiated at
arm's length. For more information on Mr. Surber and the Company's transactions
in which Mr. Surber may have had an indirect material interest, see "Item 12 -
Certain Relationships and Related Transactions."

On June 18, 1993 and pursuant to a Stock Exchange Agreement, the
Company issued 200,000 restricted shares of its common stock, par value $0.001
("Common Stock"), to CIC in exchange for 30,000 shares of CIC's restricted
common stock. Pursuant to a subsequent Stock Purchase Agreement signed with CIC
on September 30, 1993, the Company issued 4,000,000 shares of restricted Common
Stock and delivered a $1,000,000 promissory note ("Logos Note") to CIC in
exchange for debentures issued by Impact Investments, Inc.
(the "Impact Debentures") having a face value of $2,000,000.

The Company acquired the Impact Debentures with the intention of
exchanging them for shares of common stock in Nona Morelli's II, Inc. Pursuant
to that objective, the Company entered into an Exchange Agreement with Nona
Morelli's II on September 29, 1993. Through that Agreement, the Company
transferred the Impact Debentures in exchange for shares of Nona Morelli's
restricted common stock and pre-World War II German government bearer bonds.
These bonds had no book value and were subsequently transferred to CIC for
services rendered to the Company.

By means of a December 30, 1993 contract, CIC released the Company from
all of its obligations under the Logos Note and transferred 217,750 shares of
Common Stock, owned by CIC, to the Company. In consideration of this release and
transfer, the Company agreed to transfer to CIC all shares of Nona Morelli's II,
Inc. and Vantage Controls, Inc. then held by the Company and all outstanding
shares of TAC, Inc. At that time TAC was a wholly owned subsidiary of the
Company and its only operating subsidiary.
<PAGE>
During the 1994 fiscal year, the Company continued to liquidate its
non-productive assets in an effort to decrease its long term debt. On September
26, 1994, the Company entered into an Assumption of Promissory Notes Agreement
with CFS. Under the terms of that Agreement, the Company transferred 100,000
shares of Transcisco Industries, Inc. Class B common stock and 40,000 shares of
Profiteer Financial, Inc. common stock to CFS. CFS also received 600,000 shares
of Basic Natural Resources, Inc., 325,214 shares of Air Vegas, Inc., 1,000,000
shares of Hull Enterprises, Inc. and 500 shares of Applied Technology, Inc. As
consideration, CFS assumed payment on two promissory notes, each with a face
value of $50,000, previously executed by the Company in favor of Barbara Winkler
and Larry Henin.

On September 27, 1994, the Company entered into a Debt Settlement
Agreement with A-Z Professional Consultants, Inc., a Utah corporation ("A-Z").
A-Z is a consulting firm retained by the Company pursuant to a renewable
Consulting Agreement. Richard Surber is also the president and sole director of
A-Z. Pursuant to the Debt Settlement Agreement, the Company transferred 30,000
shares of CIC's common stock, then owned by the Company, to A-Z as payment of
$10,312 toward the debt owed to A-Z by the Company for consulting services
previously rendered. For more information on A-Z, see "Item 12 - Certain
Relationships and Related Transactions."

Pursuant to a September 29, 1994 Acquisition Agreement, the Company
sold all shares and assets of its subsidiary Aaccurate Custom Automotive Body &
Paint, Inc. to Panorama International Corporation, a Utah corporation whose
president and director was then Richard Surber ("PIC"). On the same day and
through a similar agreement, the Company transferred to PIC 100% of the
outstanding shares of the following companies: Associated Trades, Inc.,
Associated Trades Printing and Publishing, Inc., Autotow Inc., Eagle Gate Art
and Frame Galleries, Inc., GLI Industries, Inc., Oxford House, Inc., and
Universal Auto Care Clinic Corporation.

By the end of September 1994, the Company had disposed of nearly all
its assets. Its primary emphasis then shifted to finding a suitable merger or
acquisition partner. CFS was retained to assist the Company in locating
appropriate opportunities for merger and/or acquisition. As consideration for
these services, the Company transferred, conveyed, and assigned to CIC 100% of
the issued and outstanding shares of two of the Company's subsidiaries, American
Autocomputers, Inc. and Corporate Staffing Solutions, Inc. These shares were
transferred to CIC via an Acquisition Agreement on September 29, 1994. The
Company and CIC also signed a Debt Settlement Agreement, effective September 22,
1994, pursuant to which the Company transferred ownership of certain office
equipment, 10,000 shares of the common stock of Applied Technology, Inc., eleven
original Sky Jones paintings and 40,363 restricted shares of the Company's
Common Stock to CIC as payment for a $186,382 debt owed to CIC by the Company.

With the assistance of CFS, the Company found a suitable acquisition
candidate on October 23, 1995. On that date, the Company acquired all
outstanding shares of OMAP International Incorporated, a closely-held Nevada
corporation ("OII"). OII was acquired pursuant to a Stock Exchange Agreement
(the "OMAP Agreement") by and between the Company, OII, and OII's shareholders.
According to the OMAP Agreement, the Company received all 13,014,144 issued and
outstanding shares of common stock in OII, making OII its wholly-owned
subsidiary. As consideration, the Company issued a corresponding amount of
Common Stock, restricted pursuant to Rule 144 under the Securities Act of 1933
("Rule 144"), to the shareholders of OII. OII owned patents related to a
collating device which sorts and assembles flat sheets of paper. These patents
are registered in the Luxembourg and European patent offices. At the time that
the OMAP Agreement was signed, OII had not paid for these patents and owed a
$1,200,000 debt to the developer of the patents. The Company (here referring to
OMAP Holdings Incorporated) later settled this debt through the issuance of
400,000 shares of its Common Stock to the developer of the patents. As a result
of this transaction, OII now owes the Company $1,200,000 in intercompany debt.

OII also owned all of the outstanding capital stock of a Belgian
research and development company called OMAP SA, which has since filed for
bankruptcy protection in Belgium. At the time of the OMAP Agreement, it was
represented to the Company that OMAP SA owned prototypes for collators which it
had developed. Since that time, the Company has received conflicting reports
regarding the extent of the assets owned by OMAP SA at the time the OMAP
Agreement was consummated. The Company is currently investigating whether or not
OMAP SA owned any assets at the time it was indirectly acquired by the Company
(through the Company's acquisition of OII). If the Company ultimately determines
that there was no value in OMAP SA, the Company will seek to rescind the OMAP
Agreement, at least as it pertains to the acquisition of OMAP SA. Any rescission
ultimately effected by the Company will likely result in the cancellation of
7,500,000 shares of the Company's (OMAP Holdings) Common Stock, 6,500,000 of
which was issued to the Company's largest shareholder, ADS Group, Ltd., and
1,000,000 of which were issued to the Company's president, James Tilton. The
Company has attributed no value to OMAP SA in the financial statements attached
hereto.
<PAGE>
The three individuals who collectively owned, directly or indirectly,
100% of OII's outstanding common stock prior to the OMAP Agreement were Aster De
Schrijver, James Tilton and Jane Zheng. Pursuant to the OMAP Agreement, the
Company issued 10,253,568 shares of Common Stock to ADS Group, Ltd., an Isle of
Man corporation whose primary shareholder is Aster De Schrijver, 1,577,472
shares of Common Stock to Jane Zheng, 552,115 shares of Common Stock to ZJ,
Inc., a Delaware corporation whose sole director and shareholder is Jane Zheng,
and 630,989 shares of Common Stock to ATJ, Inc., a Delaware corporation whose
sole director and shareholder is James Tilton. Once the OMAP Agreement was
consummated, De Schrijver, Zheng and Tilton were appointed as officers and
directors of the Company. James Tilton and Jane Zheng are husband and wife.

On October 23, 1995, a 51% majority of the Company's shareholders
authorized and ratified the OMAP Agreement by written resolution promulgated in
lieu of a shareholder meeting. Through that consent, a majority of the Company's
shareholders also authorized the Company to change its name from Logos
International to OMAP Holdings Incorporated, ratified the appointment of a new
board of directors and consented to an increase in the number of authorized
shares of Common Stock from 10 million to 100 million. For more information on
the shareholder resolution, see "Item 4 - Submission of Matters to a Vote of
Security Holders" and "Item 6 Management's Discussion and Analysis of Plan of
Operation."

The Company made a second major acquisition on December 15, 1995. On
that date, the Company signed an Agreement for Acquisition of Assets with Mr.
Otto Barenthin, a citizen and resident of Germany (the "Barenthin Agreement").
Through the Barenthin Agreement, the Company acquired technology and proprietary
information necessary to manufacture and develop collators and related paper
processing devices. The information acquired from Barenthin includes complete
technology, drawings, production know-how, and trade names. In exchange for this
technology, the Company was obligated to issue Mr. Barenthin $1,000,000 worth of
restricted Common Stock, valued for purposes of the Barenthin Agreement at $3
per share. Mr. Barenthin was issued 333,334 shares of Common Stock, all of which
were restricted pursuant to Rule 144.

The third material 1995 acquisition occurred on December 15, 1995 when the
Company acquired 100% of the outstanding shares of Establissements R. Kohl, a
French corporation with principal offices in Calais, France ("Kohl"). Kohl, now
the Company's subsidiary, develops and manufactures paper handling products,
lighting equipment and electronic heating devices.(1) The Company purchased Kohl
through a Contract of Transfer and Exchange of Shares (the "Kohl Contract") it
signed with Jacky Caille and Maurice Van Gysel on December 15, 1995. Prior to
the execution of the Kohl Contract, Caille and Van Gysel owned or controlled all
shares of Kohl's outstanding capital stock.

______________________________

(1)Under French corporate law, a corporation such as Kohl must maintain at
least seven shareholders. Accordingly, six individuals, includeing two of the
Comapny's directors, were each issued one share of Kohl's stock. The Company
owns the remaining 4,356 shares of Kohl (99.86%). Each individual executed the
equivalent of a written proxy, giving the Company (OMAP Holdings) the power to
vote on behalf of the record shareholders. The Company, then either owns or has
voting control over every outstanding share of Kohl's capital stock.
<PAGE>
In return for Kohl's shares, the Company transferred $3,000,000 in cash
and Common Stock to Caille and Van Gysel. The Kohl Contract obligated the
Company to issue a quantity of shares of Common Stock equaling $2,000,000, as
determined by calculating the closing bid price for free trading shares of the
Company's Common Stock on December 5, 1995. Based on a closing bid price of
$3.50 per share, the Company issued a total of 571,429 shares of Common Stock to
Caille, Van Gysel and designees specified by Caille and Van Gysel. The stock
issued was restricted pursuant to Rule 144. The Company also paid Caille and Van
Gysel $1,000,000 by means of bank drafts, $500,000 of which was paid in December
1995 and $500,000 of which was paid in March 1996. Finally, the Company made a
$200,000 loan, evidenced by a promissory note, to Kohl. The cash used to finance
the acquisition was derived from the sale of the Company's Common Stock.

The assets acquired by the purchase of Kohl's shares include land,
equipment, and a manufacturing plant located in Calais, France. For more
information on Kohl's manufacturing plant, see "Item 2 - Description of
Property." Kohl also owns the patent rights to and prototypes for a portable
vending machine which prepares and dispenses french fries.

On December 20, 1995, the Company entered Stock Exchange Agreements
with three public companies: BRIA Communications Corporation, a New Jersey
corporation ("BRIA"), Tianrong Building Material Holdings, Ltd., a Utah
corporation ("TBMH"), and Eurotronics Holdings, Inc., a Utah corporation
("Eurotronics"). At the time of these transactions, James Tilton, Aster De
Schrijver and Jane Zheng were officers and directors of the Company. Tilton, De
Schrijver, and Zheng were also officers and directors for BRIA, TBMH, and
Eurotronics. Accordingly, these Agreements were not negotiated at arm's length,
although the Company believes that they were valued and executed pursuant to
acceptable business practices. For more information on the directors and the
Stock Exchange Agreements, see "Item 12 - Certain Relationships and Related
Transactions" and "Item 9 - Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act."

The purpose of each Stock Exchange Agreement was to transfer, in a
tax-free exchange, $300,000 worth of the Company's Common Stock to BRIA, TBMH
and Eurotronics in exchange for $300,000 worth of common stock in each of the
three companies. All stock transferred pursuant to these Agreements was
restricted pursuant to Rule 144. The Company issued 70,588 shares of Common
Stock, valued at $4.25 per share, to BRIA in exchange for 370,370 shares BRIA's
common stock, valued at $0.81 per share. The Company issued 70,588 shares of
Common Stock, valued at $4.25 per share, to TBMH in exchange for 319,149 shares
of TBMH's common stock, valued at $0.94 per share. Finally, the Company issued
70,588 shares of Common Stock, valued at $4.25 per share, to Eurotronics in
exchange for 566,038 shares of Eurotronics' common stock, valued at $0.53 per
share.

While the stock acquired pursuant to the three Stock Exchange
Agreements was valued at $300,000 for purposes of these transactions, all shares
that were acquired and issued by the Company were restricted. Moreover, neither
the Company, BRIA, TBMH, nor Eurotronics have securities which are heavily
traded on any stock market. Accordingly, for purposes of its audited financial
statements the Company has booked the BRIA common stock acquired through the
Exchange Agreement at $114,815, the TBMH common stock at $100,000, and the
Eurotronics common stock at $101,887.

The Company also made subsequent cash purchases of the common stock of
both Eurotronics and BRIA. On December 20, 1995, the Company acquired 111,111
shares of Eurotronics' common stock in exchange for $20,000 in cash, or $0.18
per share. Accordingly, the Company owns a total of 677,149 shares of
Eurotronics' common stock, which have been booked at $121,887 on the Company's
financial statements. On December 21, 1995, the Company acquired 290,323 shares
of BRIA's common stock in exchange for $90,000 in cash, or $.31 per share.
Accordingly, the Company owns a total of 660,693 shares of BRIA's common stock,
which have been booked at $204,815 on the Company's financial statements.
<PAGE>
Business of Issuer

As a result of the 1995 acquisitions described above, the Company's
principal business is the manufacture and distribution of several industrial and
consumer products. All products are produced by the Company's subsidiary, Kohl,
in Kohl's French manufacturing plant. Kohl's plant employs 32 full time workers,
all of whom are "at-will" employees. All the raw materials used to manufacture
products in the Kohl plant are obtained from suppliers located within a
50-kilometer radius.

The first major product built and marketed by Kohl is a line of office
equipment that collates and staples unsorted copies of documents. Kohl
manufactures three different models of collators which vary as to quality and
price. Each model of collator implements one or more patented methods of
transferring and assembling flat sheets of paper. The patents used to
manufacture Kohl's collators are those which were obtained through the Company's
acquisition of OII. The patents, which are valid in Canada, the United States,
and eleven European countries, are used in connection with the technology
acquired from Barenthin.

The Company has been producing and selling collators since January 1,
1996. To date, the Company has marketed all its collators through fifteen
distributors located in both Europe and the United States. All of these
distributors were previously customers of Otto Barenthin. The Company's primary
competitors in the sale of collators are CP Bourg, a Belgian manufacturer,
Duplo, a Japanese manufacturer, and Horizon, another Japanese producer of
collators. The Company intends to increase both the number of units it produces
and the number of markets in which its collators are sold in an effort to
compete with the larger competitors in this industry.

Kohl's second major product division consists of a variety of portable
electric heating equipment designed for commercial use. These were the primary
products manufactured by Kohl prior to its acquisition by the Company. All
heaters manufactured by Kohl are sold exclusively to APPLIMO SA, a French
company. Kohl is bound to this exclusive marketing arrangement pursuant to a
non-competition warranty agreement it entered when Maurice Van Gysel and Jacky
Caille purchased Kohl from Jean Claude Teurquetil and Rene Teurquetil. The
Teurquetils, the prior owners of Kohl, obtained the non-competition warranty in
exchange for allowing Kohl to use technology required in the manufacture of
heating products. The non-competition warranty is of unlimited duration and
binds the Company as a result of the Company's purchase of Kohl from Van Gysel
and Caille.

Kohl also continues to produce lighting fixtures and parts used in the
manufacture of lighting equipment, products Kohl built and sold before it was
acquired by the Company. Kohl sells finished light fixtures to several existing
corporate customers. Kohl also acts as a subcontractor, manufacturing customized
parts for other lighting equipment manufacturers. The largest customers of this
division of Kohl are NTS, France, a French manufacturer of conveyor belts, and
Philips, France, the French division of the lighting and electrical equipment
manufacturer.

The final major product manufactured and developed at the Kohl plant
are portable food vending machines. Kohl produces a sandwich vending machine and
is developing another machine that cooks and dispenses french fries. The french
fry machine is protected by patents owned by Kohl. The Company has produced a
prototype of the machine and is currently modifying the design to increase its
capacity and decrease its overall size. The Company has not yet begun to
manufacture this product, but is attempting to negotiate distribution contracts
with potential wholesalers. Once perfected, this vending machine will be
marketed worldwide.

The Company itself does not have any full or part time employees, aside
from its officers and directors. In conducting its business, the Company relies
on the services of its financial consultant, CFS (see above). CFS provides the
Company with business consulting services, including assistance in raising
capital, assistance in finding new business opportunities, and assistance with
public and investor relations. CFS has served as a consultant to the Company
since 1994 and was last retained pursuant to an April 1, 1996 Consulting
Agreement. According to the Consulting Agreement, the Company pays CFS a monthly
fee of $20,000 or, if higher, the fee for services actually rendered to the
Company during the month as determined by a predetermined billing schedule. The
Company can pay the consulting fee either in cash or through the issuance of
restricted shares of its Common Stock. For purposes of the Consulting Agreement,
restricted shares of the Company's Common stock are valued at the lower of one
half the closing bid price of the Company's free trading Common Stock on the
last day of the month in which services were provided or one half the closing
bid price of the Company's free trading Common Stock on the day when the shares
are actually authorized for issuance.
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY

The Company, through its subsidiary Establissements R. Kohl ("Kohl"),
owns a manufacturing plant which is located in Calais, France and employs 32
full time workers. The Company uses the plant to manufacture and develop
collators, heating and lighting equipment, and vending machines. The plant also
houses Kohl's principle business offices. The plant is 100,000 square feet and
located approximately 10 miles away from the city center. It houses overhead
cranes, puncher presses, advanced robotics, painting facilities, and all the
other equipment necessary for the Company's manufacturing business.

Kohl acquired the plant and the land upon which the plant is built
through a subsidy granted by the French Government. Kohl received 100% ownership
of the plant in exchange for one French Franc. As a result of the Company's
(here referring to OMAP Holdings) acquisition of Kohl, the building and land
were revalued to the fair market value of U.S. $2,018,036, as established by the
appraisal of an independent French appraisal firm. Neither Kohl nor the Company
has encumbered the manufacturing plant since the plant was acquired. Kohl,
therefore, owns 100% of the plant free and clear of all mortgages, liens, and
other encumbrances.

ITEM 3. LEGAL PROCEEDINGS

V.K. Holdings, Inc. ("VK") sued the Company (Case Number
93-05193-00-0-G) on September 7, 1993 in the 319TH Judicial District Court of
Nueces County, Corpus Christi, Texas. VK alleges fraud, violation of securities
laws, and other related causes of action. Also named defendants in the suit are
Chad Burnett, Richard Surber and Kenneth R. O'Neal in their capacities as
officers and directors of the Company in November 1992, the time when the
alleged fraudulent acts took place. Based on preliminary investigation,
management believes that VK's allegations are false and unfounded. It further
believes that VK's pleadings fail to specify the acts or omissions upon which
the cause of action is premised. The Company and VK have initiated discussions
in pursuit of a settlement, but no material steps toward a settlement have been
concluded. The Court has set a trial date for January 1998.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

As described in "Item 1 - Description of Business," the Company entered
a Stock Exchange Agreement with OMAP International, Incorporated ("OII") dated
October 23, 1995 (the "OMAP Agreement"). Pursuant to the OMAP Agreement, the
Company acquired all 13,014,144 issued and outstanding common shares of OII,
making OII its wholly owned subsidiary. In exchange, the Company issued a
corresponding number of restricted shares of Common Stock to OII.

The OMAP Agreement was approved by a majority of the Company's
disinterested shareholders through a Resolution to Action Without a Meeting
signed by the shareholders (the "Resolution") and dated October 23, 1995. The
Resolution was signed in lieu of a shareholder meeting and executed pursuant to
Nevada Revised Statutes Section 78.320 which provides that any action required
or permitted to be taken at a meeting of shareholders may be taken without a
meeting if a written consent setting forth the actions to be taken is signed by
a majority of shareholders. Of the then-outstanding 1,838,744 Common Shares,
938,844 (a 51% majority) signed the Resolution.

In addition to approving the OMAP Agreement, the shareholders took
several other actions by means of the Resolution. The shareholders voted to
amend the Company's Articles of Incorporation by changing the Company's name
from Logos International Inc. to OMAP Holdings Incorporated and by increasing
the number of authorized shares of Common Stock from 10 million to 100 million.
Finally, the shareholders ratified the appointment of James Tilton, Aster De
Schrijver and Jane Zheng as the Company's directors. For more information on the
new directors, see "Item 9 - Directors, Executive Officers, Promoters and
Control Persons; Compliance With Section 16(a) of the Exchange Act."

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The following table sets forth the prices of the Common Stock on the
OTC Bulletin Board for each quarter during fiscal years 1994 and 1995 and for
the first and second quarters of the 1996 fiscal year. The National Association
of Securities Dealers was the source of the information provided herein. These
over-the-counter market quotations are based on inter-dealer bid prices, without
markup, markdown, or commission, and may not necessarily represent actual
transactions.
<TABLE>
<CAPTION>
QUARTER HIGH LOW
<S> <C> <C>
Quarter Ended June 30, 1996 .... $ 3.37 $ 0.50
Quarter Ended March 31, 1996 ... $ 5.00 $ 2.50
Quarter Ended December 31, 1995 $ 5.00 $ 0.01
Quarter Ended September 30, 1995 $ 0.02 $ 0.00
Quarter Ended June 30, 1995 .... $ 0.04 $ 0.01
Quarter Ended March 31, 1995 ... $ 0.11 $ 0.01
Quarter Ended December 31, 1994 $ 2.50 $ 0.50
Quarter Ended September 30, 1994 $ 2.50 $ 2.00
Quarter Ended June 30, 1994 .... $ 0.00 $ 0.00
Quarter Ended March 31, 1994 ... $ 0.00 $ 0.00
</TABLE>

Shareholders

There were approximately 232 record holders of Common Stock as of
September 13, 1996 holding a total of 23,875,351 outstanding shares of Common
Stock.

Dividends

The Company has never declared a cash dividend on its Common Stock and
does not anticipate doing so in the near future. The future payment of
dividends, if any, on the Common Stock is within the discretion of the board of
directors and will depend on the Company's earnings, capital requirements,
financial condition, and other relevant factors.
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

As used herein, the term "Company" refers to OMAP Holdings Incorporated
and its subsidiaries and predecessors, unless the context indicates otherwise.
Prior to the last quarter of 1991, the Company's primary business was the sale
and distribution of medical and laboratory diagnostic equipment. In December
1991, the Company sold off its medical supplies division and underwent a change
of control. Under the direction of new management, the Company's objective was
directed toward acquiring operating subsidiaries in an effort to generate
revenues and maintain the Company as a viable concern. The Company's focus was
to acquire financially distressed companies and restructure them in an attempt
to make their business profitable. The Company also vigorously searched for
undervalued assets to acquire and later liquidate at a profit. The Company
generally issued equity in exchange for the businesses or assets that it
acquired.

During the first quarter of 1992, the Company began to acquire operating
companies. During the course of 1992, it acquired Associated Trades, Inc. and
its subsidiaries, including: Oxford House, Inc., GLI Industries, Inc., Eagle
Gate Art & Frame Galleries, Inc., Associated Trades Printing & Publishing, Inc.,
and Aaccurate Custom Body & Paint, Inc. The Company also acquired Universal Auto
Care Clinic Corporation, Tony's Towing & Recovery, Inc., TAC, Inc., American
Auto Computers, Inc. and Corporate Staffing Solutions, Inc.

Due primarily to undercapitalization, the Company's efforts to
successfully restructure its subsidiaries failed. In the last quarter of 1993,
the Company began to divest its interest in several unprofitable businesses and
all subsidiaries were either sold or closed by December 31, 1993. Because of
these actions, inter-period comparability of operating results and financial
condition has been affected. After 1993, the Company focused its efforts on
liquidating its remaining assets and resolving existing and potential
liabilities. Since the Company no longer had any operating subsidiaries,
management began searching for an attractive merger or acquisition partner. The
Company retained the services of several financial consultants, who actively
searched for a merger candidate on the Company's behalf. Since the Company had
no income from operations, and therefore poor cash flow, management engaged in a
variety of exchange agreements and asset liquidations to compensate the
consultants who were willing to accept equity as compensation.

The search for a suitable acquisition candidate ended on October 23, 1995.
On that date, the Company acquired all outstanding shares of OMAP International
Incorporated, a Nevada corporation ("OII"). OII was acquired pursuant to a Stock
Exchange Agreement by and between the Company, OII, and OII's shareholders (the
"OMAP Agreement"). The primary asset obtained through the OMAP Agreement were
patents related to a paper processing device which picks up and assembles flat
sheets. The patents are registered in 11 European countries and the Company has
booked the patents at $1,200,000 on its balance sheet. OII incurred a $1,200,000
debt payable to the seller of the patents in exchange for the patent rights.
This debt was ultimately settled by the Company's (OMAP Holdings) November 9,
1995 issuance of 400,000 restricted shares of Common Stock to Guy Martin, the
individual who sold the patents to OII.

OII also owned all of the outstanding capital stock of a Belgian research
and development company called OMAP SA, which has since filed for bankruptcy
protection in Belgium. At the time of the OMAP Agreement, it was represented to
the Company that OMAP SA owned prototypes for collators which it had developed.
Since that time, the Company has received conflicting reports regarding the
extent of the assets owned by OMAP SA at the time the OMAP Agreement was
consummated. The Company is currently investigating whether or not OMAP SA owned
any assets at the time it was indirectly acquired by the Company (through the
Company's acquisition of OII). If the Company ultimately determines that there
was no value in OMAP SA, the Company will seek to rescind the OMAP Agreement, at
least as it pertains to the acquisition of OMAP SA. Any rescission ultimately
effected by the Company will result in the cancellation of 7,500,000 shares of
the Company's Common Stock, 6,500,000 of which was issued to the Company's
largest shareholder, ADS Group, Ltd., and 1,000,000 of which were issued to the
Company's president, James Tilton.
<PAGE>
The Company intends that any future rescission of the OMAP Agreement will
only apply to the portions of the Agreement which relate to the transfer of OMAP
SA. OMAP SA has no current operations and the Company has already valued OMAP SA
at $0 based on the bankruptcy case that was filed in Belgium. Accordingly, the
Company anticipates that any potential rescission will not have a material
effect upon the operations of the Company.

The OMAP Agreement resulted in a change of Company control. On October 23,
1995, Richard Surber, then the Company's president, secretary, and director, and
Dr. Gerald Curtis, another director, appointed Aster De Schrijver, James Tilton,
and Jane Zheng as additional Company directors. Mr. Surber and Dr. Curtis then
resigned from their respective positions. Aster De Schrijver was appointed
chairman of the board, James Tilton was appointed president, chief executive
officer, and treasurer, and Jane Zheng was appointed secretary. The three new
directors owned 100% of the outstanding shares of OII and obtained 87.6% of the
Company's Common Stock as a result of the OMAP Agreement, although this
ownership interest has been reduced by the subsequent issuance of additional
Common Stock to unrelated parties. Neither Mr. Surber nor Dr. Curtis had any
disagreements with the Company at the time of their respective resignations. The
change in management reflected the change in ownership of the Company's capital
stock.

Under management of the new control group, the Company shifted its focus
toward developing the patents it had acquired through OII. In furtherance of
that objective, the Company acquired technology and proprietary information
related to the manufacture of collators and related paper processing devices.
This information was obtained through a December 15, 1995 contract with Mr. Otto
Barenthin. Barenthin, who prior to his involvement with the Company designed and
produced collators for a Japanese equipment manufacturer, provided the Company
with all his technology, know-how, drawings, customer lists, and equipment
related to the manufacture of collators. In exchange for the technology, the
Company issued Barenthin 333,334 shares of Common Stock valued at $1,000,000.

On December 15, 1995, the Company also acquired 99.86% of the outstanding
shares of Establissements R. Kohl, a French manufacturing company ("Kohl"). Kohl
was acquired pursuant to a Contract for the Exchange of Shares entered by and
between the Company, Kohl, and Kohl's two shareholders, Jacky Caille and Maurice
Van Gysel. As consideration for Kohl's shares, the Company issued 571,429 shares
of restricted Common Stock to Caille and Van Gysel and paid them $1,000,000 in
the form of bank drafts, half of which was paid in December 1995 and half of
which was paid in March 1996. The Company also made a $200,000 work in progress
loan to Kohl. The loan was evidenced by an unsecured promissory note with an 8%
interest rate payable in one lump sum on April 30, 2000. The cash used to
finance the transaction was derived from the Company's sale of Common Stock.
Caille and Van Gysel remained with Kohl as both directors and general managers.
For more information on Caille and Van Gysel, see the paragraphs below.

Prior to its acquisition by the Company, Kohl principally produced
electric heaters and lighting devises. Its primary asset is a 100,000 square
foot manufacturing plant located in Calais France with 32 full time employees.
The Company acquired Kohl because management believes Kohl's production plant
and skilled workforce provide the Company with an ideal opportunity to operate a
successful manufacturing business.

As a result of the acquisitions made during 1995, the Company's primary
business is the manufacture of industrial and consumer products through its
subsidiary, Kohl. The Company has conducted its manufacturing operations since
January 1996, and unaudited Proforma Statements of Operations for Kohl and OMAP
Holdings are provided in "Item 7 - Financial Statements." Implementing the
Barenthin technology and OII patents, Kohl now produces a line of devices that
collate, staple, and stitch documents. The collators are marketed through 15
American and European distributors who were previously customers of Mr.
Barenthin. Management intends to increase the production of collators as a
percentage of its operations in order to obtain a larger market share in
collator sales industry.

The Company, through Kohl, continues to manufacture the electric heaters
and related lighting equipment that were the focal points of its business prior
to acquisition by the Company. The heaters are portable devices that are sold as
finished products. They are sold exclusively to APPLIMO SA, a French
corporation, pursuant to an exclusive marketing agreement entered by and between
Kohl and APPLIMO SA. The lighting equipment consists of both finished products
and parts used by general contractors to produce lighting fixtures.
<PAGE>
Kohl also produces an assortment of vending machines which it distributes
to its business clients. The Company is currently developing a new product that
cooks and dispenses french fries. This is a portable, self-contained device that
prepares and distributes individual servings of french fries. Kohl has produced
a prototype french fry machine and is now attempting to refine that model to
increase its capacity and decrease its overall size.

The Company, through Kohl, holds the exclusive patent rights to the french
fry machine. Management feels that there is a large potential market for this
product and is hopeful about its future prospects. While the french fry machine
has not yet been sold to the public, the Company is attempting to negotiate
distribution contracts with potential wholesalers. Management intends to market
this product worldwide as soon as the machine's design is perfected.

On April 1, 1996, Jacky Caille and Maurice Van Gysel resigned as directors
of Kohl. These resignations were the result of a dispute between these former
directors and the Company concerning the payments due to Caille and Van Gysel
under the December 15, 1995 Agreement by which the Company acquired Kohl. Caille
and Van Gysel claimed that they were promised registered and not restricted
shares of Common Stock. They also expressed general dissatisfaction with the
past management decisions of Kohl, but did not cite any specific disagreements
with the Company or its board of directors. Caille and Van Gysel did, however,
remain with Kohl as general managers of operations.

On May 7, 1996, Caille and Van Gysel were terminated from their respective
positions as general managers by Kohl's board of directors. Caille and Van Gysel
were the former owners of Kohl and have a considerable amount of combined
experience with the operations of that manufacturing plant. Georges d'Humieres
replaced Caille and Van Gysel as the general manager of Kohl. Mr. d'Humieres was
appointed to this position because of his financing experience and his
connections within France. However, Mr. d'Humieres lacks the manufacturing
experience and knowledge of Kohl's operations possessed by his predecessors.
Accordingly, the termination of Caille and Van Gysel may have a material impact
on the operations of Kohl.

Results of Operations

The Company generated no operating revenues for 1995 or 1994. This is due
to the fact that the Company devoted all its efforts to disposing of
unprofitable subsidiaries and locating suitable merger/acquisition partners
during 1994. In 1995, the Company continued to actively search for acquisition
opportunities until December 15, 1995, when it acquired Kohl; however, since
Kohl had a minimum level of operations from December 15, 1995 to December 31,
1995 due to the holidays, results of operations for Kohl were not incorporated
in the Consolidated Statements of Operations for the year ended December 31,
1995. Consequently, the Company showed no operating revenues for either 1994 or
1995. Note 8 to the Consolidated Financial Statements presents the Proforma
Statements of Operations as if the acquisition had been effective January 1,
1994 and 1995. For additional information on Kohl, see "Item 1 Description of
Business."

Depreciation and amortization expenses increased to $4,168 in 1995 from $0
in 1994. In 1994, the Company had no fixed or intangible assets and therefore no
depreciation or amortization expenses. The $4,168 for 1995 represents the
amortization on the technology and proprietary information that the Company
acquired from Otto Barenthin. See "Item 1 - Description of Business" for
additional information on the acquisition.

Selling, general and administrative expenses for 1995 were $653,424
compared to $151,429 for 1994. The increase is attributable to the Company's
expenses incurred related to the acquisition of subsidiaries and assets. For
additional information on these transactions, see "Item 1 - Description of
Business."
<PAGE>
Income (loss) before disposition of subsidiaries was $(652,508) for 1995
and $24,623 for 1994. The loss in 1995 was, again, due primarily to the
Company's expenses associated with various acquisitions. In 1994, on the other
hand, the Company realized gain on sale of investments for $157,018, which
resulted in income before disposition of subsidiaries.

The Company realized gain from disposition of subsidiaries in the amount
of $1,503,072 in 1994 compared to $0 for 1995. During 1994, the Company
liquidated the remainder of its subsidiaries and many assets were liquidated at
prices above the original costs.

The Company had a net loss of $652,508 compared to net income of
$1,527,695 for 1994. The comparison of net income (loss) figures is essentially
irrelevant since the Company had no significant operations in 1994 and 1995 and
net income for 1994 mostly stemmed from extraordinary items.

Capital Resources and Liquidity

During 1994 and 1995, the Company settled a portion of its existing
liabilities by issuing stock to pay its creditors as well as consultants and
other professionals for various services rendered.

At the end of 1994, the Company had negative working capital of $52,412.
On December 31, 1995, the Company's working capital deficiency was $149,668. The
increase in deficiency is attributable to the Company's purchase of Kohl, which
had a net working capital deficiency on December 31, 1995.

Net stockholders' deficit in the Company was $52,412 at the end of 1994.
At the end of 1995, however, the Company had a net stockholders' equity of
$5,305,072. One reason behind the increase is that the Company acquired several
patents totaling $2,200,000 by issuing 733,334 shares of its Common Stock. The
purchase of Kohl also contributed to this increase since Kohl had a net
stockholders' equity of $2,649,309.

On January 9, 1996, the Company entered into a one-year Offshore
Consulting and Securities Subscription Agreement with various foreign
consultants (the "Consulting Agreement"). Pursuant to the Consulting Agreement,
the consultants are to introduce the Company to foreign investors, who can
provide the Company with needed working capital. On March 12, 1996, pursuant to
the Consulting Agreement, the Company authorized the issuance of 112,000
restricted shares of its Common Stock to the consultants for services provided.
The restricted shares are valued at $189,000 based on 50% of the average bid and
ask prices on March 12, 1996.

Between January and April 1996, the Company issued Common Stock to 10
foreign investors. These investors collectively purchased 5,500,000 shares of
the Company's Common Stock issued pursuant to Regulation S of the Securities Act
of 1933 for $660,000.

Foreign Currency Translation

Since Kohl is a French company whose financial statements must be
translated into U.S. Dollars to conform with the requirements of the Securities
and Exchange Commission, major changes in the currency exchange rate between
French Francs and U.S. Dollars may have a significant impact on operations of
the Company. Although the Company does not anticipate the currency exchange rate
to be significantly different over the next 12 months, no such assurances can be
given.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the audited financial statements attached hereto and numbered F-1
through F-21.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC.
AND SUBSIDIARIES)

Consolidated Financial Statements

December 31, 1995
<PAGE>
C O N T E N T S

Independent Auditors' Report.............................................. F - 3

Consolidated Balance Sheet ............................................... F - 4

Consolidated Statements of Operations .................................... F - 6

Consolidated Statements of Stockholders' Equity (Deficit) ................ F - 7

Consolidated Statements of Cash Flows..................................... F - 8

Notes to the Consolidated Financial Statements............................ F -10

<PAGE>
INDEPENDENT AUDITORS' REPORT

Board of Directors
OMAP Holdings Incorporated and Subsidiaries
(Formerly Logos International, Inc. and Subsidiaries)
Salt Lake City, Utah

We have audited the accompanying consolidated balance sheet of OMAP Holdings
Incorporated and Subsidiaries (formerly Logos International, Inc. and
Subsidiaries) as of December 31, 1995 and the related consolidated statements of
operations, stockholders' equity (deficit) and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of OMAP
Holdings Incorporated and Subsidiaries (formerly Logos International, Inc. and
Subsidiaries) as of December 31, 1995 and the consolidated results of their
operations and their cash flows for the year then ended, in conformity with
generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 6 to the
consolidated financial statements, the Company has incurred significant losses
which have resulted in an accumulated deficit, raising substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 6. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Jones, Jensen & Company
September 4, 1996
<PAGE>

OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Consolidated Balance Sheet

ASSETS

<TABLE>
<CAPTION>
December 31,
1995

CURRENT ASSETS
<S> <C>
Cash and cash equivalents ................... $ 623,306
Accounts receivable - net (Note 1) .......... 1,043,012
Inventories (Note 2) ........................ 725,492
----------

Total Current Assets ..................... 2,391,810

PROPERTY AND EQUIPMENT - NET (Note 3) ......... 2,238,954
----------

OTHER ASSETS

Patents and related technology - net (Note 4) 2,170,833
Prepaid expenses ............................ 20,573
Goodwill (Note 1)............................ 597,678
Investment securities (Note 9) .............. 426,702
----------

Total Other Assets ....................... 3,215,786

TOTAL ASSETS ............................. $7,846,550
==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Consolidated Balance Sheet

LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

December 31,
1995

CURRENT LIABILITIES
<S> <C>
Accounts payable ...................................... $ 1,441,494
Notes payable - related-parties (Note 5) .............. 542,809
Accrued expenses ...................................... 108,388
Payroll taxes payable ................................. 448,787
----------

Total Current Liabilities .......................... 2,541,478
----------
Total Liabilities ................................. 2,541,478
----------
COMMITMENTS AND CONTINGENCIES (Note 12) ................ --
----------

STOCKHOLDERS' EQUITY

Common stock: 100,000,000 shares authorized
of $0.001 par value, 17,981,933 shares issued
and outstanding ...................................... 17,982
Additional paid-in capital ............................ 10,274,365
Currency translation adjustment ....................... 17,108
Accumulated deficit ................................... (5,004,383)
----------

Total Stockholders' Equity ........................ 5,305,072
----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........ $ 7,846,550
===========

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Consolidated Statements of Operations

For the Years Ended
December 31,
1995 1994
<S> <C> <C>

NET SALES ........................................ $ -- $ --

COST OF SALES .................................... -- --
----------- -----------

GROSS MARGIN ..................................... -- --

EXPENSES

Amortization expense ............................ 4,168 --
Selling, general and administrative expenses .... 653,424 151,429
----------- -----------

Total Expenses .............................. 657,592 151,429
----------- -----------

LOSS FROM OPERATIONS ............................. (657,592) (151,429)
----------- -----------

OTHER INCOME (EXPENSE)

Interest income ................................ 3,000 --
Interest expense ............................... (55) (10,379)
Dividend income ................................ 749 --
Gain on sale of investments .................... -- 157,018
Forgiveness of debt income ..................... 1,390 29,413
----------- -----------

Total Other Income (Expense) ................ 5,084 176,052
----------- -----------

INCOME (LOSS) BEFORE
DISCONTINUED OPERATIONS ......................... (652,508) 24,623
GAIN FROM DISPOSITION OF SUBSIDIARIES ............ -- 1,503,072
----------- -----------

NET INCOME (LOSS) ................................ $ (652,508) $ 1,527,695
=========== ===========

NET INCOME (LOSS) PER SHARE

Operating income ............................... $ (0.17) $ 0.04
Income from disposition of subsidiaries ........ -- 2.42
----------- -----------

Total Net Income (Loss) per share ........... $ (0.17) $ 2.46
=========== ===========

WEIGHTED AVERAGE NUMBER OF SHARES ................ 3,944,800 621,266
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Consolidated Statements of Stockholders' Equity (Deficit)
December 31, 1995 and 1994
<TABLE>
<CAPTION>

Total
Additional Currency Stockholders'
Common Stock Paid-in Translation Accumulated Equity
Shares Amount Capital Adjustment Deficit (Deficit)
<S> <C> <C> <C> <C> <C> <C>

Balance, December 31, 1993 .......... 621,033 $ 621 $ 6,783,572 $ -- $ (7,423,540) $ (639,347)

Common Stock issued for
debt related party valued
at $0.10 per share ................. 40,363 40 40,241 -- -- 40,281

Common Stock issued for debt
valued at $1.54 per share .......... 21,653 22 33,365 -- -- 33,387

Common Stock issued for services
valued at $0.83 per share .......... 145,000 145 119,880 -- -- 120,025

Cancellation of Common Stock ........ (2,580) (3) (25,797) -- -- (25,800)

Discontinued operations ............. -- -- (2,652,623) -- 1,543,970 (1,108,653)

Net income for the year ended
December 31, 1994 .................. -- -- -- -- 1,527,695 1,527,695
------------ ------------ ------------ ------------ ------------ ------------

Balance, December 31, 1994 .......... 825,469 825 4,298,638 -- (4,351,875) (52,412)

Common Stock issued for
services valued at an average
of $0.27 per share ................. 1,458,909 1,459 390,889 -- -- 392,348

Common Stock issued for patents
valued at $3.00 per share .......... 733,334 733 2,199,267 -- -- 2,200,000

Common Stock issued for investments
valued at $1.50 per share .......... 211,764 212 316,490 -- -- 316,702

Common Stock issued for investments
in subsidiaries valued at $0.15/share 13,585,573 13,586 1,999,428 -- -- 2,013,014

Common Stock issued for cash
valued at $0.85 per share .......... 1,266,984 1,267 1,069,733 -- -- 1,071,000

Cancellation of Common Stock ........ (100,100) (100) (80) -- -- (180)
Currency translation adjustment ..... -- -- -- 17,108 -- 17,108

Net loss for the year ended
December 31, 1995 .................. -- -- -- -- (652,508) (652,508)
------------ ------------ ------------ ------------ ------------ ------------

Balance, December 31, 1995 .......... 17,981,933 $ 17,982 $ 10,274,365 $ 17,108 $ (5,004,383) $ 5,305,072
============ ============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Consolidated Statements of Cash Flows

For the Years Ended
December 31,
1995 1994

CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>

Net Income (Loss) ................................................................ $ (652,508) $ 1,527,695
Adjustments to Reconcile Net Income (Loss) to
Net Cash Provided by Operating Activities:
Amortization expense ........................................................... 4,168 --
Gain on sale of investments .................................................... -- (169,173)
Gain on discontinued operations ................................................ -- (910,067)
Common stock issued for services ............................................... 392,166 167,893
Forgiveness of debt ............................................................ (1,390) (29,413)
Changes in Assets and Liabilities:
(Increase) decrease in accounts receivable ..................................... (623,104) --
(Increase) decrease in notes receivable ........................................ -- 93,569
(Increase) decrease in inventory ............................................... (725,492) --
(Increase) decrease in prepaid expenses ........................................ (20,573) --
Increase (decrease) in other assets ............................................ -- 25,800
Increase (decrease) in bank overdraft .......................................... -- (147)
Increase (decrease) in accounts payable
and accrued expenses .......................................................... 1,849,339 (533,897)
Increase (decrease) in notes payable - related parties ......................... 515,748 1,612
----------- -----------

Net Cash Provided by Operating Activities ...................................... 738,354 173,872
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of equipment ........................................................... (1,076,133) --
Purchase of investments ......................................................... (110,000) --
----------- -----------

Net Cash Used in Investing Activities ........................................... $(1,186,133) $ --
----------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Consolidated Statements of Cash Flows (Continued)

For the Years Ended
December 31,
1995 1994

CASH FLOWS FROM FINANCING ACTIVITIES:
<S> <C> <C>

Payments on notes receivable ....................................................... $ -- $ (173,787)
Common Stock issued for cash ....................................................... 1,071,000 --
---------- ----------

Net Cash Provided (Used) by Financing Activities ................................... 1,071,000 (173,787)
---------- ----------

NET INCREASE IN CASH ................................................................ 623,221 85

CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR ................................................................. 85 --
---------- ----------

CASH AND CASH EQUIVALENTS AT
END OF YEAR ....................................................................... $ 623,306 $ 85
========== ==========

SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES

CASH PAID FOR:
Interest ..................................................................... $ 55 $ 9,692
Income taxes ................................................................. $ -- $ --

NON-CASH FINANCING ACTIVITIES

Common stock issued for patents and related technology
(Note 7) ......................................................................... $2,200,000 $ --
Common stock issued for investments ............................................... $ 316,702 $ --
Common stock issued for acquisition of subsidiaries ............................... $2,013,014 $ --
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES

(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Organization

The consolidated financial statements include those of OMAP
Holdings Incorporated (formerly Logos International, Inc.) and its
wholly-owned subsidiaries OMAP International, Inc. (OII), OMAP S.A.
(OSA), and Establissements R. Kohl (Kohl). Collectively, they are
referred to herein as "the Company".

OMAP Holdings Incorporated was incorporated under the laws of the
State of Nevada on November 6, 1981 under the name of Logos
Scientific, Inc. to sell and distribute medical diagnostic
instruments and related supplies. Such operations of the Company
commenced in 1982 and continued through December, 1991 at which
time the operations were sold. On June 4, 1992, the Company changed
its name to Logos International, Inc. During 1992 and 1993, new
operations including those relating to art, printing, automotive,
computers and consulting were carried on through subsidiaries.
During 1993 all active operations were terminated. By the end of
1994 all of those subsidiaries were disposed of. The Company
changed its name to OMAP Holdings Incorporated on October 23, 1995.
During 1995, the Company acquired OII, OSA and Kohl. The Company is
currently engaged (through its subsidiaries) in investment
activities relating to the acquisition and production of technology
and the development of paper collators and other related industrial
items.

On November 7, 1995, the Company purchased OII by issuing
13,014,144 shares of Common Stock in exchange for 100% of the
issued and outstanding stock of OII. Prior to the acquisition, OMAP
S.A. was a wholly-owned subsidiary of OMAP International, Inc. The
purchase of OII resulted in the creation of goodwill of $80,540.

OMAP International, Inc. was incorporated under the laws of the
State of Nevada on August 30, 1995 for the purpose of acquiring
existing technology and patents relating to the development of
paper collators.

OMAP S.A. was incorporated on November 23, 1993 under the laws of
Belgium for the purpose of developing technology relating to the
construction of paper collators. OSA had substantially ceased
operations at the time of its acquisition by OII.

On December 15, 1995, the Company purchased R. Kohl for $3,000,000.
This $3,000,000 was paid by issuing 571,429 restricted shares of
the Company's Common Stock which was valued at $3.50 per share at
the time of issuance and by paying $1,000,000 in cash. The
acquisition resulted in the land and building being revalued to
their fair market value of $2,018,036. The purchase of Kohl
resulted in the creation of goodwill of $517,138.

Establissements R. Kohl was incorporated under the laws of France
on March 25, 1935. Kohl is in the business of manufacturing and
selling light fixtures, heaters and other products. In December
1995, Kohl began the production and sales of patented paper
collators. The assets of Kohl at December 31, 1995 were $4,609,593.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

b. Accounting Method

The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year
end.

c. Cash and Cash Equivalents

Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.

d. Net Income (Loss) Per Share

The computations of net income (loss) per share of Common Stock are
based on the weighted average number of shares outstanding at the
date of the consolidated financial statements.

e. Principles of Consolidation

The December 31, 1995 consolidated financial statements include
those of OMAP Holdings Incorporated and its wholly-owned
subsidiaries, OMAP International, Inc., OMAP S.A., and
Establissements R. Kohl. The consolidated statements of operations,
stockholders equity (deficit) and cash flows for 1994 include the
activities of the following subsidiaries which were disposed of in
1994: Eagle Gate Art and Frame Galleries, Inc., Associated Trades
Printing and Publishing, Inc., Universal Auto Care Clinic Corp.,
Tony's Automotive Towing and Recovery, Inc., Corporate Staffing
Solutions, Inc., Oxford House, Inc., Aaccurate Custom Automotive
Body and Paint, Inc., and Associated Trades, Inc. All significant
intercompany accounts and transactions have been eliminated.

Assets and liabilities of foreign operations are translated into
U.S. dollars at current, weighted-average and historical rates of
exchange. Gains or losses on such translations are reflected as
currency translation adjustments in stockholders' equity. Income
and expense accounts are translated into U.S. dollars at
weighted-average rates of exchange.

f. Inventories

Inventory supplies are stated at the lower of cost (computed on
weighted average basis) or market. The gross value of the inventory
includes the buying cost and the incidental expenses such as the
transportation costs of the buying department. The valuation
allowance of $444,931 for the inventory represents 100% of the
unsalable products (see Note 2).
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

g. Property and equipment

Property and equipment are stated at cost. Expenditures for small
tools, ordinary maintenance and repairs are charged to operations
as incurred. Major additions and improvements are capitalized.
Depreciation is computed using the straight-line and accelerated
methods over estimated useful lives as follows:

Machinery and equipment 5 to 7 years
Furniture and fixtures 5 to 7 years
Building 31 years

h. Accounts Receivable

Accounts receivable are recorded net of the allowance for doubtful
accounts of $53,000 as of December 31, 1995.

i. Goodwill

Goodwill consists of the excess of the purchase price over the fair
value of net assets of purchased subsidiaries and is amortized on
the straight-line method over a 5-year period.

The Company periodically reviews goodwill for impairment by
comparing undiscounted projected income over the remaining
amortization period for each acquired subsidiary to the unamortized
balance of goodwill for each subsidiary. No impairments have been
recorded.

j. Revenue Recognition

Revenue is recognized upon shipment of goods to the customer.

k. Recently Issued Accounting Standards

In March 1995, the Financial Accounting Standards Board issued a
new statement titled "Accounting for Impairment of Long-Lived
Assets." This new standard is effective for years beginning after
December 15, 1995 and would change the Company's method of
determining impairment of long-lived assets. Although the Company
has not performed a detailed analysis of the impact of this new
standard on the Company's financial statements, the Company does
not believe that adoption of the new standard will have a material
effect on the financial statements.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

k. Recently Issued Accounting Standards (Continued)

In October 1995, the Financial Accounting Standards Board issued a
new statement titled "Accounting for Stock-Based Compensation" .
This new standard is effective for fiscal years beginning after
December 15, 1995. The standard encourages, but does not require,
companies to recognize compensation expense for grants of stock,
stock options, and other equity instruments to employees based on
fair value. Companies that do not adopt the fair value accounting
rules must disclose the impact of adopting the new method in the
notes to the financial statements. Transactions in equity
instruments with non-employees for goods or services must be
accounted for on the fair value method. Although the Company has
not performed a detailed analysis of the impact of this new
standard on the Company's financial statements, the Company does
not believe that adoption of the new standard will have a material
effect on the financial statements.

l. Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

m. Concentrations of Risk

Foreign Currency Translation

Since Kohl is a French company whose financial statements must be
translated into U.S. Dollars to conform with the requirements of
the Securities and Exchange Commission, major changes in the
currency exchange rate between French Francs and U.S. Dollars may
have a significant impact on operations of the Company. Although
the Company does not anticipate the currency exchange rate to be
significantly different over the next 12 months, no such assurances
can be given.

Accounts Receivable

Credit losses, if any, have been provided for in the financial
statements and are based on management's expectations. The
Company's accounts receivable are subject to potential
concentrations of credit risk. The Company does not believe that it
is subject to any unusual, or significant risks in the normal
course of its business.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Customers

Suppliers

The Company, through Kohl, continues to purchase raw materials from
various suppliers. The Company does not believe that it is subject
to any unusual risks beyond the normal risks attendant to operating
its business.

Cash

Kohl had $581,562 of cash at December 31, 1995 in various French
Banks which are not subject to FDIC regulations.

NOTE 2 - INVENTORIES

Inventories at December 31, 1995 consisted of the following:

Raw materials $ 1,018,521
Work-in-process 4,529
Finished goods 147,373
-----------------

Total 1,170,423

Less valuation allowance (444,931)

Inventories - net $ 725,492
=================
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES

(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment at December 31, 1995 consisted of the
following:

Land $ 567,604
Buildings 1,754,074
Tools 1,500,514
Furniture and fixtures 181,327
-----------------

Total 4,003,519
Less accumulated depreciation (1,764,565)

Property and equipment - net $ 2,238,954
=================

The purchase of Kohl as described in Note 1 occurred on December
15, 1995 therefore no depreciation is reflected in the financial
statements for the year ended December 31, 1995.

NOTE 4 - PATENTS AND RELATED TECHNOLOGY

Patents and related technology at December 31, 1995 consisted of
the following:

Patents and related technology $ 2,200,000
Less accumulated amortization (29,167)
--------

Patents and related technology - net $ 2,170,833
=================

The patents and related technology are amortized over their useful
lives of 10 to 14 years. Amortization expense for the year ended
December 31, 1995 was $4,168.

NOTE 5 - NOTES PAYABLE - RELATED-PARTIES

Notes payable to related-parties at December 31, 1995 consisted of
the following:

Note payable to previous owners of Kohl,
unsecured, non-interest
bearing, due upon demand.
Repaid March 1996. ..............................$ 500,000

Note payable to shareholder/consultant,
unsecured, non-interest
bearing, due upon demand..................... 26,861

Note payable to shareholder, unsecured,
non-interest bearing,
due upon demand. ..................................... 15,948

Total related-party notes payable $ 542,809
= ========

Related parties have performed consulting services for the Company
during 1995 in the amount of $409,000. Based on the short-term
nature of the above notes payable, their book values are considered
to approximate their fair values.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES

(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994

NOTE 6 - GOING CONCERN

The Company's consolidated financial statements are prepared using
generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The
Company has historically incurred significant losses which have
resulted in an accumulated deficit of $5,004,383 at December 31,
1995 which raises substantial doubt about the Company's ability to
continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the
amount and classification of liabilities that might result from the
outcome of this uncertainty. It is the intent of management to
create additional selling avenues through the development and sales
of its patented paper collators and to rely upon additional equity
financing if required to sustain operations.

NOTE 7 - COMMON STOCK ISSUED FOR PATENTS AND RELATED TECHNOLOGY

On September 29, 1995, OMAP International, Inc. acquired the patent
to a paper collator by issuing 400,000 shares of the Company's
restricted common stock at $3.00 per share.

On December 15, 1995, the Company acquired the rights to technology
for a paper collator by issuing 333,334 shares of restricted common
stock at $3.00 per share.

NOTE 8 - PROFORMA COMBINED STATEMENTS OF OPERATIONS

The historical information contained herein has been combined on a
proforma basis. The purchase of Kohl as described in Note 1 was
effective December 15, 1995. The purchase has been presented as
though it was effective January 1, 1995 and 1994. All significant
accounting policies for Kohl are the same as the Company's as
defined in Note 1.
<PAGE>
<TABLE>
<CAPTION>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994

NOTE 8 - PROFORMA COMBINED STATEMENTS OF OPERATIONS (Continued)

No significant expenses or revenues were generated by OII after
November 7, 1995. Since OII was incorporated in 1995 and had no
significant operations in 1995, no proforma statements have been
provided for OII.

For the Year Ended December 31, 1995
OMAP Proforma
Holdings R. Kohl Combined
(Unaudited) (Unaudited)
<S> <C> <C> <C>
NET SALES ............. $ -- $ 6,156,259 $ 6,156,259
COST OF SALES ......... -- (4,542,321) (4,542,321)
----------- ----------- -----------
GROSS MARGIN .......... -- 1,613,938 1,613,938
EXPENSES .............. (657,592) (2,589,297) (3,246,889)
----------- ----------- -----------
LOSS FROM OPERATIONS .. (657,592) (975,359) (1,632,951)
OTHER INCOME(EXPENSE) 5,084 (51,330) (46,246)
----------- ----------- -----------

NET LOSS .............. $ (652,508) $(1,026,689) $(1,679,197)
=========== =========== ===========

NET LOSS PER SHARE .... $ (0.40)
===========
</TABLE>
<TABLE>
<CAPTION>

For the Year Ended December 31, 1994
OMAP Proforma
Holdings R. Kohl Combined
(Unaudited) (Unaudited)
<S> <C> <C> <C>

NET SALES ............................... $ -- $ 6,111,166 $ 6,111,166
COST OF SALES ........................... -- (4,261,583) (4,261,583)
----------- ----------- -----------
GROSS MARGIN ............................ -- 1,849,583 1,849,583
EXPENSES ................................ (151,429) (2,359,748) (2,511,177)
----------- ----------- -----------
LOSS FROM OPERATIONS .................... (151,429) (510,165) (661,594)
OTHER INCOME (EXPENSE) ................. 176,052 (175,870) 182
----------- ----------- -----------
NET INCOME (LOSS) BEFORE
DISCONTINUED OPERATIONS ................ 24,623 (686,035) (661,412)
INCOME FROM DISPOSITION
OF SUBSIDIARIES ........................ 1,503,072 -- 1,503,072
----------- ----------- -----------

NET INCOME (LOSS) ....................... $ 1,527,695 $ (686,035) $ 841,660
=========== =========== ===========

NET INCOME (LOSS) PER SHARE
Operating Income ...................... $ (0.67)
Income from disposition of subsidiaries 1.26
-----------

Total Net Income (Loss) Per share .. $ 0.59
=========== ===========
</TABLE>
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994

NOTE 9 - INVESTMENT SECURITIES

Investment securities at December 31, 1995 consisted of the
following restricted shares of public companies:

Number of Extended
Name of Company Shares Cost

Bria Communications Corporation 660,693 $ 204,815
Eurotronics Holdings, Inc. 677,149 121,887
Tianrong Building Material
Holdings LTD, Inc. 319,149 100,000
--------------- ---------------

Total 1,656,991 $ 426,702
=============== ===============

Cash and restricted shares of the Company's common stock were
exchanged for the above restricted shares. Three of the Company's
officers, directors, and shareholders are also officers,
directors, and shareholders of the three public companies noted
above.

Based on a review of the above public companies and the fact that
the restricted shares were acquired during December 1995, the
book values of the above investment securities are considered to
approximate their fair values.

NOTE 10 - INCOME TAXES

The Company accounts for income taxes under Statement of
Financial Accounting Standards No.109, "Accounting for Income
Taxes" (FAS 109), which requires use of the asset and liability
method for calculating deferred income taxes.

For federal income tax purposes, the Company has net operating
loss carryforwards of approximately $4,370,000 and net capital
loss carryforwards of approximately $2,890,000 at December 31,
1995. The net operating loss carryforwards will expire between
the years 2007 and 2010. The net capital loss carryforwards will
expire between the years 1997 and 1999. Use of these loss
carryforwards may be limited due to changes in ownership and
changes in the type of business operations.

Due to a history of losses, the Company's deferred tax asset has
been reserved 100%, thus resulting in a net deferred tax asset of
zero at December 31, 1995.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994

NOTE 11 - SIGNIFICANT EVENTS AND RELATED PARTY TRANSACTIONS

During 1994, the Company entered into several arrangements in an
effort to dispose of unprofitable subsidiaries and decrease
long-term debt. Some of these agreements involved the Canton
Industrial Corporation (CIC), and its subsidiary Canton Financial
Services (CFS), both of whom have served as financial consultants
to the Company. The Company's former president and director
during 1994 and part of 1995, was also president and director of
CIC.

The Company entered into a Debt Settlement Agreement, effective
September 22, 1994, pursuant to which the Company transferred
ownership of certain office equipment, investment securities,
paintings and restricted shares of the Company's Common Stock to
CIC as payment for $186,464 owed to CIC by the Company.

On September 26, 1994, the Company entered into an Assumption of
Promissory Notes Agreement with CFS. Under the terms of the
agreement, the Company transferred ownership of investment
securities to CFS as consideration for the assumption by CFS of
two promissory notes executed by the Company with Barbara Winkler
and Larry Henin as holders.

On September 27, 1994, the Company entered into a Debt Settlement
Agreement with A-Z Professional Consultants, Inc. (AZ) pursuant
to which the Company transferred 30,000 shares of CIC stock
(which the Company then owned) to AZ as payment of $10,312 toward
the debt owed to AZ by the Company. The Company's former
president was also president and director of AZ.

The Company entered into an Acquisition Agreement dated September
29, 1994 with Panorama Investment Company (PIC) whereby PIC
acquired all shares and assets of the Company's subsidiary
Aaccurate Custom Automotive Body & Paint, Inc. for ten dollars
and other consideration. The Company's former president was also
PIC's president.

On September 30, 1994, the Company entered an Acquisition
Agreement with PIC pursuant to which PIC acquired 100% of the
shares and assets of the Company's subsidiaries Associated
Trades, Inc., Associated Trades Printing and Publishing, Inc.,
AutoTow, Inc. (a.k.a. Tony's Automotive Towing & Recovery, Inc.),
Eagle Gate Art and Frame Galleries, Inc., GLI Industries, Inc.,
Oxford House, Inc. and Universal Auto Care Clinic Corp. for a
purchase price of ten dollars and other consideration.

On September 29, 1994, the Company and its subsidiary Corporate
Staffing Solutions, Inc. (CSS) entered an Acquisition Agreement
with CIC pursuant to which CIC acquired 100% of the shares of CSS
from the Company for a purchase price of ten dollars and other
consideration.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994

NOTE 11 - SIGNIFICANT EVENTS AND RELATED PARTY TRANSACTIONS (Continued)

On September 29, 1994, the Company and its subsidiary American
Autocomputers, Inc. (AAI) entered an Acquisition Agreement with
CIC pursuant to which CIC acquired 100% of the shares of AAI from
the Company for a purchase price of ten dollars and other
consideration.

NOTE 12 - CONTINGENT LIABILITIES

The Company may be liable for certain payroll and other taxes
relating to the disposition of its subsidiaries. The estimated
amount could be as much as $114,000 if the Company is forced to
pay the obligations of the subsidiaries which were disposed of in
1994.

In 1995, the Company acquired OMAP S.A. which the Company
believes had substantially ceased operations at the time of
acquisition. In February 1996, OMAP S.A. filed for bankruptcy.
Management believes that there are no claims from creditors which
are pending or threatened against OMAP S.A.; however, no
assurance can be made until the local Belgium authorities release
the Company from all claims.

NOTE 13 - SUBSEQUENT EVENTS

As of September 4, 1996, the president of the Company is engaged
in negotiations to rescind the agreement of acquisition of OSA by
OII. Rescission of this agreement would result in cancellation of
7,500,000 shares of common stock of which 6,500,000 are held by a
major shareholder and 1,000,000 shares are held by the president
of the Company and affiliated companies. No final determination
of the outcome of these negotiations can be made at this time.

On January 9, 1996, the Company entered into a one-year Offshore
Consulting and Securities Subscription Agreement with various
foreign consultants (the "Consulting Agreement"). Pursuant to the
Consulting Agreement, the consultants are to introduce the
Company to foreign inventors, who can provide the Company with
needed working capital. In exchange for the services rendered,
the consultants will receive restricted shares of the Company's
common stock.

Between January and April 1996, the consultants assisted the
Company in locating ten foreign investors. These investors
collectively purchased 5,500,000 shares of the Company's common
stock issued pursuant to Regulation S of the Securities Act of
1933 for $660,000. On March 12, 1996, pursuant to the Consulting
Agreement, the Company authorized the issuance of 112,000
restricted shares of its common stock to the consultants for
services provided. The restricted shares are valued at $189,000
based on 50% of the average bid and ask prices on March 12, 1996.
<PAGE>
OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES
(FORMERLY LOGOS INTERNATIONAL, INC. AND SUBSIDIARIES)
Notes to the Consolidated Financial Statements
December 31, 1995 and 1994

NOTE 13 - SUBSEQUENT EVENTS (Continued)

Since 1994, Canton Financial Services Corp. ("CFS") has provided
the Company with various business consulting services, including
assistance in raising capital, finding new business
opportunities, and preparing agreements, documents, and filings
required by the Securities and Exchange Commission. On April 1,
1996, the Company renewed its Consulting Agreement with CFS.
According to the Consulting Agreement, the Company pays CFS a
monthly fee of the greater of $20,000 or the actual fee for
services rendered by CFS's professional staff based on a
predetermined hourly rate. The Company has the option of paying
the consulting fee either in cash or through the issuance of
restricted shares of its Common Stock. For purposes of the
Consulting Agreement, restricted shares of the Company's Common
stock are valued at the lower of : (a) one half the closing bid
price of the Company's free trading common stock on the last day
of the month in which services were provided, or (b) one half the
closing bid price of the Company's free trading common stock on
the day when the shares are actually issued.
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On December 30, 1995, the Company received a notice of resignation from
its independent auditor Smith & Company. The Company filed a Form 8-K on January
5, 1996 to disclose this occurrence. There were no disagreements between the
Company and its auditor regarding accounting principles, financial statement
disclosure, or auditing scope either before or at the time of resignation. Smith
& Company resigned because, as a small accounting firm, it would have difficulty
auditing the Company's newly acquired foreign operations.

Smith & Company's reports on the financial statements for 1994
contained neither an adverse opinion nor a disclaimer of opinion. The reports
were also unmodified as to uncertainty, audit scope, and accounting principles.
However, the financial statements included in the Company's annual report on
Form 10-K for the year ended December 31, 1994 included a single sentence
expressing Smith & Company's doubt as the Company's ability to continue as a
going concern. This doubt was based on the Company's losses from operations and
its need for working capital.

On May 17, 1996, the Company retained Jones, Jensen & Company to audit
the Company's financial statements for the fiscal year ended December 31, 1995.
There were no consultations between the Company and the new auditor concerning
the application of accounting principles, disagreements with the former auditor,
or any of the other items specified in Item 304(a)(2) of Regulation S-B under
the Securities Exchange Act of 1934.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Name Age Position(s) and Office(s)

James Tilton 35 President, Chief Executive Officer
Treasurer, Director

Aster De Schrijver 53 Chairman of the Board, Director

Jane Zheng 33 Secretary, Director

James Tilton was appointed the Company's president, chief executive
officer, treasurer and one of its directors on October 23, 1995. Mr. Tilton has
extensive business and marketing experience in the Far East and has worked with
his wife, Jane Zheng, in partnership with the Metallic Building Company ("MBC"),
a subsidiary of NCI Building Systems, to market its pre-engineered building
materials in the People's Republic of China ("PRC") since 1992. For the last
five years and again with Jane Zheng, he has assisted Star Brite, a division of
Oceans Bio-Tech, in establishing a sales distribution system in PRC for its
chemical products. Mr. Tilton is also a director of Tianrong Building Material
Holdings, Ltd., a Utah corporation.

Aster De Schrijver was appointed chairman of the board and a director
of the Company on October 23, 1995. Mr. De Schrijver is a plastics engineer with
an MBA degree from the University of Antwerp, Belgium. He has over 15 years of
experience in polyurethane foams and worked in the development and technical
services departments at Shell and ICI Europe. He founded a polyurethane foam
company, PCO A.G. Switzerland, in 1976 and went on to represent Belgium on a
plastic technology exchange mission to China in 1982. Mr. De Schrijver is also a
director of Tianrong Building Material Holdings, Ltd., a Utah corporation. He is
the majority shareholder and president of ADS Group, Inc., an Isle of Man
corporation which owns a majority of the Company's Common Stock. For more
information on ADS Group, see "Item 11 - Security Ownership of Certain
Beneficial Owners and Management."
<PAGE>
Jane Zheng was appointed as secretary and a director of the Company on
October 23, 1995. Ms. Zheng has extensive business and marketing experience in
the Far East and has worked with her husband, James Tilton, in partnership with
the Metallic Building Company ("MBC"), a subsidiary of NCI Building Systems, to
market its pre-engineered building materials in the PRC since 1992. For the last
five years and again with James Tilton, Ms. Zheng has assisted Star Brite, a
division of Oceans Bio-Tech, in establishing a sales distribution system in
China for its chemical products. She received her engineering degree from
Shanghai University, in Shanghai, China. Ms. Zheng also has an MBA degree in
Finance from Adelphi University, New York, and serves as a director of Tianrong
Building Material Holdings, Ltd., a Utah corporation.

Compliance With Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the
Company, the Company is not aware of any person who, at any time during the
fiscal year ended December 31, 1995, was a director, officer, or beneficial
owner of more than ten percent of the Common Stock of the Company, and who
failed to file on a timely basis reports required by Section 16(a) of the
Securities Exchange Act of 1934 during such fiscal year other than those listed
below.

On October 23, 1995, Aster De Schrijver indirectly acquired 10,253,351
shares of Common Stock when ADS Group, Ltd., an entity controlled by Mr. De
Schrijver, acquired these shares. On the same day, Mr. De Schrijver was
appointed as a director of the Company. As a director, Mr. De Schrijver was
required to file a Form 3 disclosing ownership of these shares within 10 days of
this appointment. As the holder of more than 10% of the Company's Commmon Stock,
ADS Group was also required to file both Form 3 and a Schedule 13D within 10
days. Neither De Schrijver nor ADS has filed the aforementioned documents as of
the date of this filing, but both entities are now in the process of preparing
these documents.

On October 23, 1995, James Tilton indirectly acquired 630,989 shares of
Common Stock when ATJ, Inc., a Delaware corporation under the control of Mr.
Tilton, acquired these shares. On the same day, Mr. Tilton was appointed as the
Company's president, chief executive officer, treasurer and director. As an
officer and director of the Company, Mr. Tilton was required to file a Form 3
disclosing ownership of these shares within 10 days of this appointment. Mr.
Tilton has not filed a Form 3 as of the date of this filing, but is now in the
process of preparing this document.

On October 23, 1995, Jane Zheng, the Company issued 1,577,472 shares of
Common Stock to Jane Zheng and an additional 552,115 shares to ZJ, Inc., a
Delaware corporation owned and controlled by Ms. Zheng. On the same day, Ms.
Zheng was appointed as the Company's secretary and director. As an officer and
director of the Company, Ms. Zheng was required to file a Form 3 within 10 days
of this transaction. Ms. Zheng was also required to file a Schedule 13D since
the amount of Common Stock issued to Ms. Zheng exceeded 5% of the total then
outstanding. Ms. Zheng has not filed thses documents as of the date of this
filing, but is now in the process of preparing this document.
<PAGE>
<TABLE>
<CAPTION>
ITEM 10. EXECUTIVE COMPENSATION

The following table summarizes certain information concerning executive
compensation paid to or accrued by the Company's chief executive officer during
the Company's last three fiscal years. During this time no executive officer
earned or received annual compensation exceeding $100,000.

SUMMARY COMPENSATION TABLE

Annual Compensation Awards Long Term Compensation

Name and Principal Position Year Salary($) Bonus($) Other Restricted Options/ LTIP Other
Annual Stock SARs(#) Payout
Comp. Awards
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James Tilton .................... 1995 60,000 -0- -0- -0- -0- -0- -0-
President and Chief
Executive Officer

Richard Surber; ................. 1995 -0- -0- -0- -0- -0-
President and Chief ............. 1994 -0- -0- -0- -0- -0- -0- -0-
Executive Officer ............... 1993 11,670 -0- -0- 5,000 shrs -0- -0- -0-
</TABLE>

There are no standard arrangements pursuant to which the Company's
directors are compensated for services provided as directors. However, Aster De
Schrijver, the Company's chairman of the board of directors, receives an annual
fee for his services as both a director and the chairman of the board. This
compensation is paid pursuant to a October 23, 1995 Consulting Agreement. Under
the terms of the Consulting Agreement, Mr. De Schrijver receives an annual fee
of $70,000 for his services as chairman of the board of directors and an
additional $10,000 annual fee for his services as a director. The term of the
Consulting Agreement is one year. None of the Company's other directors receive
compensation for services performed as directors.

The Company has an Employment Agreement, effective October 23, 1995, with
James Tilton, its president and chief executive officer. Pursuant to the
Agreement, Mr. Tilton received an annual salary of $60,000, subject to periodic
review by the board of directors. The Company also pays the health insurance
premiums of Mr. Tilton and his dependents. The Agreement is for a term of one
year, and is automatically renewed at the expiration of that terms unless
canceled in writing at least 30 days prior to the end of the term. The Company
and Mr. Tilton may mutually agree to cancel the Employment Agreement at any
time.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information concerning the stock
ownership as of September 13, 1996 with respect to: (i) each person who is known
to the Company to beneficially own more than 5% of the Company's Common Stock;
(ii) all directors; and (iii) directors and executive officers as a group (the
notes below are necessary for a complete understanding of the figures):
<PAGE>
<TABLE>
<CAPTION>

Name and Address Amount and Nature of Percentage of
Title of Class Beneficial Owner Beneficial Ownership Class
<S> <C> <C> <C>
Common Stock Par Value ADS Group,Ltd. 10,253,568 42.9%
0.001 18 St. Georges Street
Douglas, Isle of Man IM11PC(2)

Common Stock Par Value Aster De Schrijver 10,253,568(3) 42.9%
0.001 18 St. Georges Street
Douglas, Isle of Man

Common Stock Par Value Jane Zheng 2,760,576(4) 11.6%
0.001 82-66 Austin Street
Kew Gardens, NY 11415

Common Stock Par Value James Tilton 2,760,576(5) 11.6%
0.001 82-66 Austin Street
Kew Gardens, NY 11415

Common Stock Par Value Directors and Officers as a Group 13,014,144 54.5%
0.001
</TABLE>

None of the directors and executive officers listed above has the right
to acquire any additional shares whether by options, warrants or otherwise.

Changes in Control

The Company underwent a change of control on October 23, 1995. On that
date, Richard Surber, then the Company's president, secretary, and director, and
Dr. Gerald Curtis, another director, appointed Aster De Schrijver, James Tilton,
and Jane Zheng as additional Company directors. Mr. Surber and Dr. Curtis then
resigned from their respective positions. The remaining directors appointed
Aster De Schrijver as chairman of the board, James Tilton as chief executive
officer, president, and treasurer, and Jane Zheng as secretary. Neither Mr.
Surber nor Dr. Curtis had any disagreements with the Company at the time of
their respective resignations. This change of control in the Company's
management coincided with a change in the ownership of the Company's capital
stock. The appointment of new directors was ratified by a majority of the
Company's outstanding shares. For more information on the Stock Exchange
Agreement which led to the change in control, see "Item 1 Description of
Business."

The Company knows of no arrangements which may result in a further
change of control in the Company.

_________________________________

(2)ADS Group, Ltd. is an Isle of Man corporation owned and controlled by
Mr. Deschrijver and members of his family. Mr. Deschrijver is the president,
chief executive officer and director of ADS Group.

(3)ADS, Ltd. is the record holder of these 10,253,568 shares. Since Mr.
Deschrijver is an officer, director and control person of ADS Group, he is
deemed to share in the voting and investment power of these shares.

(4)Ms. Zheng is the record holder of 1,577,472 of these shares.
Additionally, 552,115 shares are held by ZJ, Inc. a Deleware corporation, of
which Ms. Zheng is the sole officer, director and shareholder. An additional
630,989 shares of Common Stock are owned by James Tilton, the husband of Ms
Zheng. Ms. Zheng disclaims beneficial ownership of these latter 630,989 shares.

(5)ATJ, Inc., a Delaware corporation of which Mr. Tilton is the controlling
shareholder and director, is the beneficial owner of 630,989 shares of Common
Stock. An additional 2,129,587 shares are beneficially owned by Jane Zheng, the
wife of Mr. Tilton. Mr. Tilton disclaims beneficial ownership of these latter
2,129,587 shares.
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions Involving the Company and Richard Surber.

During the 1994 fiscal year, the Company entered into several
arrangements in an effort to dispose of unprofitable subsidiaries and decrease
long-term debt. Some of these agreements involved the Canton Industrial
Corporation, n/k/a CyberAmerica Corporation ("CIC"), and its subsidiary Canton
Financial Services Corporation ("CFS"), both of whom have served as financial
consultants to the Company throughout the last two fiscal years. Richard Surber,
who was the Company's President and Director during 1994 and 1995, is also
president and director of CIC. Therefore, the following agreements entered by
and between the Company, CIC, and CFS may not be considered arm's length
transactions.

Effective September 22, 1994, the Company entered into a Debt
Settlement Agreement pursuant to which it transferred ownership of certain
office equipment, 10,000 shares of Applied Technology, Inc., 11 original Sky
Jones paintings and 40,363 restricted Common Stock to CIC as payment for a
$186,382 debt owed by the Company.

On September 26, 1994, the Company entered into an Assumption of
Promissory Notes agreement with CFS. Under the terms of the Agreement, the
Company transferred 100,000 Class B common shares of Transcisco Industries, Inc.
and 40,000 shares of Profiteer Financial Corporation to CFS. The Company also
conveyed 600,000 shares of Basic Natural Resources, Inc., 325,214 shares of Air
Vegas, Inc., 1,000,000 shares of Hull Enterprises, Inc., and 500 shares of
Applied Technology, Inc. to CFS. As consideration, CFS assumed two promissory
notes, totaling $100,000, which had been executed by the Company in favor of
Barbara Winkler and Larry Henin in 1993.

The Company transferred all outstanding shares of two subsidiaries,
Corporate Staffing Solutions, Inc. and American Autocomputers, Inc. to CIC in
exchange for consulting services rendered. The transfers were executed through
two Acquisition Agreements dated September 29, 1994. In a separate transaction
consummated the same day, the Company transferred, assigned, and conveyed to CIC
all the Company's claims and interest arising from a law suit it previously
filed against OxyTrust I.U., Ltd., a British Virgin Island company, and several
named individuals. Pursuant to the assignment, CIC was substituted in place of
the Company as plaintiff in the action and CIC assumed any and all liability
potentially arising from a counterclaim.

Effective October 23, 1995, the Company executed a Stock Exchange
Agreement pursuant to which it acquired all outstanding shares of OMAP
International Incorporated, a Nevada corporation ("OII"). The Company had
discovered OII with the assistance of CIC and CFS. As consideration for services
rendered in connection with this acquisition and as a finder's fee for
introducing the Company to OII, the Company later issued CIC 88,546 restricted
shares of its Common Stock to CIC. Richard Surber was the Company's president
and director until October 23, 1995, which was also the effective date of the
Stock Exchange Agreement. On November 7, 1995, the Company's new board of
directors, all of whom were disinterested in the transaction, approved the
issuance of Common Stock to CIC. The shares of Common Stock issued to CIC were
valued at $9,740, as determined by calculating 50% of the average bid and ask
prices on the date of issuance.

During the past two fiscal years, Mr. Surber has also served as the
president and sole director of A-Z Professional Consultants, Inc., a Utah
corporation ("A-Z"). On September 27, 1994, the Company entered into a Debt
Settlement Agreement with A-Z pursuant to which the Company transferred 30,000
shares of common stock in CIC (which the Company then owned) to A-Z in full
payment of a $10,312 debt the Company owed to A-Z. This debt had accrued as the
result of consulting services that A-Z had performed for the Company. Since Mr.
Surber was an officer and director of both parties to the agreement, he may be
deemed to have an indirect material interest in the transaction.
<PAGE>
A-Z also served as a consultant to the Company with regard to the
acquisition of OII. As consideration for services rendered in connection with
this acquisition and as a finder's fee for introducing the Company to OII, the
Company later issued 377,730 restricted shares of Common Stock to A-Z and its
designees. Richard Surber was the Company's president and director until October
23, 1995, the effective date of the Stock Exchange Agreement. On November 7,
1995, the Company's new board of directors approved the issuance of Common Stock
to A-Z. The shares of Common Stock issued to A-Z and its designees were valued
at $41,550, as determined by calculating 50% of the average bid and ask prices
on the date of issuance.

Additionally, Surber was president and director of Panorama
International Corporation ("PIC"), a third company that transacted business with
the Company during 1994. Through an Acquisition Agreement dated September 29,
1994, the Company transferred all common shares of the Company's subsidiary
Aaccurate Custom Automotive, Body & Paint, Inc. to PIC. Pursuant to a second
Acquisition Agreement, dated September 30, 1994, the Company conveyed to PIC all
outstanding shares of the following subsidiaries then owned by the Company:
Associated Trades, Inc., Associate Trades Printing and Publishing, Inc.,
Autotow, Inc., Eagle Gate Art and Frame Galleries, Inc., G.I. Industries, Inc.,
Oxford House Inc., and Universal Auto Care Clinic Corporation. Because of
Surber's status as president and director of PIC, these Agreements may also be
considered interested transactions.

Transactions Involving the Company and Aster De Schrijver, James Tilton,
and Jane Zheng.

On December 20, 1995, the Company entered into separate Stock Exchange
Agreements with BRIA Communications Corporation, Tianrong Building Material
Holdings, Inc. ("TBMH") and Eurotronics Holdings, Inc. Pursuant to these
Agreements the Company acquired $300,000 of restricted common stock from each
company. In return, the Company issued each public entity $300,000 worth of
Common Stock. The terms of these agreements are set forth in "Item 1 -
Description of Business." James Tilton, Aster De Schrijver, and Jane Zheng were
the Company's officers and directors when these transactions occurred. At the
same time, Tilton, De Schrijver, and Zheng also served as officers and directors
of BRIA, TBMH, and Eurotronics. Accordingly, these Stock Exchange Agreements may
not have been negotiated at arm's length.

In its financial statements, the Company has booked the value of the
BRIA common stock at $114,814, the value of the TBMH common stock at $100,000,
and the value of the Eurotronics common stock at $101,886. The adjustment to the
value of these investment securities accounts for the fact that all shares
acquired by the Company through the three Stock Exchange Agreements were
restricted pursuant to Rule 144 under the Securities Act of 1933.

Subsequent to the Stock Exchange Agreements, the Company acquired
additional shares of common stock in BRIA and Eurotronics through cash
transactions. On December 31, 1995, the Company acquired 290,323 shares of
BRIA's common stock in exchange for $90,000, or $0.31 per share. On the same
day, the Company acquired 111,111 shares of Eurotronic's common stock in
exchange for $20,000, or $0.18 per share. The shares acquired through these cash
transactions were also restricted pursuant to Rule 144.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Index to Exhibits. Exhibits required to be attached by Item 601 of
Regulation S-B are listed in the Index to Exhibits beginning on page
21 of this Form 10-KSB, which is incorporated herein by this
reference.

(b) Reports on Form 8-K. The Company did not make any filings on Form 8-K
during the fourth quarter of the fiscal year ending June 30, 1995.
Subsequent to year end, the Company has filed two Current Reports on
Form 8-K. On January 4, 1996, the Company filed a Form 8-K disclosing
the resignation of its independent auditor, Smith & Company. On April
22, 1996, the Company filed a Form 8-K disclosing three acquisitions of
assets made by the Company, as well as the change of control in the
Company which occurred on October 23, 1996.
<PAGE>
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, this 24TH day of September 1996.

OMAP Holdings Incorporated

/s/ James Tilton
James Tilton, President

In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.

Signature Title Date
/s/ James Tilton President, Chief Executive Officer September 24, 1996
- --------------------- Treasurer and Director
James Tilton

/s/ Jane Zheng Secretary and Director September 24, 1996
- ----------------------
Jane Zheng
<PAGE>

- -------------------------------------------------------------------------------
INDEX TO EXHIBITS
- --------------------------------------------------------------------------------
EXHIBIT NO. PAGE NUMBER DESCRIPTION

25 The Company's Articles of Incorporation, as restated to
reflect the October 30 1995 Certificate of
Articles of Amendment to the Company's Articles of
Incorporation.

3(ii) 28 Certificate of Articles of Amendment to the Company's
Articles of Incorporation, 28 attached hereto as
Exhibit 3(ii).

3(iii)

* The Company's Bylaws, filed as Exhibit 3(b) to
Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1992.

4(i)

* Form of certificate evidencing shares of Common Stock,
filed as Exhibit 4 to * Registrant's Annual Report on
Form 10-KSB for the fiscal year ended December 31,
1992.

MATERIAL CONTRACTS

10(i)(a)

* Purchase Agreement between the Company, Aaccurate
Custom Automotive Body & Paint and Tony's Towing &
Recovery, dated July 28, 1992, filed as Exhibit 2(d) to
Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1992.

1 * Purchase Agreement between the Company and Transcisco
Industries, Inc., dated April 1, 1993, filed as an
Exhibit to Registrant's Form 10-KSB for the year ended
December 31, 1992.

10(i)(c)

** Exchange Agreement between the Company and The Canton
Industrial Corporation, dated June 18, 1993, filed as
Exhibit 10(i)(p) to Registrant's Annual Report on
Form 10-KSB for the fiscal year ended December 31,
1993.

10(i)(d) ** $100,000 Promissory Note issued by TAC, Inc. in favor
of Nona Morelli's II, Inc., dated August 16, 1993,
filed as Exhibit 10(i)(tt) to Registrant's Annual
Report for the fiscal year ended December 31, 1993.

10(i)(e) ** Exchange Agreement between the Company and Nona
Morrelli's II, Inc., dated September 29, 1993, filed as
Exhibit 10(i)(rr) to Registrant's Annual Report on
Form 10-KSB for the fiscal year ended December 31,
1993.

10(i)(f) ** Promissory Note and Stock Purchase Agreement between
the Company and The Canton Industrial Corporation,
dated September 30, 1993, filed as Exhibit 10(i)(qq) to
Registrant's Annual Report on Form 10-KSB for fiscal
year ended December 31, 1993.

10(i)(g) ** Agreement between the Company and The Canton Industrial
Corporation, dated December 30, 1993, filed as Exhibit
10(i)(vv) to Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1993.

10(i)(h) ** Release and Transfer Agreement between the Company and
The Canton Industrial Corporation, dated December 30,
1993, filed as Exhibit 10(i)(vv) to Registrant's
Annual Report on Form 10-KSB for the year ended
December 31, 1993.

10(i)(i) *** Consulting Agreement between the Company and Direct
Affect, Ltd. (U.K.), dated September 1, 1994, filed as
Exhibit 10(i)(o) to Registrant's Quarterly Report on
Form 10-QSB for the period ended September 30,
1994.

10(i)(j) *** Consulting Agreement between the Company and World
Financial Securities, Ltd., dated September 1, 1994,
filed as Exhibit 10(i)(n) to Registrant's Quarterly ***
Report on Form 10-QSB for the period ended September
30, 1994.

10(i)(k) *** Debt Settlement Agreement between the Company and The
Canton Industrial Corporation, dated September 22,
1994, filed as Exhibit 10(i)(f) to Registrant's
Quarterly Report on Form 10-QSB for the period ended
September 30, 1994.

10(i)(l) *** Assumption of Promissory Notes between the Company and
The Canton Industrial Corporation, dated September 26,
1994, filed as Exhibit 10(i)(e) to Registrant's
Quarterly Report on Form 10-QSB for the period ended
September 30, 1994.

10(i)(m) *** Debt Settlement Agreement between the Company and A-Z
Professional Consultants, Inc., dated September 27,
1994, filed as Exhibit 10(i)(g) to Registrant's
Quarterly Report on Form 10-QSB for the period ended
September 30, 1994.

10(i)(n) *** Acquisition Agreement between the Company, Aaccurate
Custom Automotive Body & Paint, Inc. and Panorama
International Corp., dated September 29, 1994, filed as
Exhibit 10(i)(a) to Registrant's Quarterly Report
on Form 10-QSB for the period ended September
30, 1994.

10(i)(o) *** Acquisition Agreement between the Company, The Canton
Industrial Corporation and American Autocomputers,
Inc., dated September 29, 1994, filed as Exhibit
10(i)(b) to Registrant's Quarterly Report on Form
10-QSB for the period ended September 30, 1994.

10(i)(p) *** Acquisition Agreement between the Company, Corporate
Staffing Solutions and The Canton Industrial
Corporation, dated September 29, 1994, filed as Exhibit
10(i)(c) to Registrant's Quarterly Report on Form
10-QSB for the period ended September 30, 1994.

10(i)(q) *** Acquisition Agreement between the Company and Aaccurate
Custom Automotive Body & Paint, Inc., dated September
30, 1994, filed as Exhibit 10(i)(d) to Registrant's
Quarterly Report on Form 10-QSB for the period ended
September 30, 1994.

10(i)(r) *** Acquisition Agreement between the Company and Panorama
International Corp., dated September 30, 1994, filed as
Exhibit 10(i)(d) to Registrant's Quarterly Report on
Form 10-QSB for the period ended September 30,
1994.

10(i)(s) **** Agreement and Plan of Exchange between the Company and
OMAP International Incorporated, dated October 23,
1995, filed as Exhibit 2(a) to Registrant's
Current Report on Form 8-K on April 22, 1996.

10(i)(t) **** Agreement for Acquisition of Assets between the Company
and Otto Barenthin, dated December 15, 1995, filed as
Exhibit 2(b) to Registrant's Current Report on Form
8-K on April 22, 1996.

10(i)(u) **** Contract of Transfer and Exchange of Shares between the
Company, Maurice Van Gysel and Jacky Caille, dated
December 15, 1995, filed as Exhibit 2(c) to
Registrant's Current Report on Form 8-K on April
22, 1996.

10(i)(v) 31 Stock Exchange Agreement between the Company and BRIA
Communications Corporation, dated December 20, 1995,
attached hereto as Exhibit 10(i)(v).

10(i)(w) 37 Stock Exchange Agreement between the Company and
Tianrong Building Material Holdings, Ltd., dated
December 20, 1995, attached hereto as Exhibit 10(i)(w).

10(i)(x) 44 Stock Exchange Agreement between the Company and
Eurotronics Holdings Incorporated, dated December
20, 1995, attached hereto as Exhibit 10(i)(x).

10(ii)(a) 51 Consulting Agreement between the Company and Aster De
Schrijver, dated October 23, 1995, attached hereto
as Exhibit 10(ii)(a).

10(ii)(b) 55 Employment Agreement between the Company and James
Tilton, dated October 23, 1995, attached hereto as
Exhibit 10(ii)(b).

10(ii)(c) 59 Employment Agreement between the Company and Jane
Zheng, dated October 23, 1995, attached hereto as
Exhibit 10(ii)(c)

* Incorporated herein by reference from the Company's Form 10-KSB for
fiscal year ended December 31, 1992.

** Incorporated herein by reference from the Company's Form 10-KSB for
fiscal year ended December 31, 1993.

*** Incorporated herein by reference from the Company's Form 10-QSB for
quarterly period ended September 30, 1994.

**** Incorporated herein by reference from the Company's Form 8-K filed
with the Commission on April 22, 1996.
<PAGE>

- -------------------------------------------------------------------------------
EXHIBIT 3(I)
- -------------------------------------------------------------------------------
<PAGE>
RESTATED
ARTICLES OF INCORPORATION OF
OMAP HOLDINGS INCORPORATED
A NEVADA CORPORATION

ARTICLE I

The name of the corporation shall be OMAP Holdings Incorporated.

ARTICLE II

The address of the corporation's principal office is 10 west 100 South,
Suite 710, Salt Lake City, Utah 84101.

ARTICLE III

The purposes for which the corporation is organized are to engage in
any activity of business not in conflict with the laws of the State of Nevada or
of the United States of America.

ARTICLE IV

The aggregate number of shares which this corporation shall have
authority to issue is One Hundred Million (100,000,000) shares of its capital
stock, which shall be designated as common voting stock, with a par value of
one-tenth of one cent ($.001) per share. Such shares and any other designations,
powers, rights, preferences, qualifications, restrictions, or limitations
thereon, may be issued by the corporation from time to time on such terms and
conditions and for such consideration as the board of directors may approve.
There shall be no preemptive rights.

ARTICLE V

The affairs of the corporation shall be governed by a Board of
Directors of not less than three (3) persons. The name and addresses of the
Directors are:

NAME ADDRESS

Kenneth O'Neal 17350 Tom Ball Parkway, Suite
Houston, Texas 77064

Richard Surber 10 West 100 South, Suite 710
Salt Lake City, Utah 84101

Ramon Smullin 10 West 100 South, Suite 710
Salt Lake City, Utah 84101
<PAGE>

ARTICLE VI

The capital stock of the corporation, after the amount of the
subscription price of par value has been paid in, shall not be subject to pay
debts of the corporation, and paid up stock and no stock issued as fully paid up
shall ever be assessable or assessed.

ARTICLE VII

The names and address of the incorporator of the corporation is as
follows:

NAME ADDRESS

George H. Geller 3919 Parkhaven Drive
Las Vegas, Nevada 89120

ARTICLE VIII

The period of existence of the corporation shall be perpetual.

ARTICLE IX

The initial Bylaws of the corporation shall be adopted by its Board of
Directors. The power to alter, amend, or repeal the Bylaws , or to adopt new
Bylaws, shall be vested in the Board of Directors, except as otherwise may be
specifically provided in the Bylaws.

ARTICLE X

Meetings of stockholders shall be held at such place within or without
the State of Nevada as may be provided by the Bylaws of the corporation. Special
meetings of the stockholders may be called by the President or any other
executive officer of the corporation, the Board of Directors, or any member
thereof, or by the record holder of holders of at least ten percent (10%) of all
shares entitled to vote at the meeting. Any actions otherwise required to be
taken at meeting of the stockholders except election of directors, may be taken
without a meeting if a consent in writing, setting for the action so taken,
shall be signed by stockholders having at least a majority of the voting power.

ARTICLE XI

No contracts or other transaction between the corporation and any other
corporation, whether or not a majority of the shares of the capital stock of
such corporation is owned by this corporation, and no act of this corporation
shall in any way be affected or invalidated by the fact that any of the
directions of this corporation, individually, or any firm of which such director
may be a member, may be a part to, or may be pecuniarily or otherwise interested
in any contract or transaction of the corporation; provided, however, that the
fact that he or such firm is so interested shall be disclosed or shall have been
known to the Board of Directors of this corporation, or a majority thereof; and
any such other corporation, or who is so interested, may be counted in
determining the existence of a quorum at any meeting of the Board of Directors
of this corporation that shall authorize such contract or transaction, any may
vote thereat to authorize such contract or transaction, with like force and
effect as if he were not such director of officer of such other corporation or
not so interested.
<PAGE>
- -------------------------------------------------------------------------------
EXHIBIT 3(ii)
- --------------------------------------------------------------------------------
<PAGE>

CERTIFICATE OF
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
LOGOS INTERNATIONAL, INC.
A NEVADA CORPORATION

Pursuant to the provisions set forth in Nevada Revised Statutes of the
State of Nevada, the undersigned corporation Logos International, Inc., hereby
adopts the following Articles of Amendment to its Articles of incorporation, as
set forth in this Certificate:

FIRST: The name of the corporation is Logos International, Inc.

SECOND: The following amendments to the articles of incorporation were
duly adopted by resolution by majority of the shareholders of the corporation
pursuant to Section 78.320 NRS:

ARTICLE I

The name of the corporation is changed to:

OMAP HOLDINGS INCORPORATED

ARTICLE IV

THIRD: The foregoing amendments to the Articles of Incorporation were
duly adopted by majority of the shareholders on the 23rd day of October, 1995,
in the manner prescribed by the above-referenced corporate laws of the state of
Nevada.

FOURTH: The number of shares of the corporation issued and outstanding
was 1,838,744, and the shares voting in favor of the foregoing amendments was
938,844, a majority of the common voting shares outstanding.

The undersigned officer of the corporation hereby certifies that he has
executed the foregoing certificate Amending the Articles of Incorporation, this
27th day of October, 1995.

President: /s/ Richard Surber Secretary: /s/ Richard Surber

State of Utah )
) ss.
County of Salt Lake )

On the 27th day of October, 1995, personally appeared before me the
above signed person, known to me to be the president and secretary, and the
above-named person whose name is subscripted to the foregoing Certificate
Amending Articles of Incorporation for the said corporation, and acknowledge to
me under oath that he executed the same.

/s/ Brandi Flinders
Brandi Flinders
Seal

The original of this document has a notarial seal from the notary
indicating the notary's address and the date her comission expires and has the
seal of the State of Utah.

My commission expires: June 7, 1999

<PAGE>
- --------------------------------------------------------------------------------
EXHIBIT 10(i)(v)
- --------------------------------------------------------------------------------
<PAGE>

STOCK EXCHANGE AGREEMENT

This Stock Exchange Agreement ("Agreement") is entered into this 20th
day of December, 1995, by and between the purchaser OMAP Holdings Incorporated,
("OMAP") a Nevada corporation, and seller, BRIA communications Corp., a New
Jersey corporation.
("BRIA").

WHEREAS, OMAP desires to acquire from BRIA approximately Three Hundred
Seventy Thousand, Three Hundred Seventy (370, 370) restricted shares of the
common stock of BRIA, in exchange for Seventy Thousand Five Hundred Eighty-eight
(70,588) shares of restricted shares of OMAP common stock.

NOW, THEREFORE, with the above being incorporated into and made a part
hereof, for the mutual consideration set out herein and, the receipt and
sufficiency of which is hereby acknowledge, the parties agree as follows:

1. Exchange. OMAP will, in tax free exchange, acquire from BRIA Three Hundred
Seventy Thousand, Three Hundred Seventy (370,370) restricted shares of the
common stock of BRIA, valued as of December 15, 1995 at $0.81 per share, in a
tax free exchange wherein BRIA shall acquire Seventy Thousand Five Hundred
Eighty-eight (70,588) shares of restricted shares of OMAP common stock, valued
as of December 15, 1995 at $4.25 per shares of restricted OMAP common stock.

2. Exchange of Shares. On or before the closing date, set herein to be
December 24, 1995, the above mentioned shares are to be exchanged.

3. Termination. This Agreement may be terminated at any time prior to the
Closing Date:

A. By BRIA or OMAP:

(1) If there shall be any actual or threatened action or
proceeding by or before any court or any other
governmental body which shall seek to restrain, prohibit,
or invalidate the transactions contemplated by this
Agreement and which, in the judgement of such Board of
Directors made in good faith, and based upon the advice of
legal counsel, makes it inadvisable to proceed with the
transactions contemplated by this Agreement; or

(2) If the Closing shall not have occurred prior to
December 29, 1995, or such later date as shall have been
approved by parties hereto, other than for reasons set
forth herein.

B. By BRIA:

(1) If OMAP shall fail to comply in any material respect
with any of its or their covenants or agreements
contained in this Agreement or if any of the
representations or warranties of BRIA continued herein
shall be inaccurate in any material respect: or

C. By OMAP:

(1) If BRIA shall fail to comply in any material respect
with any of its covenants or agreements contained in this
Agreement or if any of the representations or warranties
of BRIA contained herein shall be inaccurate in any
material respect:

In the event this Agreement is terminated pursuant to this Paragraph,
this Agreement shall be of no further force or effect, no obligation, right, or
liability shall arise hereunder, and each party shall bear its own costs
incurred in connection with negotiation, preparation, and execution of this
Agreement and the transactions herein contemplated.
<PAGE>
4. Representations and Warranties of BRIA. BRIA hereby represents and
warrants that effective this date and the Closing Date, the following
representations are true and correct:

A. Corporate Authority. BRIA has the full corporate
power and authority to enter into this Agreement and
to carry out the transaction contemplated by this
Agreement. The Board of Directors of OMAP has duly
authorized the execution, delivery, and performance
of this Agreement.

B. Financial Statements. The latest 10-Q report ("BRIA
Financial") have been given to OMAP prior to
closing.

C. No Conflict with Other Instruments. The execution of
this Agreement will not violate or breach any
document, instrument, agreement, contract, or
commitment material to the business of BRIA to which
BRIA is party and has been duly authorized by all
appropriate and necessary actions.

D. Information. The information concerning BRIA as set
forth in this Agreement and in the BRIA Financial is
complete and accurate in all material respects and
does not contain any untrue statement of a material
fact or omit to state a material fact required to
make the statements made in light of the
circumstances under which they were made not
misleading.

E. Deliverance of Shares. As of the Closing Date, the
BRIA Shares to be delivered to OMAP will be
restricted and constitute valid and legally issued
shares of BRIA, fully paid and non-assessable and
equivalent in all respects to all other issued and
outstanding shares of BRIA restricted stock.

F. No Conflict with Other Instruments. The execution of
this Agreement will not violate or breach any
document, instrument, agreement, contract, or
commitment material to BRIA.

G. Information. The information concerning BRIA and set
forth in this Agreement, is complete and accurate in
all material respects and does not contain any
untrue statement of a material fact or omit to state
a material fact required to make the statements
amend, in light of the circumstances under which
they were made, not misleading.

H. Restricted Shares. The Shares of OMAP common stock
which are being acquired are being acquired for
BRIA's own account and for investment and not with a
view to the public resale or distribution thereof.
BRIA will not sell, transfer or otherwise dispose of
the OMAP Shares except in compliance with the
Securities Act of 1933, as amended (the "Act"), and
is aware the OMAP Shares are "restricted securities"
as that term is defined in Rule 144 of the General
Rules and Regulations under the Act ("Rule 144").

BRIA acknowledges and understands that the OMAP Shares are
unregistered in reliance of Section 4(2) of the Act and
must be held indefinitely unless they are subsequently
registered under the Act or an exemption for such
registration is available.

BRIA is fully aware of the applicable limitation on the
resale of the OMAP Shares. These restrictions for the most
part are set forth in Rule 144. Rule 144 permits sales of
"restricted securities" upon compliance with the
requirements of such rule. If Rule 144 is available to
BRIA, BRIA may make only routine sales of securities in
limited amounts, in accordance with the terms and
conditions of that Rule.
<PAGE>
If a separate exemption form registration is available to
BRIA, such as Regulation S, BRIA shall only make sales in
accordance with the terms and conditions of that
regulation.

5. Representations and Warranties of OMAP.

OMAP hereby represents and warrants that effective this date and the Closing
Date, the following representations are true and correct:

A. Corporate Authority. OMAP has the full corporate
power and authority to enter into this Agreement and
to carry out the transaction contemplated by this
Agreement. The Board of Directors of OMAP has duly
authorized the execution, delivery, and performance
of this Agreement.

B. Financial Statements. The latest 10-Q report ("OMAP
Financial") have been given to BRIA prior to
closing.

C. No Conflict with Other Instruments. The execution of
this Agreement will not violate or breach any
document, instrument, agreement, contract, or
commitment material to the business of OMAP to which
OMAP is partly and has been duly authorized b all
appropriate and necessary actions.

D. Information. The information concerning OMAP as set
forth in this Agreement and in the OMAP Financial is
complete and accurate in all material respects and
does not contain any untrue statement of a material
fact or omit to state a material fact required to
make the statements made in light of the
circumstances under which they were made not
misleading.

E. Deliverance of Shares. As of the Closing Date, the
OMAP Shares to be delivered to BRIA will be
restricted and constitute valid and legally issued
shares of OMAP, fully paid and non-assessable and
equivalent in all respects to all other issued and
outstanding shares of OMAP restricted stock.

F. No Conflict with Other Instruments. The execution of
this Agreement will not violate or breach any
document, instrument, agreement, contract, or
commitment material to OMAP.

G. Information. The information concerning OMAP and set
forth in this Agreements complete and accurate in
all material respects and does not contain any
untrue statement of a material fact or omit to state
a material fact required to make the statements
amend, in light of the circumstances under which
they were made, not misleading.

H. Restricted Shares. The Shares of BRIA common stock
which are being acquired are being acquired for
OMAP's own account and for investment and not with a
view to the public resale or distribution thereof.
OMAP will not sell, transfer or otherwise dispose of
the BRIA Shares except in compliance with the
Securities Act of 1933, as amended (the "Act"), and
is aware the BRIA Shares are "restricted securities"
as that term is defined in Rule 144 of the General
Rules and Regulations under the Act ("Rule 144").

OMAP acknowledges and understands that the BRIA Shares
are unregistered in reliance of Section 4(2) of the
Act and must be held indefinitely unless they are
subsequently registered under the Act or an
exemption for such registration is available.

OMAP is fully aware of the applicable limitation on the
resale of the BRIA Shares. These restrictions for the most
part are set forth in Rule 144. Rule 144 permits sales of
"restricted securities" upon compliance with the
requirements of such rule. If Rule 144 is available to
OMAP, OMAP may make only routine sales of securities in
limited amounts, in accordance with the terms and
conditions of that Rule.

If a separate exemption form registration is available to
OMAP, such as Regulation S, OMAP shall only make sales in
accordance with the terms and conditions of that
regulation.
<PAGE>
6. Closing. The Closing as herein referred to shall occur upon such date
as the parties hereto may mutually agree upon, but is expected to be on or
before December 24, 1995.

At closing OMAP will deliver the OMAP Shares to BRIA, and BRIA shall
deliver the BRIA Shares to OMAP.

7. Conditions Precedent of BRIA to Effect Closing. All obligations of
BRIA under this Agreement are subject to fulfillment prior to or as of the
Closing Date, of each of the following conditions:

A. The representations and warranties by or on behalf of OMAP
contained in this Agreement or in any certificate or
documents delivered to BRIA pursuant to the provisions hereof
shall be true in all material respects at and as of the time
of Closing as though such representations and warranties were
make at and as of such time.

B. OMAP shall have performed and complied with all convents,
agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.

C. All instruments and documents delivered to BRIA pursuant to
the provisions hereof shall be reasonably satisfactory to
BRIA's legal counsel.

8. Conditions Precedent of OMAP to Effect Closing. All obligations of
OMAP under this Agreement are subject to fulfillment prior to or as of the date
of Closing, of each of the following conditions:

A. The representations and warranties by or on behalf of BRIA
contained in this Agreement, or in any certificate or
document delivered to OMAP pursuant to the provisions hereof
shall be true at and as of the time of closing as though such
representations and warranties were made at and as of such
time.

B. BRIA shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.

C. All instruments and documents delivered to OMAP pursuant to
the provisions hereof shall be reasonably satisfactory to
OMAP's legal counsel.

9. Damages and Limit of Liability. Each party shall be liable, for any material
breach of the representations, warranties and convents contained herein which
results in a failure to perform any obligations under this Agreement, but only
to the extent of the expenses incurred in connection with such breach or failure
to perform Agreement.

10. Nature and Survival of Representations and Warranties. All representations,
warranties, and covenants made by any party in this Agreement shall survive the
Closing hereunder. All of the parties hereto are executing and carrying out the
provisions of this Agreement in reliance solely on the representations,
warranties, and coveants and agreements contained in this Agreement or at the
Closing of the transactions herein provided for and not upon any investigation
upon which it might have made or any representations, warranty, agreement,
promise, or information, written or oral, made by the other party or any other
person other than as specifically set forth herein.
<PAGE>
11. Indemnification Procedure. If any claim is made by a party which would give
rise to a right of indemnification under this paragraph, the party seeking
indemnification (Indemnified Party) will promptly cause notice thereof to be
delivered to the party from whom indemnification is ought (Indemnifying Party).
The Indemnified Party will permit the Indemnifying Party to assume the defense
of any such claim or any litigation resulting from the claims. Counsel for the
Indemnifying Party which will conduct the defense must be approved by the
Indemnified Party (whose approval will not be unreasonably withheld), and the
Indemnified Party may participate in such defense at the expense of the
Indemnified Party. The Indemnifying Party will not, in the defense of any such
claim or litigation, consent to entry of any judgement or enter into any
settlement without the written consent of the Indemnified Party (which consent
will not be unreasonably withheld). The Indemnified Party will not, in
connection with any such claim or litigation, consent to entry of any judgement
or enter into any settlement without the written consent of the Indemnifying
Party (which consent will not be unreasonably withheld). The Indemnified Party
will cooperate fully with the Indemnifying Party and make available to

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

F. Governing Law. This Agreement was negotiated and is
being contracted for in the State of Utah, and
shall be governed by the laws of the State of Utah,
notwithstanding any conflict-of-law provision to
the contrary. Any suit, action or legal proceeding
arising from a related to this Agreement shall be
submitted for binding arbitration resolution to the
American Arbitration Association, in Salt Lake
City, Utah, pursuant to their Rules of Procedure or
any other mutually agreed upon arbitrator. The
parties agree to abide by decisions rendered as
final and binding, and each party irrevocably and
unconditionally consents to the in personam
jurisdiction of such Courts in such suit, action or
legal proceeding and waives any objection to the
laying of venue in, or the jurisdiction of, said
Courts.

G. Binding Effect. This Agreement shall be binding
upon the parties hereto and inure to the benefit of
the parties, their respective hers, administrators,
executors, successors, and assigns.

H. Entire Agreement. This Agreement contains the
entire agreement between the parties hereto and
supersedes any and all prior agreements,
arrangements, or understandings between the parties
relating to the subject matter hereof. No oral
understandings, statements, promises, or
inducements contrary to the terms of this Agreement
exist. No representations, warranties, covenants,
or conditions, express or implied, other than as
set forth herein, have been amend by any party.

I. Severability. If any part of this Agreement is
deemed to be unenforceable the balance of the
Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.

OMAP Holdings Incorporated

By: /s/ James Tilton

BRIA Communications Corp.

By: /s/ Richard Lifschutz

<PAGE>

- --------------------------------------------------------------------------------
EXHIBIT 10(i)(w)
- --------------------------------------------------------------------------------
<PAGE>
STOCK EXCHANGE AGREEMENT

This Stock Exchange Agreement ("Agreement") is entered into this 20th
day of December, 1995, by and between the purchaser Tianrong Building Material
Holdings Ltd. Inc., ("Tianrong") a Utah corporation, and seller, OMAP Holdings
Incorporated, A Nevada corporation. ("OMAP").

WHEREAS, Tianrong desires to acquire from OMAP approximately Seventy
Thousand, Five Hundred Eighty-eight (70,588) restricted shares of the common
stock of OMAP, in exchange for Three Hundred Nineteen Thousand One Hundred
Forty-Nine (319,149) shares of restricted shares of Tianrong common stock.

1. Exchange. Tianrong will, in a tax free exchange, acquire form OMAP Seventy
Thousand, Five Hundred Eighty-eighty (70,588) restricted shares of the common
stock of OMAP, valued as of December 15, 1995 at $4.25 per share, in a tax free
exchange of shares wherein OMAP shall acquire Three Hundred Nineteen Thousand
One Hundred forty-Nine (319,149) shares of restricted shares of Tianrong common
stock, valued as of December 15, 1995 at $0.94 per shareres of restricted
Tianrong common stock.

2. Exchange of Shares. On or before the closing date, set herein to be
December 24, 1995, the above mentioned shares shall be exchanged.

3. Termination. This Agreement may be terminated at any time prior to the
Closing Date:

A. By OMAP or Tianrong:

(1) If there shall be any actual or threatened action or
proceeding by or before any court or any other
governmental body which shall seek a restrain, prohibit,
or invalidate the transactions contemplated by this
Agreement and which, in the judgement of either Board of
Directors made in good faith, and based upon the advice of
legal counsel, makes it inadvisable to proceed with the
transactions contemplated by this Agreement; or

(2) If the Closing shall not have occurred prior to
December 29, 1995, or such later date as shall have been
approved by both parties hereto, other than for reasons
set forth herein.

B. By OMAP:

(1) If Tianrong shall fail to comply in any
material respect with any of its or their
covenants or agreements contained in this
Agreement or if any of the representations or
warranties of Tianrong contained herein shall be
inaccurate in any material respect; or

C. By Tianrong:

(1) If OMAP shall fail to comply in any material
respect with any of its convents or agreements contained
in this Agreement or if any of the representations or
warranties of OMAP contained herein shall be inaccurate in
any material respect;

In the event this Agreement is terminated pursuant to this Paragraph,
this Agreement shall be of no further force or effect, no obligation, right or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting, printing, and other costs incurred in connection with
negotiation, preparation, and execution of this Agreement and the Transactions
herein Contemplated.
<PAGE>
4. Representations and Warranties of OMAP. OMAP hereby represents and
warrants that effective this date and the Closing Date, the following
representations are true and correct: A. Corporate Authority. OMAP has the full
corporate power and authority to enter into this Agreement and to carry out the
transaction contemplated by this Agreement. The Board of Directors of OMAP has
duly authorized the execution, delivery, and performance of this Agreement.

B. Financial Statements. The latest 10-Q report ("OMAP
Financial") have been given to Tianrong prior to
closing.

C. No Conflict with Other Instruments. The execution
of this Agreement will not violate or breach any
document, instrument, agreement, contract, or
commitment material to the business of OMAP to
which OMAP is partly and has been duly authorized b
all appropriate and necessary actions.

D. Information. The information concerning OMAP as set
forth in this Agreement and in the OMAP Financial
is complete and accurate in all material respects
and does not contain any untrue statement of a
material fact or omit to state a material fact
required to make the statements made in light of
the circumstances under which they were made not
misleading.

E. Deliverance of Shares. As of the Closing Date, the
OMAP Shares to be delivered to Tianrong will be
restricted and constitute valid and legally issued
shares of OMAP, fully paid and non-assessable and
equivalent in all respects to all other issued and
outstanding shares of OMAP restricted stock.

F. No Conflict with Other Instruments. The execution
of this Agreement will not violate or breach any
document, instrument, agreement, contract, or
commitment material to OMAP.

G. Information. The information concerning OMAP and
set forth in this Agreements complete and accurate
in all material respects and does not contain any
untrue statement of a material fact or omit to
state a material fact required to make the
statements made, in light of the circumstances
under which they were made, not misleading.

H. Restricted Bria Shares. The Shares of Tianrong
common stock which are being acquired are being
acquired for OMAP's own account and for investment
and not with a view to the public resale or
distribution thereof. OMAP will not sell, transfer
or otherwise dispose of the Tianrong Shares except
in compliance with the Securities Act of 1933, as
amended (the "Act"), and is aware the Tianrong
Shares are "restricted securities" as that term is
defined in Rule 144 of the General Rules and
Regulations under the Act ("Rule 144").

OMAP acknowledges and understands that the Tianrong
Shares are unregistered in reliance of Section 4(2)
of the Act and must be held indefinitely unless
they are subsequently registered under the Act or
an exemption for such registration is available.

OMAP is fully aware of the applicable limitation on
the resale of the Tianrong Shares. These
restrictions for the most part are set forth in
Rule 144. Rule 144 permits sales of "restricted
securities" upon compliance with the requirements
of such rule. If Rule 144 is available to OMAP,
OMAP may make only routine sales of securities in
limited amounts, in accordance with the terms and
conditions of that Rule.
<PAGE>
If a separate exemption form registration is
available to OMAP, such as Regulation S, OMAP shall
only make sales in accordance with the terms and
conditions of that Regulation.

5. Representations and Warranties of Tianrong.

Tianrong hereby represents and warrants that, effective this date and
the Closing Date, the representations and warranties listed below are true and
correct.

A. Corporate Authority. Tianrong has the full
corporate power and authority to enter into this
Agreement and to carry out the transaction
contemplated by this Agreement. The Board of
Directors of Tianrong has duly authorized the
execution, delivery, and performance of this
Agreement.

B. Financial Statements. The latest 10-Q report
("Tianrong Finacials") have been given to OMAP
prior to closing.

C. No Conflict with Other Instruments. The execution
of this Agreement will not violate or breach any
document, instrument, agreement, contract, or
commitment material to the business of Tianrong to
which Tianrong is a party and has been duly
authorized by all appropriate and necessary action.

D. Information. The information concerning Tianrong as
set forth in this Agreement and in the Tianrong
Financial is complete and accurate in all material
respects and does not contain any untrue statement
of a material fact or omit to state a material fact
required to make to statements make in light of the
circumstances under which they were made not
misleading.

E. Deliverance of Shares. As of the Closing Date, the
Tianrong Shares to be delivered to OMAP will be
restricted and constitute valid and legally issued
shares of Tianrong, fully paid and non-assessable
and equivalent in all respects to all other issued
and outstanding shares of Tianrong restricted
stock.

F. No Conflict with Other Instruments. The execution
of this Agreement will not violate or breach any
document, instrument, agreement, contract, or
commitment material to Tianrong.

G. Information. The information concerning Tianrong
and set forth in this agreement, is complete and
accurate in all material respects and does not
contain any untrue statement of a material fact or
omit to state a material fact required to make the
statements made, in light of the circumstances
under which they were made, not misleading.

H. Restricted Tianrong Shares. The shares of OMAP
common stock which are being acquired are being
acquired for Tianrong's own account and for
investment and not with a view t the public resale
or distribution thereof. Tianrong will not sell,
transfer or otherwise dispose of the OMAP Shares
except in compliance with Securities Act of 1933,
as amended (the "Act"), and is aware the OMAP
Shares are "restricted securities" as that term is
defined in Rule 144 of the General Rules and
Regulations under the Act ("Rule 144").

Tianrong acknowledges and understands that the OMAP
Shares are unregistered in reliance of Section 4(2)
of the Act and must be held indefinitely unless
they are subsequently registered under the Act or
an exemption form such registration is available.

Tianrong is fully aware of the applicable
limitation on the resale of the OMAP Shares. These
restrictions for the most part are set forth in
Rule 144. Rule 144 permits sales of "restricted
securities" upon compliance with the requirements
of such rule. If Rule 144 is available to Tianrong,
Tianrong may make only routine sales of securities
in limited amounts, in accordance with the terms
and conditions of that Rule.
<PAGE>
If a separate exemption from registration is
available to Tianrong, such as Regulation S,
Tianrong shall only make sales in accordance with
the terms and conditions of that Regulation.

6. Closing. The Closing as herein referred to shall occur upon such date
as the parties hereto may mutually agree upon, but is expected to be on or
before December 24, 1995.

At closing Tianrong will deliver the Tianrong Shares to OMAP, and OMAP
shall deliver the OMAP Shares to Tianrong. 7. Conditions Precedent of OMAP to
Effect Closing. All obligations of OMAP under this Agreement are subject to
fulfillment prior to or as of the Closing Date, of each of the following
conditions:

A. The representations and warranties by or on behalf
of Tianrong contained in this Agreement or in any
certificate or documents delivered to OMAP pursuant
to the provisions hereof shall be true in all
material respects at and as of the time of Closing
as though such representations and warranties were
make at and as of such time.

B. Tianrong shall have performed and complied with all
convents, agreements, and conditions required by
this Agreement to be performed or complied with by
it prior to or at the Closing.

C. All instruments and documents delivered to OMAP
pursuant to the provisions hereof shall be
reasonably satisfactory to OMAP's legal counsel.

8. Conditions Precedent of Tianrong to Effect Closing. All obligations of
Tianrong under this Agreement are subject to fulfillment prior to or as of the
date of Closing, of each of the following conditions:

A. The representations and warranties by or on behalf
of OMAP contained in this Agreement, or in any
certificate or document delivered to Tianrong
pursuant to the provisions hereof shall be true at
and as of the time of closing as though such
representations and warranties were made at and as
of such time.

B. OMAP shall have performed and complied with all
covenants, agreements, and conditions required by
this Agreement to be performed or complied with by
it prior to or at the Closing.

C. All instruments and documents delivered to Tianrong
pursuant to the provisions hereof shall be
reasonably satisfactory to Tianrong's legal
counsel.

9. Damages and Limit of Liability. Each party shall be liable, for any
material breach of the representations, warranties, and convents contained
herein which results in a failure to perform any obligations under this
Agreement, but only to the extent of the expenses incurred in connection with
such breach or failure to perform Agreement.

12. Indemnification Procedures. If any claim is made by a party which
would give rise to a right of indemnification under this paragraph, the party
seeking indemnification (Indemnified Party) will promptly cause notice thereof
to be delivered to the party from whom indemnification is ought (Indemnifying
Party). The Indemnified Party will permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting from the claims. Counsel
for the Indemnifying Party which will conduct the defense must be approved by
the Indemnified Party (whose approval will not be unreasonably withheld), and
the Indemnified Party may participate in such defense at the expense of the
Indemnified Party. The Indemnifying Party will not, in the defense of any such
claim or litigation, consent to entry of any judgement or enter into any
settlement without the written consent of the Indemnified Party (which consent
will not be unreasonably withheld). The Indemnified Party will not, in
connection with any such claim or litigation, consent to entry of any judgement
or enter into any settlement without the written consent of the Indemnifying
Party (which consent will not be unreasonably withheld). The Indemnified Party
will cooperate fully with the Indemnifying Party and make available to the
Indemnifying Party all pertinent information under its control relating to any
such claim or litigation. Th the Indemnifying Party refuses or fails to conduct
the defense as required in this Section, then the Indemnified Party may conduct
such defense at the expense of the Indemnifying Party and the approval of the
Indemnifying Party will not be required for any settlement or consent or entry
of judgement.
<PAGE>
13. Default at Closing. Notwithstanding the provisions hereof, if OMAP shall
fail or refuse to deliver any of the OMAP Shares, or shall fail or refuse to
consummate the transaction described in this Agreement prior to the Closing
Date, such failure or refusal shall constitute a default by OMAP and Tianrong,
at its option and without prejudice to its rights against such defaulting party,
may either (a) invoke any equitable remedies to enforce performance hereunder,
including, without limitation, an action or suit for specific performance, or
(b) terminate all of its obligations hereunder with respect to OMAP.

Furthermore, notwithstanding the provisions hereof, if Tianrong shall fail or
refuse to deliver any of the Tianrong Shares, or shall fail or refuse to
consummate the transaction described in this Agreement prior to the Closing
Date, such failure or refusal shall constitute a default by Tianrong and OMAP at
is option and without prejudice to its right against such defaulting party, may
either (a) invoke any equitable remedies to enforce performance hereunder,
including, without limitation, an action or suit for specific performance, or
(b) terminate all of its obligations hereunder with respect to Tianrong.

14. Costs and Expenses. OMAP and Tianrong shall bear their own costs and
expenses in the proposed exchange and transfer described in this Agreement. OMAP
and Tianrong have been represented by their own attorney in this transaction,
and shall pay the fees of its attorney, except as may be expressly set forth
herein to the contrary.

15. Notices. Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage prepaid,
addressed as follows:

To Tianrong:
Tianrong Building Material Holdings, Ltd. Inc.
268 West 400 South Suite 300
Salt Lake City, UT 84101

To OMAP:
OMAP Holdings Incorporated
268 West 400 South Suite 300
Salt Lake City, UT 84101

16. Miscellaneous.

A. Further Assurances. At any time and from time to
time, after the effective date, each party will
execute such additional instruments and take such
action as may be reasonably requested by the other
party to confirm or perfect title to any property
transferred hereunder or otherwise to carry out the
intent and purposes of this Agreement.

B. Waiver. Any failure on the part of any part hereto
to comply with any of its obligations, agreements,
or conditions hereunder may be waived in writing by
the party to whom such compliance is owed.

C. Brokers. Neither party has employed any brokers or
finders with regard to this agreement not disclosed
herein.

D. Headings. The section and subsection headings in
this Agreement are inserted for convenience only
and shall not affect in any way the meaning or
interpretation of this Agreement.

F. Governing Law. This Agreement was negotiated and is
being contracted for in the State of Utah, and
shall be governed by the laws of the State of Utah,
notwithstanding any conflict-of-law provision to
the contrary. any suit, action or legal proceeding
arising from a related to this Agreement shall be
submitted for binding arbitration resolution to the
American Arbitration Association, in Salt Lake
City, Utah, pursuant to their Rules of Procedure or
any other mutually agreed upon arbitrator. The
parties agree to abide by decisions rendered as
final and binding, and each party irrevocably and
unconditionally consents to the in personam
jurisdiction of such Courts in such suit, action or
legal proceeding and waives any objection to the
laying of venue in, or the jurisdiction of, said
Courts.

G. Binding Effect. This Agreement shall be binding
upon the parties hereto and inure to the benefit of
the parties, their respective heirs,
administrators, executors, successors, and assigns.

I. Severability. If any part of this Agreement is
deemed to be unenforceable the balance of the
Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.

Tianrong Building Material Holdings Ltd. Inc.
By: /s/ Matthew Veal

OMAP Holdings Incorporated
By: /s/ James Tilton
<PAGE>
EXHIBIT 10(i)(x)
<PAGE>
STOCK EXCHANGE AGREEMENT

This Stock Exchange Agreement ("Agreement") is entered into this 20th
day of December, 1995, by and between the purchaser Eurotronics Holdings
Incorporated, ("Eurotronics") a Utah corporation, and seller, OMAP Holdings
Incorporated, a Nevada corporation.
("OMAP").

WHEREAS, Eurotronics desires to acquire from OMAP approximately Seventy
Thousand, Five Hundred Eighty-eight (70,588) restricted shares of the common
stock of OMAP, in exchange for Five Hundred Sixty-six Thousand Thirty-eight
(566,038) shares of restricted shares of Eurotronics common stock.

1. Exchange. Eurotronics will, in tax free exchange, acquire from OMAP Seventy
Thousand, Five Hundred Eighty-eight (70,588) restricted shares of the common
stock of OMAP, valued as of December 15, 1995 at $4.25 per share, in a tax free
exchange wherein OMAP shall acquire Five Hundred Sixty-six Thousand Thirty-eight
(566,038) shares of restricted shares of Eurotronics common stock, valued as of
December 15, 1995 at $0.53 per shares of restricted Eurotronics common stock.

2. Exchange of Shares. On or before the closing date, set herein to be
December 24, 1995, the above mentioned shares are to be exchanged.

3. Termination. This Agreement may be terminated at any time prior to the
Closing Date:

A. By OMAP or Eurotronics:

(2) If the Closing shall not have occurred prior to
December 29, 1995, or such later date as shall have been
approved by parties hereto, other than for reasons set
forth herein.

B. By Eurotronics:

(1) If OMAP shall fail to comply in any material
respect with any of its or their covenants or agreements
contained in this Agreement or if any of the
representations or warranties of Eurotronics Holdings
Incorporated continued herein shall be inaccurate in any
material respect: or

C. By OMAP:

(1)If OMAP shall fail to comply in any material respect
with any of its covenants or agreements contained in this
Agreement or if any of the representations r warranties of
OMAP contained herein shall be inaccurate in any material
respect:

4. Representations and Warranties of Eurotronics Holdings Incorporated.
OMAP hereby represents and warrants that effective this date and the Closing
Date, the following representations are true and correct:
<PAGE>
A. Corporate Authority. OMAP has the full corporate
power and authority to enter into this Agreement
and to carry out the transaction contemplated by
this Agreement. The Board of Directors of
Eurotronics has duly authorized the execution,
delivery, and performance of this Agreement.

B. Financial Statements. The latest 10-Q report ("OMAP
Financial") have been given to Eurotronics prior to
closing.

C. No Conflict with Other Instruments. The execution
of this Agreement will not violate or breach any
document, instrument, agreement, contract, or
commitment material to the business of OMAP to
which OMAP is party and has been duly authorized by
all appropriate and necessary actions.

D. Information. The information concerning OMAP as set
forth in this Agreement and in the OMAP is complete
and accurate in all material respects and does not
contain any untrue statement of a material fact or
omit to state a material fact required to make the
statements made in light of the circumstances under
which they were made not misleading.

E. Deliverance of Shares. As of the Closing Date, the
OMAP Shares to be delivered to Eurotronics will be
restricted and constitute valid and legally issued
shares of OMAP, fully paid and non-assessable and
equivalent in all respects to all other issued and
outstanding shares of OMAP restricted stock.

F. No Conflict with Other Instruments. The execution
of this Agreement will not violate or breach any
document, instrument, agreement, contract, or
commitment material to OMAP.

G. Information. The information concerning OMAP and
set forth in this Agreement, is complete and
accurate in all material respects and does not
contain any untrue statement of a material fact or
omit to state a material fact required to make the
statements amend, in light of the circumstances
under which they were made, not misleading.

H. Restricted Shares. The Shares of Eurotronics common
stock which are being acquired are being acquired
for OMAP's own account and for investment and not
with a view to the public resale or distribution
thereof. OMAP will not sell, transfer or otherwise
dispose of the Eurotronics Shares except in
compliance with the Securities Act of 1933, as
amended (the "Act"), and is aware the Eurotronics
Shares are "restricted securities" as that term is
defined in Rule 144 of the General Rules and
Regulations under the Act ("Rule 144").

OMAP acknowledges and understands that the
Eurotronics Shares are unregistered in reliance of
Section 4(2) of the Act and must be held
indefinitely unless they are subsequently
registered under the Act or an exemption for such
registration is available.

OMAP is fully aware of the applicable limitation on
the resale of the Eurotronics Shares. These
restrictions for the most part are set forth in
Rule 144. Rule 144 permits sales of "restricted
securities" upon compliance with the requirements
of such rule. If Rule 144 is available to OMAP,
OMAP may make only routine sales of securities in
limited amounts, in accordance with the terms and
conditions of that Rule
<PAGE>
If a separate exemption form registration is available to
OMAP, such as Regulation S, OMAP shall only make sales in
accordance with the terms and conditions of that
regulation.

5. Representations and Warranties of OMAP.

OMAP hereby represents and warrants that effective this date and the Closing
Date, the following representations are true and correct:

A. Corporate Authority. Eurotronics has the full
corporate power and authority to enter into this
Agreement and to carry out the transaction
contemplated by this Agreement. The Board of
Directors of Eurotronics has duly authorized the
execution, delivery, and performance of this
Agreement.

B. Financial Statements. The latest 10-Q report
("Eurotronics Financial") have been given to OMAP
prior to closing.

C. No Conflict with Other Instruments. The execution
of this Agreement will not violate or breach any
document, instrument, agreement, contract, or
commitment material to the business of Eurotronics
to which Eurotronics is partly and has been duly
authorized b all appropriate and necessary actions.

D. Information. The information concerning Eurotronics
as set forth in this Agreement and in the
Eurotronics Financial is complete and accurate in
all material respects and does not contain any
untrue statement of a material fact or omit to
state a material fact required to make the
statements made in light of the circumstances under
which they were made not misleading.

E. Deliverance of Shares. As of the Closing Date, the
Eurotronics Shares to be delivered to OMAP will be
restricted and constitute valid and legally issued
shares of Eurotronics, fully paid and
non-assessable and equivalent in all respects to
all other issued and outstanding shares of
Eurotronics restricted stock.

F. No Conflict with Other Instruments. The execution
of this Agreement will not violate or breach any
document, instrument, agreement, contract, or
commitment material to Eurotronics.

G. Information. The information concerning Eurotronics
and set forth in this Agreements complete and
accurate in all material respects and does not
contain any untrue statement of a material fact or
omit to state a material fact required to make the
statements amend, in light of the circumstances
under which they were made, not misleading.

H. Restricted Shares. The Shares of OMAP common stock
which are being acquired are being acquired for
Eurotronics' own account and for investment and not
with a view to the public resale or distribution
thereof. Eurotronics will not sell, transfer or
otherwise dispose of the OMAP Shares except in
compliance with the Securities Act of 1933, as
amended (the "Act"), and is aware the OMAP Shares
are "restricted securities: as that term is defined
in Rule 144 of the General Rules and Regulations
under the Act ("Rule 144").

Eurotronics acknowledges and understands that the
OMAP Shares are unregistered in reliance of Section
4(2) of the Act and must be held indefinitely
unless they are subsequently registered under the
Act or an exemption for such registration is
available.

Eurotronics is fully aware of the applicable
limitation on the resale of the OMAP Shares. These
restrictions for the most part are set forth in
Rule 144. Rule 144 permits sales of "restricted
securities" upon compliance with the requirements
of such rule. If Rule 144 is available to
Eurotronics, Eurotronics may make only routine
sales of securities in limited amounts, in
accordance with the terms and conditions of that
Rule.
<PAGE>
If a separate exemption form registration is
available to Eurotronics, such as Regulation S,
Eurotronics shall only make sales in accordance
with the terms and conditions of that regulation.

6. Closing. The Closing as herein referred to shall occur upon such date
as the parties hereto may mutually agree upon, but is expected to be on or
before December 24, 1995.

At closing Eurotronics will deliver the Eurotronics Shares to OMAP, and
OMAP shall deliver the OMAP Shares to Eurotronics Holdings Incorporated.

7. Conditions Precedent of OMAP to Effect Closing. All obligations of
OMAP under this Agreement are subject to fulfillment prior to or as of the
Closing Date, of each of the following conditions:

A. The representations and warranties by or on behalf
of Eurotronics contained in this Agreement or in
any certificate or documents delivered to OMAP
pursuant to the provisions hereof shall be true in
all material respects at and as of the time of
Closing as though such representations and
warranties were make at and as of such time.

B. Eurotronics shall have performed and complied with
all convents, agreements, and conditions required
by this Agreement to be performed or complied with
by it prior to or at the Closing.

C. All instruments and documents delivered to OMAP
pursuant to the provisions hereof shall be
reasonably satisfactory to OMAP's legal counsel.

8. Conditions Precedent of Eurotronics to Effect Closing. All obligations
of OMAP under this Agreement are subject to fulfillment prior to or as of the
date of Closing, of each of the following conditions:

A. The representations and warranties by or on behalf
of OMAP contained in this Agreement, or in any
certificate or document delivered to Eurotronics
pursuant to the provisions hereof shall be true at
and as of the time of closing as though such
representations and warranties were made at and as
of such time.

B. OMAP shall have performed and complied with all
covenants, agreements, and conditions required by
this Agreement to be performed or complied with by
it prior to or at the Closing.

C. All instruments and documents delivered to
Eurotronics pursuant to the provisions hereof shall
be reasonably satisfactory to Eurotronics' legal
counsel.

10. Nature and Survival of Representations and Warranties. All representations,
warranties, and covenants made by any party in this Agreement shall survive the
Closing hereunder. All of the parties hereto are executing and carrying out the
provisions of this Agreement in reliance solely on the representations,
warranty, agreement, promise, or information, written or oral, made by the other
party or any other person other than as specifically set forth herein.
<PAGE>
11. Indemnification Procedure. If any claim is made by a party which would give
rise to a right of indemnification under this paragraph, the party seeking
indemnification (Indemnified Party) will promptly cause notice thereof to be
delivered to the party from whom indemnification is ought (Indemnifying Party).
The Indemnified Party will permit the Indemnifying Party to assume the defense
of any such claim or any litigation resulting from the claims. Counsel for the
Indemnifying Party which will conduct the defense must be approved by the
Indemnified Party (whose approval will not be unreasonably withheld), and the
Indemnified Party may participate in such defense at the expense of the
Indemnified Party. The Indemnifying Party will not, in the defense of any such
claim or litigation, consent to entry of any judgement or enter into any
settlement without the written consent of the Indemnified Party (which consent
will not be unreasonably withheld). The Indemnified Party will not, in
connection with any such claim or litigation, consent to entry of any judgement
or enter into any settlement without the written consent of the Indemnifying
Party (which consent will not be unreasonably withheld). The Indemnified Party
will cooperate fully with the Indemnifying Party and make available to the
Indemnifying Party all pertinent information under its control relating to any
such claim or litigation. Th the Indemnifying Party refuses or fails to conduct
the defense as required in this Section, then the Indemnified Party may conduct
such defense at the expense of the Indemnifying Party and the approval of the
Indemnifying Party will not be required for any settlement or consent or entry
of judgement.

12. Default at Closing. Notwithstanding the provisions hereof, if OMAP shall
fail or refuse to deliver any of the OMAP Shares, or shall fail or refuse to
consummate the transaction described in this Agreement prior to the Closing
Date, such failure or refusal shall constitute a default by OMAP and
Eurotronics, at its option and without prejudice to its rights against such
defaulting party, may either (a) invoke any equitable remedies to enforce
performance hereunder, including, without limitation, an action or suit for
specific performance, or (b) terminate all of its obligations hereunder with
respect to OMAP.

Furthermore, notwithstanding the provisions hereof, if Eurotronics shall fail or
refuse to deliver any of the Eurotronics Shares, or shall fail or refuse to
consummate the transaction described in this Agreement prior to the Closing
Date, such failure or refusal shall constitute a default by Eurotronics and OMAP
at is option and without prejudice to its right against such defaulting party,
may either (a) invoke any equitable remedies to enforce performance hereunder,
including, without limitation, an action or suit for specific performance, or
(b) terminate all of its obligations hereunder with respect to Hamilton.

13. Costs and Expenses. OMAP and Eurotronics shall bear their own costs and
expenses in the proposed exchange and transfer described in this Agreement. OMAP
and Eurotronics have been represented by their own attorney in this transaction,
and shall pay the fees of its attorney, except as may be expressly set forth
herein to the contrary.

14. Notices. Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage prepaid,
addressed as follows:

To Eurotronics:
Eurotronics Holdings Incorporated.
268 West 400 South, Suite 300
Salt Lake City, UT 841001

To OMAP: OMAP Holdings incorporated 268 West 400 South, Suite 300 Salt Lake
City, UT 84101

15. Miscellaneous.

A. Further Assurances. At any time and rom time to
time, after the effective date, each party will
execute such additional instruments and take such
action as may be reasonably requested by the other
party to confirm or perfect title to any property
transferred hereunder or otherwise to carry out the
intent and purposes of this Agreement.

B. Waiver. Any failure on the part of any part hereto
to comply with any of its obligations, agreements,
or conditions hereunder may be waived in writing by
the party to whom such compliance is owed.

C. Brokers. Neither party has employed any brokers or
finders with regard to this agreement not disclosed
herein.

D. Headings. The section and subsection headings in
this Agreement are inserted for convenience only
and shall not affect in any way the meaning or
interpretation of this Agreement.

E. Counterparts. This Agreement may be executed
simultaneously in tow or more counterparts, each of
which shall be deemed an original, but all of which
together shall constitute one and the same
instrument. F. Governing Law. This Agreement was
negotiated and is being contracted for in the State
of Utah, and shall be governed by the laws of the
State of Utah, notwithstanding any conflict-of-law
provision to the contrary. any suit, action or
legal proceeding arising from a related to this
Agreement shall be submitted for binding
arbitration resolution to the American Arbitration
Association, in Salt Lake City, Utah, pursuant to
their Rules of Procedure or any other mutually
agreed upon arbitrator. The parties agree to abide
by decisions rendered as final and binding, and
each party irrevocably and unconditionally consents
to the in personam jurisdiction of such Courts in
such suit, action or legal proceeding and waives
any objection to the laying of venue in, or the
jurisdiction of, said Courts.

G. Binding Effect. This Agreement shall be binding
upon the parties hereto and inure to the benefit of
the parties, their respective hers, administrators,
executors, successors, and assigns.

I. Severability. If any part of this Agreement is
deemed to be unenforceable the balance of the
Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.

Eurotronics Holdings Incorporated
By: /s/ Jane Zheng

OMAP Holdings Incorporated
By: /s/ James Tilton
<PAGE>

EXHIBIT 10(ii)(a)
<PAGE>

CONSULTING AGREEMENT

This CONSULTING AGREEMENT is made effective as of the 23rd day of
October, 1995 between OMAP HOLDINGS, INC., a Nevada corporation (the
"Corporation"), and Aster De Schriver (the "Consultant"), with reference to the
following:

RECITALS

The Consultant is a consultant to Corporation and possesses an intimate
knowledge of the business and affairs of the Corporation. The Corporation
recognizes the Consultant's contribution to the growth and success of the
Corporation and desires to assure to the Corporation the continued benefits of
the Consultant's expertise and knowledge.

Accordingly, in consideration of the mutual covenants and representations
contained herein, the parties hereto agree as follows:

1. Engagement of Consultant. The Corporation hereby engages the Consultant as
a Consultant and theConsultant accepts such engagement, on the terms and
conditions set forth in this Agreement.

2. Compensation and General Benefits. As compensation for his services under
This Agreement, the Consultant shall be compensated as follows:

(A) The Corporation shall pay the Consultant upon completion of one
year of service $80,000.00.

3. Competition; Confidential Information. The Consultant and the Corporation
recognize that due to the nature of his prior association with the Corporation
and of his engagements hereunder, and the relationship of the Consultant to the
Corporation, both in the past and in the future hereunder, the Consultant has
had access to and has acquired, will have access to and will acquire, and has
assisted in and may assist in developing, confidential and proprietary
information relating to the business and operations of the Corporation and its
affiliates, including, without limiting the generality of the foregoing,
information with respect to their present and prospective products, systems,
customers, agents, processes, and sales and marketing methods. The Consultant
acknowledges that such information has been and will continue to be of central
importance to the business of the Corporation and its affiliates and that
disclosure of it to or its use by others could cause substantial loss to the
Corporation. The Consultant and the Corporation also recognize that an important
part of the Consultant's duties will be to develop good will for the Corporation
and its affiliates through his personal contact with customers, agents and othis
having business relationships with the Corporation and its affiliates, and that
there is a danger that the good will, a proprietary asset of the Corporation and
its affiliates, may follow the Consultant if and when his relationship with the
Corporation is terminated. The Consultant accordingly agrees as follows:

(A) Non-Competition. During the Engagement Period the Consultant will
not, directly or indirectly, either individually or as owner partner, agent,
employee, consultant or otherwise, except for the account of and on behalf of
the Corporation or their affiliates, engage in any activity competitive with the
business of the Corporation or its affiliates, nor will he, in competition with
the Corporation or its affiliates, solicit or otherwise attempt to establish for
himself or any other person, firm or entity, any new business relationships with
any person, firm or corporation which is, at the time this Agreement is entered
into, or during his engagement period, a customer or employee of the Corporation
or one of its affiliates. This is shall not be construed to prevent the
Consultant from owning, as an investment, not more than 15% of a class of equity
securities issued by any competitor of the Corporation or its affiliates and
publicly traded and registered under Section 12 of the Securities Exchange Act
of 1934.
<PAGE>
(B) Trade Secrets. The Consultant will keep confidential any trade
secrets or confidential or proprietary information of the Corporation and its
affiliates, which are now known to him or which hereafter may become known to
him, as a result of his engagement or association with the Corporation and shall
not at any time directly or indirectly disclose any such information to any
person, firm or corporation, or use the same in any way other than in connection
with the business of the Corporation or its affiliates during and at all times
after the expiration of the Engagement Period. For purposes of this Agreement,
"trade secrets or confidential or proprietary information" means information
unique to the Corporation or any of its affiliates which has a significant
business purpose and is not known or generally available from sources outside
the Corporation or any of its affiliates, or typical of industry practice.

4. Corporation's Remedies for Breach. It is recognized that damages in the event
of breach of paragraph 3 by the Consultant would be difficult, if not
impossible, to ascertain, and it is, therefore, agreed that the Corporation, in
addition to and without limiting any other remedy or right it may have, shall
have the right to an injunction or other equitable relief in any court of
competent jurisdiction, enjoining any breach, and the Consultant hereby waives
any and all defenses he may have on the ground of lack of jurisdiction or
competence of the court to grant such an injunction or other equitable relief.

(A) Payment for Termination. Should the Corporation terminate the
Consultant's engagement during the term of this agreement the Consultant shall
be entitled to a pro rata share of the compensation due for the months the
Consultant served as a Director of the Corporation. Compensation due in cash is
payable in cash on the day of termination.

5. Engagement Period. The Engagement Period shall commence on the date of this
Agreement and shall continue for one year .

6. Termination. This Agreement may be terminated upon mutual consent of the
both parties. Consultant is required to give two weeks notice, unless
subsequently agreed to by the Corporation. The Corporation shall be subject to
section 4.A in the event the Consultant is terminated.

7. Indemnity. The Corporation agrees to indemnify and hold harmless the
Consultant from and against any and all losses, claims, damages, expenses,
liabilities, or actions to which the Consultant may become subject, and will
provide a legal defense at no cost to the Consultant, or should a conflict arise
between a defense available to the Corporation and another Defendant and the
Consultant, the Corporation shall reimburse the Consultant for any legal or
other expenses reasonably incurred by him in connection with investigating or
defending any claims or actions, whether or not resulting in liability, insofar
as such losses, claims, damages, expenses, liabilities, including any and all
costs, fees, attorneys fees, or judgments entered against him, and agrees to
defend said Consultant from all causes of action which may be initiated against
the Consultant as a result of his engagement with the Corporation.

8. Enforcement of Agreement. The Corporation will not at any time contest the
validity or enforceability of this Agreement.

9. Notice. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this
Agreement (except that all notices to the Corporation shall be directed to the
attention of its President) or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that any notice
of change in address shall be effective only upon receipt.
<PAGE>
10. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by the Consultant and an authorized officer of the Corporation. No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in This Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Nevada. All references to sections of the Code shall be deemed also
to refer to any successor provisions to such sections. Any payments provided for
hereunder shall be paid net of any applicable withholding required under
federal, state, or local law. 11. Prior Agreements. This Agreement contains the
entire understanding between the parties hereto with respect to the terms and
conditions of the Consultants engagement and supersedes any prior agreement
between the Corporation (or any predecessor of the Corporation) and the
Consultant with respect to the subject matter hereof. If there is any
discrepancy or conflict between this Agreement and any plan, policy or program
of the Corporation regarding any term or condition of severance benefits, the
language of this Agreement shall govern.

12. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

13. Counterparts. This Agreement may be executed in several counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

14. Binding Agreement. This Agreement shall be effective as of the date hereof
and shall be binding upon and inure to the benefit of the Consultant, his heirs,
personal and legal representatives, guardians and permitted assigns. The rights
and obligations of the Corporation under this Agreement shall inure to the
benefit of and shall be binding upon any successor or assignee of the
Corporation.

15. Entire Agreement. This Agreement constitutes the entire understanding of
the Consultant and the Corporation with respect to the subject matter hereof and
supersedes any and all prior understandings written or oral. This Agreement may
not be changed, modified, or discharged orally, but only by an instrument in
writing signed by the parties.

IN WITNESS WHEREOF, the parties have executed, sealed and delivered this
Agreement as of the date first above written.

/s/ Aster De Schrijver /s/ James Tilton
Consultant Corporation
<PAGE>
EXHIBIT 10(ii)(b)
<PAGE>
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT is made effective as of the 23rd day of
October, 1995 between OMAP HOLDINGS, INC., a Nevada corporation (the
"Corporation"), and James Tilton (the "Executive"), with reference to the
following:

RECITALS

The Executive has been duly elected as the President of the Corporation and
possesses an intimate knowledge of the business and affairs of the Corporation.
The Corporation recognizes the Executive's contribution to the growth and
success of the Corporation and desires to assure to the Corporation the
continued benefits of the Executive's expertise and knowledge.

Accordingly, in consideration of the mutual covenants and representations
contained herein, the parties hereto agree as follows:

1. Employment of Executive. The Corporation hereby engages the Executive as an
Executive employee and the Executive accepts such employment, on the terms and
conditions set forth in this Agreement.

2. Compensation and General Benefits. As compensation for his services under
This Agreement, the Executive shall be compensated as follows:

(A) The Corporation shall pay the Executive an annual salary of
$60,000.00. The Executive shall also be entitled to other bonuses as they become
available, to be reviewed by the Board of Directors. The annual salary of the
Executive shall be subject to normal periodic review on an annual basis, by the
Board of Directors.

(B) The Corporation shall bear the total cost of health insurance
programs for the Executive and his dependents.

3. Competition; Confidential Information. The Executive and the Corporation
recognize that due to the nature of his prior association with the Corporation
and of his engagements hereunder, and the relationship of the Executive to the
Corporation, both in the past and in the future hereunder, the Executive has had
access to and has acquired, will have access to and will acquire, and has
assisted in and may assist in developing, confidential and proprietary
information relating to the business and operations of the Corporation and its
affiliates, including, without limiting the generality of the foregoing,
information with respect to their present and prospective products, systems,
customers, agents, processes, and sales and marketing methods. The Executive
acknowledges that such information has been and will continue to be of central
importance to the business of the Corporation and its affiliates and that
disclosure of it to or its use by others could cause substantial loss to the
Corporation. The Executive and the Corporation also recognize that an important
part of the Executive's duties will be to develop good will for the Corporation
and its affiliates through his personal contact with customers, agents and othis
having business relationships with the Corporation and its affiliates, and that
there is a danger that the good will, a proprietary asset of the Corporation and
its affiliates, may follow the Executive if and when his relationship with the
Corporation is terminated. The Executive accordingly agrees as follows:

(B) Trade Secrets. The Executive will keep confidential any trade
secrets or confidential or proprietary information of the Corporation and its
affiliates, which are now known to him or which hereafter may become known to
him, as a result of his employment or association with the Corporation and shall
not at any time directly or indirectly disclose any such information to any
person, firm or corporation, or use the same in any way other than in connection
with the business of the Corporation or its affiliates during and at all times
after the expiration of the Employment Period. For purposes of this Agreement,
"trade secrets or confidential or proprietary information" means information
unique to the Corporation or any of its affiliates which has a significant
business purpose and is not known or generally available from sources outside
the Corporation or any of its affiliates, or typical of industry practice.

4. Corporation's Remedies for Breach. It is recognized that damages in the event
of breach of paragraph 3 by the Executive would be difficult, if not impossible,
to ascertain, and it is, therefore, agreed that the Corporation, in addition to
and without limiting any other remedy or right it may have, shall have the right
to an injunction or other equitable relief in any court of competent
jurisdiction, enjoining any breach, and the Executive hereby waives any and all
defenses he may have on the ground of lack of jurisdiction or competence of the
court to grant such an injunction or other equitable relief.

(A) Payment for Termination. Should the Corporation terminate the
Executive's employment during the term of this agreement the Executive shall be
entitled to a pro rata share of the compensation due for the months the
Executive held the position of President. Compensation due in cash is payable in
cash on the day of termination.

5. Employment Period. The Employment Period shall commence on the date of this
Agreement and shall continue for one year . The Employment Period shall
automatically renew unless cancelled in writing at least 30 days prior to the
expiration of the term.

6. Termination. This Agreement may be terminated upon mutual consent of the
both parties. Executive is required to give two weeks notice, unless
subsequently agreed to by the Corporation. The Corporation shall be subject to
section 4.A in the event the Executive is terminated.

7. Indemnity. The Corporation agrees to indemnify and hold harmless the
Executive from and against any and all losses, claims, damages, expenses,
liabilities, or actions to which the Executive may become subject, and will
provide a legal defense at no cost to the Executive, or should a conflict arise
between a defense available to the Corporation and another Defendant and the
Executive, the Corporation shall reimburse the Executive for any legal or other
expenses reasonably incurred by him in connection with investigating or
defending any claims or actions, whether or not resulting in liability, insofar
as such losses, claims, damages, expenses, liabilities, including any and all
costs, fees, attorneys fees, or judgments entered against him, and agrees to
defend said Executive from all causes of action which may be initiated against
the Executive as a result of his position with the Corporation, and or the
performance of his duties with the Corporation, or any of its affiliates or
subsidiaries, including, but not limited to, all outstanding withholding taxes,
state taxes, unpaid corporate obligations, litigation, administrative
investigations, existing or future claims of any nature.

8. Enforcement of Agreement. The Corporation will not at any time contest the
validity or enforceability of this Agreement.
<PAGE>
9. Notice. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this
Agreement (except that all notices to the Corporation shall be directed to the
attention of its President) or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that any notice
of change in address shall be effective only upon receipt.

10. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by the Executive and an authorized officer of the Corporation. No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in This Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Utah. All references to sections of the Code shall be deemed also
to refer to any successor provisions to such sections. Any payments provided for
hereunder shall be paid net of any applicable withholding required under
federal, state, or local law.

11. Prior Agreements. This Agreement contains the entire understanding between
the parties hereto with respect to the terms and conditions of the Executives
employment and severance benefits and supersedes any prior agreement between the
Corporation (or any predecessor of the Corporation) and the Executive with
respect to the subject matter hereof. If there is any discrepancy or conflict
between this Agreement and any plan, policy or program of the Corporation
regarding any term or condition of severance benefits, the language of this
Agreement shall govern.

13. Counterparts. This Agreement may be executed in several counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

14. Binding Agreement. This Agreement shall be effective as of the date hereof
and shall be binding upon and inure to the benefit of the Executive, his heirs,
personal and legal representatives, guardians and permitted assigns. The rights
and obligations of the Corporation under this Agreement shall inure to the
benefit of and shall be binding upon any successor or assignee of the
Corporation.

15. Entire Agreement. This Agreement constitutes the entire understanding of
the Executive and the Corporation with respect to the subject matter hereof and
supersedes any and all prior understandings written or oral. This Agreement may
not be changed, modified, or discharged orally, but only by an instrument in
writing signed by the parties.

IN WITNESS WHEREOF, the parties have executed, sealed and delivered this
Agreement as of the date first above written.

/s/ James Tilton /s/ Jane Zheng
Executive Corporation
<PAGE>
EXHIBIT 10(ii)(c)
<PAGE>
EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT is made effective as of the 23rd day of
October, 1995 between OMAP HOLDINGS, INC., a Nevada corporation (the
"Corporation"), and Jane Zheng (the "Executive"), with reference to the
following:

RECITALS

The Executive has been duly elected as the Secretary/Treasurer of the
Corporation and possesses an intimate knowledge of the business and affairs of
the Corporation. The Corporation recognizes the Executive's contribution to the
growth and success of the Corporation and desires to assure to the Corporation
the continued benefits of the Executive's expertise and knowledge.

Accordingly, in consideration of the mutual covenants and representations
contained herein, the parties hereto agree as follows:

1. Employment of Executive. The Corporation hereby engages the Executive as an
Executive employee and the Executive accepts such employment, on the terms and
conditions set forth in this Agreement.

2. Compensation and General Benefits. As compensation for her services under
This Agreement, the Executive shall be compensated as follows:

(A) The Corporation shall pay the Executive an annual salary of
$40,000.00. The Executive shall also be entitled to other bonuses as they become
available, to be reviewed by the Board of Directors. The annual salary of the
Executive shall be subject to normal periodic review on an annual basis, by the
Board of Directors.

(B) The Corporation shall bear the total cost of health insurance
programs for the Executive and her dependents.

3. Competition; Confidential Information. The Executive and the Corporation
recognize that due to the nature of her prior association with the Corporation
and of her engagements hereunder, and the relationship of the Executive to the
Corporation, both in the past and in the future hereunder, the Executive has had
access to and has acquired, will have access to and will acquire, and has
assisted in and may assist in developing, confidential and proprietary
information relating to the business and operations of the Corporation and its
affiliates, including, without limiting the generality of the foregoing,
information with respect to their present and prospective products, systems,
customers, agents, processes, and sales and marketing methods. The Executive
acknowledges that such information has been and will continue to be of central
importance to the business of the Corporation and its affiliates and that
disclosure of it to or its use by others could cause substantial loss to the
Corporation. The Executive and the Corporation also recognize that an important
part of the Executive's duties will be to develop good will for the Corporation
and its affiliates through her personal contact with customers, agents and
others having business relationships with the Corporation and its affiliates,
and that there is a danger that the good will, a proprietary asset of the
Corporation and its affiliates, may follow the Executive if and when her
relationship with the Corporation is terminated. The Executive accordingly
agrees as follows:

(A) Non-Competition. During the Employment Period the Executive will
not, directly or indirectly, either individually or as owner partner, agent,
employee, consultant or otherwise, except for the account of and on behalf of
the Corporation or their affiliates, engage in any activity competitive with the
business of the Corporation or its affiliates, nor will she, in competition with
the Corporation or its affiliates, solicit or otherwise attempt to establish for
herself or any other person, firm or entity, any new business relationships with
any person, firm or corporation which is, at the time this Agreement is entered
into, or during her time in office, a customer or employee of the Corporation or
one of its affiliates. This is shall not be construed to prevent the Executive
from owning, as an investment, not more than 15% of a class of equity securities
issued by any competitor of the Corporation or its affiliates and publicly
traded and registered under Section 12 of the Securities Exchange Act of 1934.
<PAGE>
(B) Trade Secrets. The Executive will keep confidential any trade
secrets or confidential or proprietary information of the Corporation and its
affiliates, which are now known to her or which hereafter may become known to
her, as a result of her employment or association with the Corporation and shall
not at any time directly or indirectly disclose any such information to any
person, firm or corporation, or use the same in any way other than in connection
with the business of the Corporation or its affiliates during and at all times
after the expiration of the Employment Period. For purposes of this Agreement,
"trade secrets or confidential or proprietary information" means information
unique to the Corporation or any of its affiliates which has a significant
business purpose and is not known or generally available from sources outside
the Corporation or any of its affiliates, or typical of industry practice.

(A) Payment for Termination. Should the Corporation terminate the
Executive's employment during the term of this agreement the Executive shall be
entitled to a pro rata share of the compensation due for the months the
Executive held the position of Secretary/Treasurer. Compensation due in cash is
payable in cash on the day of termination.

7. Indemnity. The Corporation agrees to indemnify and hold harmless the
Executive from and against any and all losses, claims, damages, expenses,
liabilities, or actions to which the Executive may become subject, and will
provide a legal defense at no cost to the Executive, or should a conflict arise
between a defense available to the Corporation and another Defendant and the
Executive, the Corporation shall reimburse the Executive for any legal or other
expenses reasonably incurred by her in connection with investigating or
defending any claims or actions, whether or not resulting in liability, insofar
as such losses, claims, damages, expenses, liabilities, including any and all
costs, fees, attorneys fees, or judgments entered against her, and agrees to
defend said Executive from all causes of action which may be initiated against
the Executive as a result of her position with the Corporation, and or the
performance of her duties with the Corporation, or any of its affiliates or
subsidiaries, including, but not limited to, all outstanding withholding taxes,
state taxes, unpaid corporate obligations, litigation, administrative
investigations, existing or future claims of any nature.

8. Enforcement of Agreement. The Corporation will not at any time contest the
validity or enforceability of this Agreement.

13. Counterparts. This Agreement may be executed in several counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

14. Binding Agreement. This Agreement shall be effective as of the date hereof
and shall be binding upon and inure to the benefit of the Executive, her heirs,
personal and legal representatives, guardians and permitted assigns. The rights
and obligations of the Corporation under this Agreement shall inure to the
benefit of and shall be binding upon any successor or assignee of the
Corporation.

IN WITNESS WHEREOF, the parties have executed, sealed and delivered this
Agreement as of the date first above written.

/s/ Jane Zheng /s/ James Tilton
Executive Corporation

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<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-START> Jan-01-1995
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