UNITED STATES 
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington D.C., 20549

                                 Form 8-K

                              CURRENT REPORT


                  Pursuant to Section 13 or 15(d) of the 
                      Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported) June 15, 1996
                                                                  

                      Commission file number 0-16734


                          C.E.C. INDUSTRIES CORP.
            (Exact name of registrant as specified in charter)
                                                                   
          Nevada                                       87-0217252
     (State of other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                    Identification Number)

     23 Cactus Garden Drive, F-60
     Green Valley (Henderson), Nevada                  89014
     (Address of Principal Executive Office)           (Zip Code)
                              (702) 893-4747
           (Registrant's Telephone Number, Including Area Code)
                                     
                                Copies To:
                               Gerald Levine
                                 President
                       23 Cactus Garden Drive, F-23
                          Henderson, Nevada 89014
                              (702)893-4747
<PAGE>
C.E.C. Industries Corp. Page 2

Item No 1 Changes in Control of Registrant.

No events to report.

Item No. 2.    Acquisition or Disposition of Assets.

     On June 15, 1996, the Company entered into a Stock Exhange Agreement to
acquire 100% of the issued and outstanding stock of Auto Express, Inc., a 
Colorado Corporation involved in the transportation of Automobiles nationwide.  
Auto Express had sales of $680,000 in 1994, and $1,800,000 in 1995, and has 
projected sales of over $3 Million for fiscal 1996. Pursuant to the terms
of the agreement, the Company will issue 500,000 shares for stock of the 
acquisition.  

Item No. 3.    Bankruptcy or Receivership.

No events to report.

Item No. 4.    Changes in Registrant's Certifying Accountant.

No events to report.

Item No. 5.    Other Events.

No events to report.

Item No. 6.    Resignation of Registrant's Directors.

No events to report.

Item No. 7. Financial Statements, Proforma Financial Information and Exhibits.

     Exhibit - Stock Exchange Agreement.
<PAGE>
C.E.C. Industris Corp. Page Three

                               SIGNATURES
                                    
Pursuant to the requirements of the Securities and Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.


C.E.C. Industries Corp.



By: /s/Gerald Levine                          Dated:   June 26, 1996
       Gerald Levine, President

<PAGE>
                                 AGREEMENT
                  CONCERNING THE EXCHANGE OF COMMON STOCK
                                  BETWEEN
                          C.E.C. INDUSTRIES CORP.
                                    AND
                  THE SHAREHOLDERS OF AUTO EXPRESS, INC.




AGREEMENT, made this 15th day of June, 1996 by and between C.E.C. Industries, 
Inc. a Nevada corporation ("CEC"), and the Shareholders of Auto Express, Inc.,  
a Colorado corporation ("AUTO EXPRESS").

WHEREAS, CEC desires to acquire all of the issued and outstanding shares of
common stock of AUTO EXPRESS in exchange for Common Shares of stock in CEC:

NOW, THEREFORE, in consideration of the mutual promises, covenants and 
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
                
                                 ARTICLE I

1.1      ISSUANCE OF SHARES.    Subject to all of the terms and conditions 
         of this Agreement, CEC agrees to offer 500,000 shares in treasury 
         common stock in CEC in exchange for all of the shares of AUTO 
         EXPRESS Common  stock issued and outstanding. The common stock in
         CEC will be issued directly to the shareholders of AUTO EXPRESS as 
         follows:

          Leon Harte          255,000   51%
          Debbie Harte        120,000   24%
          Byron Weiss         125,000   25%  

1.2      EXEMPTION FROM REGISTRATION.  The parties hereto intend that the 
         Common stock to be issued by CEC to the shareholders of AUTO EXPRESS 
         shall be exempt form the registration requirement of the Securities 
         Act of 1922, as amended (the "Act"), pursuant to section 4(2) and/or
         3 (b) of the Act and the rules and regulation promulgated thereunder.

                                        Page 1
<PAGE>
1.3      INVESTMENT INTENT.  Prior to the consummation of the Exchange Offer, 
         the shareholders of AUTO EXPRESS shall execute Letters of Acceptance 
         and such other documents containing, among other things, 
         representations and warranties relating to investment intent and
         investor status, restrictions on transferability and restrictive 
         legends such that the counsel for both CEC and AUTO EXPRESS shall be 
         satisfied that the exchange of shares as contemplated by this 
         Agreement will be exempt form the registration requirements of the 
         Act. 
                                ARTICLE II

                     REPRESENTATIONS AND WARRANTIES OF AUTO EXPRESS

AUTO EXPRESS represents and warrants to CEC that:

2.1      ORGANIZATION.  AUTO EXPRESS is a corporation duly organized, validly
         existing, and in good standing under the laws of the state of 
         Colorado, has all necessary corporate powers to own it's properties 
         and to carry on it's business as now owned and operated by it, and
         is duly qualified to do business and is in good standing in each of 
         the states where it's business requires qualification.

2.2      CAPITAL.  The authorized capital stock of AUTO EXPRESS consists of 
         10,000 shares of Common stock, no par value, of which 10,000 shares 
         are currently issued and outstanding.  All of the issued and 
         outstanding shares of AUTO EXPRESS are duly and validly issued, 
         dully paid and non-assessable.  There are no outstanding 
         subscriptions, option, rights, warrants, debentures, instruments, 
         convertible securities or other agreements or commitments obligating
         AUTO EXPRESS to issue or transfer from treasury any additional 
         shares of it's capital stock of any class.

2.3      SUBSIDIARIES.  As of the date hereof, AUTO EXPRESS does not have any
         subsidiaries or own any interest in any other enterprise (whether or 
         not such enterprise in a corporation) except as disclosed herein.

2.4      DIRECTORS AND OFFICERS.  The officers and directors of AUTO EXPRESS 
         as of the date of this contract are Leon Harte as President and 
         Director, and Debbie Harte as Secretary and Director.

2.5      FINANCIAL STATEMENTS.    Exhibit 2.5 to this Agreement, the text of 
         which is hereby incorporated herein by reference, consists of the 
         financial statements of AUTO EXPRESS as of May 31, 1996. 

2.6      ABSENCE OF CHANGES. Since the date of the balance sheet included in 
         Exhibit 2.5 there has not been any substantial change in the 
         financial condition or operations of AUTO EXPRESS except for changes 
         in the ordinary course of business, which changes have not in the
         aggregate been materially adverse. 

                                        Page Two
<PAGE>
2.7      ABSENCE OF UNDISCLOSED LIABILITIES.     As of the date of the 
         balance sheet included in Exhibit 2.5, AUTO EXPRESS did not have any 
         material debt, liability, or obligation of any nature, whether 
         accrued, absolute, contingent or otherwise and whether due to or 
         become due, that is not reflected in such balance sheet.

2.8      TAX RETURNS.   Within the times and in the manner prescribed by the 
         law, AUTO EXPRESS has filed all federal, state and local tax returns 
         required by law, or has filed proper extensions and has paid all 
         taxes, assessments and penalties due and payable.  The provisions 
         for taxes, if any, reflected in the balance sheet included in 
         Exhibit 2.5 are adequate for any and all federal, state and local 
         taxes for the period ending on the date of that balance sheet and 
         for all prior periods, whether or not disputed.  There are no 
         present disputes as to taxes of any nature payable by AUTO EXPRESS.

2.9      PATENTS, TRADEMARKS AND RIGHTS.    AUTO EXPRESS does not use any
         trademark, service mark, trade name or copy right in it's business 
         or own any patents, patent applications, trademarks, trademark 
         registrations or applications, trade names, service marks, 
         copyrights, copyright registrations or applications.  No person owns 
         any patent, patent application, trademark, trademark registration or 
         application, service mark, trade name, copyright registration or 
         application the use of which is necessary or contemplated in 
         connection with the operation of AUTO EXPRESS's business except as 
         described in this sub-paragraph.

2.10     COMPLIANCE WITH LAWS.    AUTO EXPRESS has complied with and is not 
         in violation of applicable federal, state and local laws, statutes 
         and regulations (including, without limitation, any applicable 
         building, zoning or other law, ordinance or regulation) affecting 
         it's properties or the operation of it's business.

2.11     LITIGATION.    AUTO EXPRESS is not a party to any suit, action, 
         arbitration or legal, administrative or other proceeding, or 
         governmental investigation pending or to the best knowledge of 
         AUTO EXPRESS, threatened against or affecting AUTO EXPRESS or its 
         business, assets or financial condition.  AUTO EXPRESS is not in 
         default with respect to any order, writ, injunction or decree of any 
         federal, state, local or foreign court, department, agency or 
         instrumentality.  AUTO EXPRESS is not engaged in any legal action to 
         recover monies due to it.

2.12     AUTHORITY.     The board of directors of AUTO EXPRESS has authorized 
         the execution of this Agreement and the consummation of transaction 
         contemplated herein.  AUTO EXPRESS has full power to deliver, 
         execute and perform this Agreement and this Agreement is a valid, 
         legal and binding obligation of AUTO EXPRESS and is enforceable in 
         accordance with it's terms and conditions.

                                        Page Three
<PAGE>
2.13     ABILITY TO CARRY OUT OBLIGATIONS.  The execution and delivery of 
         this Agreement by AUTO EXPRESS and the performance by AUTO 
         EXPRESS of it's obligations hereunder in the time and manner 
         contemplated will not cause, constitute or conflict with or result 
         in (a) any breach or violation of any of the provisions of or 
         constitute a default under any license, indenture, mortgage, charter, 
         instruments, articles of incorporation, bylaws or other agreement or 
         instrument to which AUTO EXPRESS is a party or by which it may be 
         bound, nor will any consents or authorizations of any party other 
         than those hereto be required, (b) an event that would permit any 
         party to any agreement or instrument to terminate it or to accelerate 
         the maturity of any indebtedness or other obligation of AUTO EXPRESS 
         or any event that would result in the creation or imposition of any
         lien, charge or encumbrance on any asset of AUTO EXPRESS.

2.14     FULL DISCLOSURE.    None of the representations and warranties made 
         by AUTO EXPRESS herein, or in any exhibit, certificate or memorandum 
         furnished or to be furnished by AUTO EXPRESS or on it's  behalf, 
         contains or will contain any untrue statement of material fact the
         omission of which would be misleading. 

2.15     ASSETS.   Other than as described in Exhibit 2.5, AUTO EXPRESS has 
         good and marketable title to all of it's property free and clear of 
         any and all liens, claims and encumbrances of any nature, form or 
         description.

2.16     INDEMNIFICATION.    AUTO EXPRESS agrees to defend and hold CEC
         harmless against and in respect of any and all claims, demands, 
         losses,  costs, expenses, obligations, liabilities, damages, 
         recoveries and deficiencies, including interest, penalties and 
         reasonable attorney fees, that it shall incur or suffer, which arise 
         out of, result form or relate to any breach of, or failure by AUTO
         EXPRESS to perform by of it's respective representations, warranties, 
         covenants and agreements in this Agreement or in any exhibit or other 
         instrument furnished or to be furnished by AUTO EXPRESS under this 
         Agreement.
         
                                        ARTICLE III

CEC  represents and warrants to AUTO EXPRESS that:

3.1      ORGANIZATION.  CEC is a corporation duly organized, validly existing 
         and in good standing under the laws of the state of Nevada, has all 
         necessary corporate powers to own it's properties and to carry on 
         it's business as now owned and operated by it, and is duly qualified 
         to do business and is in good standing in each of the state where 
         it's business require qualification. 

3.2      CAPITAL.  The authorized Common stock of CEC consists of 50,000,000 
         shares of which approximately 16,000,000 shares are currently issued 
         and outstanding.  All of the issued and outstanding shares of CEC are 
         duly and validly issued, fully paid and non-assessable. 

                                        Page Four
<PAGE>
3.3      SUBSIDIARIES.  As of the date hereof, CEC has three subsidiaries, 
         Moonridge Developement Corp., Mid-Nevada Art, Inc. and Basia 
         Holdings, Inc.

3.4      DIRECTORS AND OFFICERS.  Exhibit 3.4, annexed hereto and hereby
         incorporated herein by reference, contains the names and titles of 
         all directors and officers of CEC as of the date of this Agreement.

3.5      FINANCIAL STATEMENTS.    Exhibit 3.5 to this Agreement, the text of 
         which is hereby incorporated herein by reference, consists of the 
         audited financial statements of CEC as of March 31, 1995), 
         containing the audited balance sheet of CEC and the related 
         statements of operations, statements of stockholders' equity and 
         changes in financial position for the period then ended. The 
         financial statements have been prepared in accordance with the 
         generally accepted accounting principles and practices consistently 
         followed by CEC throughout the period indicated and fairly present 
         the financial position of CEC as of the date of the balance sheet 
         included in the financial statements and the results of operations 
         for the period indicated.

3.6      ABSENCE OF CHANGES. Since March 31, 1995, there has not been any 
         substantial change in the financial condition or operations of CEC, 
         except for changes in the ordinary course of business, which changes 
         have not in the aggregate been materially adverse.

3.7      ABSENCE OF UNDISCLOSED LIABILITIES.     As of March 31, 1995, CEC 
         did not have any material debt, liability, or obligation of any 
         nature, whether accrued, absolute, contingent or otherwise and 
         whether due or to become due, that is not reflected in CEC balance
         sheet as of March 31, 1995.

3.8      AUTHORITY.     The board of directors of CEC has authorized the 
         execution of this Agreement and the consummation of transaction 
         contemplated herein.  CEC has full power to deliver, execute and 
         perform this Agreement and this Agreement is a valid, legal and 
         binding obligation of CEC and is enforceable in accordance with it's 
         terms and conditions.

3.9      ABILITY TO CARRY OUT OBLIGATIONS.  The execution and delivery of 
         this Agreement by CEC and the performance by CEC of it's obligations 
         hereunder in the time and manner contemplated will not cause, 
         constitute or conflict with or results in (a) any breach or
         violation of any of the provisions of or constitute a default under 
         any license, indenture, mortgage, charter, instruments, articles of 
         incorporation, bylaws or other agreement or instrument to which CEC 
         is a party or by which it may be bound, nor will any consents or 
         authorizations of any party other than those hereto be required, (b) 
         an event that would permit any party to any agreement or instrument
         to terminate it or to accelerate the maturity of any indebtedness or 
         other obligation of CEC or any event that would result in the 
         creation or imposition of any lien, charge or encumbrance on any 
         asset of CEC.

                                        Page Five
<PAGE>
3.10     FULL DISCLOSURE.    None of the representations and warranties made 
         by CEC  herein, or any exhibit, certificate or memorandum furnished 
         or to be furnished by CEC  or on it's behalf, contains or will 
         contain any untrue statement of material fact the omission of which 
         would be misleading.

3.11     ASSETS.   CEC has good and marketable title to all of it's property 
         free and clear of any and all liens, claims and encumbrances of any 
         nature, form or description except as described in the financial 
         statement.

3.17     INDEMNIFICATION.    CEC agrees to defend and hold AUTO EXPRESS 
         harmless against and in respect of any and all claims, demands, 
         losses, costs, expenses, obligations, liabilities, damages, 
         recoveries and deficiencies, including interest, penalties and 
         reasonable attorney fees, that it shall incur or suffer, which arise 
         out of, result from or relate to any breach of, or failure by CEC to 
         perform any of it's respective representations, warranties, 
         covenants and agreements in this Agreement or in any exhibit or 
         other instrument furnished or to be furnished by CEC under this 
         Agreement.

                                ARTICLE IV

                                 COVENANTS

4.1      INVESTIGATIVE RIGHTS.    From the date of this Agreement until the 
         closing date, each party shall provide to the other party, and such 
         other party's counsels, accountants, auditors and other authorized 
         representatives, full access during normal business hours and upon 
         reasonable advanced written notice to all of each  party's 
         properties, books, contracts, commitments and records for the 
         purpose of examining the same.  Each party shall furnish the other 
         party with all information concerning each party's affairs as the 
         other party may reasonably request.

4.2      CONDUCT OF BUSINESS.     Prior to the closing, AUTO EXPRESS shall 
         conduct it's business in the normal course and shall not sell, 
         pledge or assign any assets, without prior written approval of the 
         other party, except in the regular course of business.  AUTO EXPRESS
         shall amend it's articles of incorporation (except as described 
         herein) or bylaws, declare dividends, redeem or sell stock or other 
         securities, incur any additional or newly-funded liabilities, 
         acquire or dispose of fixed assets, change employment terms, enter 
         into any material or long-term contract, guarantee obligations of 
         any third party, settle or discharge any balance sheet receivable 
         for less than it's stated amount or enter into any other transaction 
         other than in the regular course of business.

4.3      REQUIRED CORPORATE ACTION BY AUTO EXPRESS.    AUTO EXPRESS shall
         cause a meeting of its directors to be duly called and held as soon 
         as practicable for the purpose of  (i) election of Gerald Levine, 
         Marie Levine and Byron Weiss as officers and directors of the 
         corporations and (ii) the approval by the directors of this 
         Agreement.

                                        Page Six
<PAGE>
4.4      OFFICERS AND DIRECTORS.  Effective on the closing date, the officers 
         and  directors of AUTO EXPRESS will consist of the following:

         Leon Harte          -         President, Director 
         Debbie Harte        -         Secretary and Treasurer, Director
         Byron Weiss         -         Director
         Gerald Levine       -         Director
         Marie Levine        -         Director
                                
                                ARTICLE VI

                                 CLOSING

7.1      CLOSING.  The closing of this transaction shall be held in Devner, 
         Colorado, or such other place as shall mutually be agreed upon, on 
         such date as shall be mutually agreed upon by the parties.

At the closing the following documents, in form reasonably acceptable to 
counsel to the parties or as set forth herein, shall be delivered:

By CEC:

         A.        An officer's certificate, dated the closing date, that all 
                   representations, warranties, covenants and conditions set 
                   forth in this Agreement on behalf of CEC are true and 
                   correct as of or have been fully performed and compiled 
                   with by the closing date.

         B.        A signed Consent and/or minutes of the Directors of CEC 
                   approving this Agreement and issuance of shares and each 
                   matter to be approved by the Directors of CEC under this 
                   Agreement.

By AUTO EXPRESS:

         A.        An officer's certificate, dated the closing date, that all 
                   representations, warranties, covenants and conditions set 
                   forth in this Agreement on behalf of AUTO EXPRESS are true 
                   and correct as of or have been fully performed and 
                   compiled with by the closing date.

         B.        A signed Consent and/or minutes of the Directors of AUTO 
                   EXPRESS approving this Agreement and each matter to be 
                   approved by the Directors of AUTO EXPRESS under this 
                   Agreement.

7.2      ISSUANCE OF CEC STOCK: As promptly as practicable after the closing 
         date, each holder of an outstanding certificate or certificates 
         representing shares of AUTO EXPRESS Common stock shall surrender the 
         same to CEC and shall receive, in exchange, a certificate or 
         certificates representing the number of shares of CEC Common stock 
         for which the shares of AUTO EXPRESS Common stock represented by the 
         certificate or certificates shall have been exchanged.  See 
         Exhibit 7.2.

                                        Page Seven
<PAGE>
                               ARTICLE VIII


REMIDITIES


                                                    
8.1      DISPUTES. Any dispute that might arise over the enforcement, 
         interpretation or execution of this Agreement and which is not 
         amicably settled will be submitted to arbitration in Nevada, before 
         a panel of arbitrators selected as follows:  Within ten (10) days 
         of demand by either party for arbitration, each party will select 
         one (1) arbitrator and those (2) two persons shall constitute a 
         panel of arbitrators.  The arbitrators will conduct the hearings on 
         continuous business days, and their decisions will be by majority 
         vote.  All costs of the arbitrators will be shared equally, but the 
         arbitrators are authorized to award costs and counsel fees to the 
         prevailing party, if necessary.  All documents to be brought into 
         evidence will be produced within 10 days of notice of request for 
         arbitration.

8.2      COSTS.    If any legal action or any arbitration or other proceeding 
        is brought for the enforcement of this Agreement or because of an 
        alleged dispute, breach, default or misrepresentation in connection 
        with any of the provisions of this Agreement, the successful or 
        prevailing party or parties shall be entitled to recover reasonable 
        attorney's fees and other costs incurred in that action or proceeding, 
        in addition to any other costs incurred in that action or proceeding, 
        in addition to any other relief to which it or they may be entitled.

8.3      TERMINATION.   In addition to the other remedies, any of the parties 
         hereto may on the closing date terminate this Agreement, without 
         liability if the respective Board of Directors of CEC and AUTO 
         EXPRESS shall consent to the termination of this Agreement.
         
                                ARTICLE IX

MISCELLANEOUS

9.1      CAPTIONS AND HEADINGS.   The Articles and paragraph headings 
         throughout this Agreement are for convenience and reference only and 
         shall in no way be deemed to define, limit or add to the meaning of 
         any provision of this Agreement.

9.2      NO ORAL CHANGE.     This Agreement and any provisions hereof, may not 
         be waived, changed, modified or discharged orally, but it can be 
         changed by an agreement in writing signed by the party against whom 
         enforcement of any waiver, change, modification or discharge is 
         sought.

                                        Page Eight
<PAGE>
9.3      NON-WAIVER.    Except as otherwise expressly provided herein, no 
         waiver of any covenant, provision or condition of this Agreement 
         shall be deemed to have been made unless expressly in writing and 
         signed by the party against whom such waiver is charged and (i) 
         the failure of any party to insist in any one or more cases upon the 
         performance of any of the provision, covenants or conditions of this 
         Agreement or to exercise any option herein contained shall not be 
         construed as a waiver or relinquishment for the future of any such 
         provisions, covenants or conditions, (ii) the acceptance of 
         performance of anything required by this agreement to be performed 
         with the knowledge of the breach or failure of a covenant, provision 
         or conditions hereof shall not be deemed a waiver of such breach or 
         failure and (iii) no waiver by any party shall be construed as a 
         waiver with respect to any other or subsequent breach.

9.4      TIME OF ESSENCE.    Time is the essence of this Agreement and of 
         each and every provision hereof. 

9.5      ENTIRE AGREEMENT.   This Agreement contains the entire Agreement and
         understanding between the parties hereto and supersedes all prior 
         agreements and understandings.

9.6      CHOICE OF LAW. This Agreement and it's application shall be governed 
         by the laws of the state of Nevada.

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

9.8      NOTICES.  All notices, requests, demands and other communications 
         under this Agreement shall be in writhing and shall be  deemed to 
         have been duly given on the date of service if given personally on 
         the party to whom notice is to be given or on the third day after 
         mailing if mailed to the party to whom notice is to be given, by 
         first class mail, registered or certified, postage prepaid and 
         properly addressed as follows:

          C.E.C. Industries Corp.
          23 Cactus Gargen Dr. F-23 
          Henderson, Nevada  89014

          AUTO EXPRESS 
          1717 E. 39th Ave.
          Denver, CO 80205

          Byron Weiss
          3939 Williams Street
          Denver, CO 80205     

                                        Page Nine
<PAGE>
9.9      BINDING EFFECT.     This Agreement shall inure to and be binding 
         upon the heirs, executors, personal representatives, successors and 
         assigns of each of the parties to this agreement.

9.10     EFFECT OF CLOSING.  All Representations, warranties, covenants and
         agreements of the parties contained in this Agreement, or in any 
         instrument, certificate, opinion or other writing provided for in it 
         shall survive the closing of this Agreement.

9.11     MUTUAL COOPERATION. The parties hereto shall cooperate with each 
         other to achieve the purpose of this Agreement and shall execute 
         such other and further actions as may be necessary or convenient to 
         effect the transaction described herein.

9.12     ANNOUNCEMENTS. CEC will be  announcing this transactions to the 
         general public or to employees, customers or suppliers.

9.13     EXPENSES. Each party will pay it's own legal, accounting and any 
         other out-of-pocket expenses reasonably incurred in connection with 
         this transaction, whether or not the transaction contemplated hereby 
         is consummated.

9.14     SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The representations, 
         warranties and agreements of the parties set forth in this Agreement 
         shall survive the Closing irrespective of any investigation made for 
         or on behalf of any party.

9.16     EXHIBITS. As of the execution hereof, the parties hereto have 
         provided each other with the Exhibits provided for hereinabove, 
         including any items referenced therein or required to be attached t
         hereto.  Any material changes to the Exhibits shall be immediately 
         disclosed to the other party.

                                        Page Ten
<PAGE>
AGREED TO AND ACCEPTED as of the date first above written:


                     C.E.C. INDUSTRIES CORP.


                     /s/Gerald Levine
                     Gerald Levine, President


                      AUTO EXPRESS, INC. 


                      /s/Leon Harte
                      Leon Harte, President


          
                      /s/Leon Harte
                      Leon Harte, Shareholder



                      /s/Debbie Harte
                      Debbie Harte, Shareholder



                      /s/Byron Weiss
                      Byron Weiss, Shareholder

                                        Page Eleven

<PAGE>
EXHIBIT 7.2  ISSUANCE OF CEC STOCK:


NAME           CEC STOCK AUTO EXPRESS
OF SHAREHOLDERS     TO BE ISSUED       TO BE SURRENDERED


LEON HARTE          255,000        5,100

DEBBIE HARTE        120,000        2,400

BYRON WEISS         125,000        2,500
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UNITED STATES 
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington D.C., 20549

                                 Form 8-K

                              CURRENT REPORT

                  Pursuant to Section 13 or 15(d) of the 
                      Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported) June 15, 1996
                                                                  

                      Commission file number 0-16734

                          C.E.C. INDUSTRIES CORP.
            (Exact name of registrant as specified in charter)
                                                                   
          Nevada                                       87-0217252
     (State of other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                    Identification Number)

     23 Cactus Garden Drive, F-60
     Green Valley (Henderson), Nevada                  89014
     (Address of Principal Executive Office)           (Zip Code)
                              (702) 893-4747
           (Registrant's Telephone Number, Including Area Code)
                                     
                                Copies To:
                               Gerald Levine
                                 President
                       23 Cactus Garden Drive, F-23
                          Henderson, Nevada 89014
                              (702)893-4747
C.E.C. Industries Corp. Page 2

Item No 1 Changes in Control of Registrant.

No events to report.

Item No. 2.    Acquisition or Disposition of Assets.

     On June 15, 1996, the Company entered into a Stock Exhange Agreement to
acquire 100% of the issued and outstanding stock of Auto Express, Inc., a 
Colorado Corporation involved in the transportation of Automobiles nationwide.  
Auto Express had sales of $680,000 in 1994, and $1,800,000 in 1995, and has 
projected sales of over $3 Million for fiscal 1996. Pursuant to the terms
of the agreement, the Company will issue 500,000 shares for stock of the 
acquisition.  

Item No. 3.    Bankruptcy or Receivership.

No events to report.

Item No. 4.    Changes in Registrant's Certifying Accountant.

No events to report.

Item No. 5.    Other Events.

No events to report.

Item No. 6.    Resignation of Registrant's Directors.

No events to report.

Item No. 7. Financial Statements, Proforma Financial Information and Exhibits.

     Exhibit - Stock Exchange Agreement.
C.E.C. Industris Corp. Page Three

                               SIGNATURES
                                    
Pursuant to the requirements of the Securities and Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

C.E.C. Industries Corp.

By: /s/Gerald Levine                          Dated:   June 26, 1996
       Gerald Levine, President
AGREEMENT
                  CONCERNING THE EXCHANGE OF COMMON STOCK
                                  BETWEEN
                          C.E.C. INDUSTRIES CORP.
                                    AND
                  THE SHAREHOLDERS OF AUTO EXPRESS, INC.

AGREEMENT, made this 15th day of June, 1996 by and between C.E.C. Industries, 
Inc. a Nevada corporation ("CEC"), and the Shareholders of Auto Express, Inc.,  
a Colorado corporation ("AUTO EXPRESS").

WHEREAS, CEC desires to acquire all of the issued and outstanding shares of
common stock of AUTO EXPRESS in exchange for Common Shares of stock in CEC:

NOW, THEREFORE, in consideration of the mutual promises, covenants and 
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
                
                                 ARTICLE I

1.1      ISSUANCE OF SHARES.    Subject to all of the terms and conditions 
         of this Agreement, CEC agrees to offer 500,000 shares in treasury 
         common stock in CEC in exchange for all of the shares of AUTO 
         EXPRESS Common  stock issued and outstanding. The common stock in
         CEC will be issued directly to the shareholders of AUTO EXPRESS as 
         follows:

          Leon Harte          255,000   51%
          Debbie Harte        120,000   24%
          Byron Weiss         125,000   25%  

1.2      EXEMPTION FROM REGISTRATION.  The parties hereto intend that the 
         Common stock to be issued by CEC to the shareholders of AUTO EXPRESS 
         shall be exempt form the registration requirement of the Securities 
         Act of 1922, as amended (the "Act"), pursuant to section 4(2) and/or
         3 (b) of the Act and the rules and regulation promulgated thereunder.

                                        Page 1
1.3      INVESTMENT INTENT.  Prior to the consummation of the Exchange Offer, 
         the shareholders of AUTO EXPRESS shall execute Letters of Acceptance 
         and such other documents containing, among other things, 
         representations and warranties relating to investment intent and
         investor status, restrictions on transferability and restrictive 
         legends such that the counsel for both CEC and AUTO EXPRESS shall be 
         satisfied that the exchange of shares as contemplated by this 
         Agreement will be exempt form the registration requirements of the 
         Act. 
                                ARTICLE II

                     REPRESENTATIONS AND WARRANTIES OF AUTO EXPRESS

AUTO EXPRESS represents and warrants to CEC that:

2.1      ORGANIZATION.  AUTO EXPRESS is a corporation duly organized, validly
         existing, and in good standing under the laws of the state of 
         Colorado, has all necessary corporate powers to own it's properties 
         and to carry on it's business as now owned and operated by it, and
         is duly qualified to do business and is in good standing in each of 
         the states where it's business requires qualification.

2.2      CAPITAL.  The authorized capital stock of AUTO EXPRESS consists of 
         10,000 shares of Common stock, no par value, of which 10,000 shares 
         are currently issued and outstanding.  All of the issued and 
         outstanding shares of AUTO EXPRESS are duly and validly issued, 
         dully paid and non-assessable.  There are no outstanding 
         subscriptions, option, rights, warrants, debentures, instruments, 
         convertible securities or other agreements or commitments obligating
         AUTO EXPRESS to issue or transfer from treasury any additional 
         shares of it's capital stock of any class.

2.3      SUBSIDIARIES.  As of the date hereof, AUTO EXPRESS does not have any
         subsidiaries or own any interest in any other enterprise (whether or 
         not such enterprise in a corporation) except as disclosed herein.

2.4      DIRECTORS AND OFFICERS.  The officers and directors of AUTO EXPRESS 
         as of the date of this contract are Leon Harte as President and 
         Director, and Debbie Harte as Secretary and Director.

2.5      FINANCIAL STATEMENTS.    Exhibit 2.5 to this Agreement, the text of 
         which is hereby incorporated herein by reference, consists of the 
         financial statements of AUTO EXPRESS as of May 31, 1996. 

2.6      ABSENCE OF CHANGES. Since the date of the balance sheet included in 
         Exhibit 2.5 there has not been any substantial change in the 
         financial condition or operations of AUTO EXPRESS except for changes 
         in the ordinary course of business, which changes have not in the
         aggregate been materially adverse. 

                                        Page Two
2.7      ABSENCE OF UNDISCLOSED LIABILITIES.     As of the date of the 
         balance sheet included in Exhibit 2.5, AUTO EXPRESS did not have any 
         material debt, liability, or obligation of any nature, whether 
         accrued, absolute, contingent or otherwise and whether due to or 
         become due, that is not reflected in such balance sheet.

2.8      TAX RETURNS.   Within the times and in the manner prescribed by the 
         law, AUTO EXPRESS has filed all federal, state and local tax returns 
         required by law, or has filed proper extensions and has paid all 
         taxes, assessments and penalties due and payable.  The provisions 
         for taxes, if any, reflected in the balance sheet included in 
         Exhibit 2.5 are adequate for any and all federal, state and local 
         taxes for the period ending on the date of that balance sheet and 
         for all prior periods, whether or not disputed.  There are no 
         present disputes as to taxes of any nature payable by AUTO EXPRESS.

2.9      PATENTS, TRADEMARKS AND RIGHTS.    AUTO EXPRESS does not use any
         trademark, service mark, trade name or copy right in it's business 
         or own any patents, patent applications, trademarks, trademark 
         registrations or applications, trade names, service marks, 
         copyrights, copyright registrations or applications.  No person owns 
         any patent, patent application, trademark, trademark registration or 
         application, service mark, trade name, copyright registration or 
         application the use of which is necessary or contemplated in 
         connection with the operation of AUTO EXPRESS's business except as 
         described in this sub-paragraph.

2.10     COMPLIANCE WITH LAWS.    AUTO EXPRESS has complied with and is not 
         in violation of applicable federal, state and local laws, statutes 
         and regulations (including, without limitation, any applicable 
         building, zoning or other law, ordinance or regulation) affecting 
         it's properties or the operation of it's business.

2.11     LITIGATION.    AUTO EXPRESS is not a party to any suit, action, 
         arbitration or legal, administrative or other proceeding, or 
         governmental investigation pending or to the best knowledge of 
         AUTO EXPRESS, threatened against or affecting AUTO EXPRESS or its 
         business, assets or financial condition.  AUTO EXPRESS is not in 
         default with respect to any order, writ, injunction or decree of any 
         federal, state, local or foreign court, department, agency or 
         instrumentality.  AUTO EXPRESS is not engaged in any legal action to 
         recover monies due to it.

2.12     AUTHORITY.     The board of directors of AUTO EXPRESS has authorized 
         the execution of this Agreement and the consummation of transaction 
         contemplated herein.  AUTO EXPRESS has full power to deliver, 
         execute and perform this Agreement and this Agreement is a valid, 
         legal and binding obligation of AUTO EXPRESS and is enforceable in 
         accordance with it's terms and conditions.

                                        Page Three
2.13     ABILITY TO CARRY OUT OBLIGATIONS.  The execution and delivery of 
         this Agreement by AUTO EXPRESS and the performance by AUTO 
         EXPRESS of it's obligations hereunder in the time and manner 
         contemplated will not cause, constitute or conflict with or result 
         in (a) any breach or violation of any of the provisions of or 
         constitute a default under any license, indenture, mortgage, charter, 
         instruments, articles of incorporation, bylaws or other agreement or 
         instrument to which AUTO EXPRESS is a party or by which it may be 
         bound, nor will any consents or authorizations of any party other 
         than those hereto be required, (b) an event that would permit any 
         party to any agreement or instrument to terminate it or to accelerate 
         the maturity of any indebtedness or other obligation of AUTO EXPRESS 
         or any event that would result in the creation or imposition of any
         lien, charge or encumbrance on any asset of AUTO EXPRESS.

2.14     FULL DISCLOSURE.    None of the representations and warranties made 
         by AUTO EXPRESS herein, or in any exhibit, certificate or memorandum 
         furnished or to be furnished by AUTO EXPRESS or on it's  behalf, 
         contains or will contain any untrue statement of material fact the
         omission of which would be misleading. 

2.15     ASSETS.   Other than as described in Exhibit 2.5, AUTO EXPRESS has 
         good and marketable title to all of it's property free and clear of 
         any and all liens, claims and encumbrances of any nature, form or 
         description.

2.16     INDEMNIFICATION.    AUTO EXPRESS agrees to defend and hold CEC
         harmless against and in respect of any and all claims, demands, 
         losses,  costs, expenses, obligations, liabilities, damages, 
         recoveries and deficiencies, including interest, penalties and 
         reasonable attorney fees, that it shall incur or suffer, which arise 
         out of, result form or relate to any breach of, or failure by AUTO
         EXPRESS to perform by of it's respective representations, warranties, 
         covenants and agreements in this Agreement or in any exhibit or other 
         instrument furnished or to be furnished by AUTO EXPRESS under this 
         Agreement.
         
                                        ARTICLE III

CEC  represents and warrants to AUTO EXPRESS that:

3.1      ORGANIZATION.  CEC is a corporation duly organized, validly existing 
         and in good standing under the laws of the state of Nevada, has all 
         necessary corporate powers to own it's properties and to carry on 
         it's business as now owned and operated by it, and is duly qualified 
         to do business and is in good standing in each of the state where 
         it's business require qualification. 

3.2      CAPITAL.  The authorized Common stock of CEC consists of 50,000,000 
         shares of which approximately 16,000,000 shares are currently issued 
         and outstanding.  All of the issued and outstanding shares of CEC are 
         duly and validly issued, fully paid and non-assessable. 

                                        Page Four
3.3      SUBSIDIARIES.  As of the date hereof, CEC has three subsidiaries, 
         Moonridge Developement Corp., Mid-Nevada Art, Inc. and Basia 
         Holdings, Inc.

3.4      DIRECTORS AND OFFICERS.  Exhibit 3.4, annexed hereto and hereby
         incorporated herein by reference, contains the names and titles of 
         all directors and officers of CEC as of the date of this Agreement.

3.5      FINANCIAL STATEMENTS.    Exhibit 3.5 to this Agreement, the text of 
         which is hereby incorporated herein by reference, consists of the 
         audited financial statements of CEC as of March 31, 1995), 
         containing the audited balance sheet of CEC and the related 
         statements of operations, statements of stockholders' equity and 
         changes in financial position for the period then ended. The 
         financial statements have been prepared in accordance with the 
         generally accepted accounting principles and practices consistently 
         followed by CEC throughout the period indicated and fairly present 
         the financial position of CEC as of the date of the balance sheet 
         included in the financial statements and the results of operations 
         for the period indicated.

3.6      ABSENCE OF CHANGES. Since March 31, 1995, there has not been any 
         substantial change in the financial condition or operations of CEC, 
         except for changes in the ordinary course of business, which changes 
         have not in the aggregate been materially adverse.

3.7      ABSENCE OF UNDISCLOSED LIABILITIES.     As of March 31, 1995, CEC 
         did not have any material debt, liability, or obligation of any 
         nature, whether accrued, absolute, contingent or otherwise and 
         whether due or to become due, that is not reflected in CEC balance
         sheet as of March 31, 1995.

3.8      AUTHORITY.     The board of directors of CEC has authorized the 
         execution of this Agreement and the consummation of transaction 
         contemplated herein.  CEC has full power to deliver, execute and 
         perform this Agreement and this Agreement is a valid, legal and 
         binding obligation of CEC and is enforceable in accordance with it's 
         terms and conditions.

3.9      ABILITY TO CARRY OUT OBLIGATIONS.  The execution and delivery of 
         this Agreement by CEC and the performance by CEC of it's obligations 
         hereunder in the time and manner contemplated will not cause, 
         constitute or conflict with or results in (a) any breach or
         violation of any of the provisions of or constitute a default under 
         any license, indenture, mortgage, charter, instruments, articles of 
         incorporation, bylaws or other agreement or instrument to which CEC 
         is a party or by which it may be bound, nor will any consents or 
         authorizations of any party other than those hereto be required, (b) 
         an event that would permit any party to any agreement or instrument
         to terminate it or to accelerate the maturity of any indebtedness or 
         other obligation of CEC or any event that would result in the 
         creation or imposition of any lien, charge or encumbrance on any 
         asset of CEC.

                                        Page Five
3.10     FULL DISCLOSURE.    None of the representations and warranties made 
         by CEC  herein, or any exhibit, certificate or memorandum furnished 
         or to be furnished by CEC  or on it's behalf, contains or will 
         contain any untrue statement of material fact the omission of which 
         would be misleading.

3.11     ASSETS.   CEC has good and marketable title to all of it's property 
         free and clear of any and all liens, claims and encumbrances of any 
         nature, form or description except as described in the financial 
         statement.

3.17     INDEMNIFICATION.    CEC agrees to defend and hold AUTO EXPRESS 
         harmless against and in respect of any and all claims, demands, 
         losses, costs, expenses, obligations, liabilities, damages, 
         recoveries and deficiencies, including interest, penalties and 
         reasonable attorney fees, that it shall incur or suffer, which arise 
         out of, result from or relate to any breach of, or failure by CEC to 
         perform any of it's respective representations, warranties, 
         covenants and agreements in this Agreement or in any exhibit or 
         other instrument furnished or to be furnished by CEC under this 
         Agreement.

                                ARTICLE IV

                                 COVENANTS

4.1      INVESTIGATIVE RIGHTS.    From the date of this Agreement until the 
         closing date, each party shall provide to the other party, and such 
         other party's counsels, accountants, auditors and other authorized 
         representatives, full access during normal business hours and upon 
         reasonable advanced written notice to all of each  party's 
         properties, books, contracts, commitments and records for the 
         purpose of examining the same.  Each party shall furnish the other 
         party with all information concerning each party's affairs as the 
         other party may reasonably request.

4.2      CONDUCT OF BUSINESS.     Prior to the closing, AUTO EXPRESS shall 
         conduct it's business in the normal course and shall not sell, 
         pledge or assign any assets, without prior written approval of the 
         other party, except in the regular course of business.  AUTO EXPRESS
         shall amend it's articles of incorporation (except as described 
         herein) or bylaws, declare dividends, redeem or sell stock or other 
         securities, incur any additional or newly-funded liabilities, 
         acquire or dispose of fixed assets, change employment terms, enter 
         into any material or long-term contract, guarantee obligations of 
         any third party, settle or discharge any balance sheet receivable 
         for less than it's stated amount or enter into any other transaction 
         other than in the regular course of business.

4.3      REQUIRED CORPORATE ACTION BY AUTO EXPRESS.    AUTO EXPRESS shall
         cause a meeting of its directors to be duly called and held as soon 
         as practicable for the purpose of  (i) election of Gerald Levine, 
         Marie Levine and Byron Weiss as officers and directors of the 
         corporations and (ii) the approval by the directors of this 
         Agreement.

                                        Page Six
4.4      OFFICERS AND DIRECTORS.  Effective on the closing date, the officers 
         and  directors of AUTO EXPRESS will consist of the following:

         Leon Harte          -         President, Director 
         Debbie Harte        -         Secretary and Treasurer, Director
         Byron Weiss         -         Director
         Gerald Levine       -         Director
         Marie Levine        -         Director
                                
                                ARTICLE VI

                                 CLOSING

7.1      CLOSING.  The closing of this transaction shall be held in Devner, 
         Colorado, or such other place as shall mutually be agreed upon, on 
         such date as shall be mutually agreed upon by the parties.

At the closing the following documents, in form reasonably acceptable to 
counsel to the parties or as set forth herein, shall be delivered:

By CEC:

         A.        An officer's certificate, dated the closing date, that all 
                   representations, warranties, covenants and conditions set 
                   forth in this Agreement on behalf of CEC are true and 
                   correct as of or have been fully performed and compiled 
                   with by the closing date.

         B.        A signed Consent and/or minutes of the Directors of CEC 
                   approving this Agreement and issuance of shares and each 
                   matter to be approved by the Directors of CEC under this 
                   Agreement.

By AUTO EXPRESS:

         A.        An officer's certificate, dated the closing date, that all 
                   representations, warranties, covenants and conditions set 
                   forth in this Agreement on behalf of AUTO EXPRESS are true 
                   and correct as of or have been fully performed and 
                   compiled with by the closing date.

         B.        A signed Consent and/or minutes of the Directors of AUTO 
                   EXPRESS approving this Agreement and each matter to be 
                   approved by the Directors of AUTO EXPRESS under this 
                   Agreement.

7.2      ISSUANCE OF CEC STOCK: As promptly as practicable after the closing 
         date, each holder of an outstanding certificate or certificates 
         representing shares of AUTO EXPRESS Common stock shall surrender the 
         same to CEC and shall receive, in exchange, a certificate or 
         certificates representing the number of shares of CEC Common stock 
         for which the shares of AUTO EXPRESS Common stock represented by the 
         certificate or certificates shall have been exchanged.  See 
         Exhibit 7.2.

                                        Page Seven
ARTICLE VIII

REMIDITIES

                                                    
8.1      DISPUTES. Any dispute that might arise over the enforcement, 
         interpretation or execution of this Agreement and which is not 
         amicably settled will be submitted to arbitration in Nevada, before 
         a panel of arbitrators selected as follows:  Within ten (10) days 
         of demand by either party for arbitration, each party will select 
         one (1) arbitrator and those (2) two persons shall constitute a 
         panel of arbitrators.  The arbitrators will conduct the hearings on 
         continuous business days, and their decisions will be by majority 
         vote.  All costs of the arbitrators will be shared equally, but the 
         arbitrators are authorized to award costs and counsel fees to the 
         prevailing party, if necessary.  All documents to be brought into 
         evidence will be produced within 10 days of notice of request for 
         arbitration.

8.2      COSTS.    If any legal action or any arbitration or other proceeding 
        is brought for the enforcement of this Agreement or because of an 
        alleged dispute, breach, default or misrepresentation in connection 
        with any of the provisions of this Agreement, the successful or 
        prevailing party or parties shall be entitled to recover reasonable 
        attorney's fees and other costs incurred in that action or proceeding, 
        in addition to any other costs incurred in that action or proceeding, 
        in addition to any other relief to which it or they may be entitled.

8.3      TERMINATION.   In addition to the other remedies, any of the parties 
         hereto may on the closing date terminate this Agreement, without 
         liability if the respective Board of Directors of CEC and AUTO 
         EXPRESS shall consent to the termination of this Agreement.
         
                                ARTICLE IX

MISCELLANEOUS

9.1      CAPTIONS AND HEADINGS.   The Articles and paragraph headings 
         throughout this Agreement are for convenience and reference only and 
         shall in no way be deemed to define, limit or add to the meaning of 
         any provision of this Agreement.

9.2      NO ORAL CHANGE.     This Agreement and any provisions hereof, may not 
         be waived, changed, modified or discharged orally, but it can be 
         changed by an agreement in writing signed by the party against whom 
         enforcement of any waiver, change, modification or discharge is 
         sought.

                                        Page Eight
9.3      NON-WAIVER.    Except as otherwise expressly provided herein, no 
         waiver of any covenant, provision or condition of this Agreement 
         shall be deemed to have been made unless expressly in writing and 
         signed by the party against whom such waiver is charged and (i) 
         the failure of any party to insist in any one or more cases upon the 
         performance of any of the provision, covenants or conditions of this 
         Agreement or to exercise any option herein contained shall not be 
         construed as a waiver or relinquishment for the future of any such 
         provisions, covenants or conditions, (ii) the acceptance of 
         performance of anything required by this agreement to be performed 
         with the knowledge of the breach or failure of a covenant, provision 
         or conditions hereof shall not be deemed a waiver of such breach or 
         failure and (iii) no waiver by any party shall be construed as a 
         waiver with respect to any other or subsequent breach.

9.4      TIME OF ESSENCE.    Time is the essence of this Agreement and of 
         each and every provision hereof. 

9.5      ENTIRE AGREEMENT.   This Agreement contains the entire Agreement and
         understanding between the parties hereto and supersedes all prior 
         agreements and understandings.

9.6      CHOICE OF LAW. This Agreement and it's application shall be governed 
         by the laws of the state of Nevada.

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

9.8      NOTICES.  All notices, requests, demands and other communications 
         under this Agreement shall be in writhing and shall be  deemed to 
         have been duly given on the date of service if given personally on 
         the party to whom notice is to be given or on the third day after 
         mailing if mailed to the party to whom notice is to be given, by 
         first class mail, registered or certified, postage prepaid and 
         properly addressed as follows:

          C.E.C. Industries Corp.
          23 Cactus Gargen Dr. F-23 
          Henderson, Nevada  89014

          AUTO EXPRESS 
          1717 E. 39th Ave.
          Denver, CO 80205

          Byron Weiss
          3939 Williams Street
          Denver, CO 80205     

                                        Page Nine
9.9      BINDING EFFECT.     This Agreement shall inure to and be binding 
         upon the heirs, executors, personal representatives, successors and 
         assigns of each of the parties to this agreement.

9.10     EFFECT OF CLOSING.  All Representations, warranties, covenants and
         agreements of the parties contained in this Agreement, or in any 
         instrument, certificate, opinion or other writing provided for in it 
         shall survive the closing of this Agreement.

9.11     MUTUAL COOPERATION. The parties hereto shall cooperate with each 
         other to achieve the purpose of this Agreement and shall execute 
         such other and further actions as may be necessary or convenient to 
         effect the transaction described herein.

9.12     ANNOUNCEMENTS. CEC will be  announcing this transactions to the 
         general public or to employees, customers or suppliers.

9.13     EXPENSES. Each party will pay it's own legal, accounting and any 
         other out-of-pocket expenses reasonably incurred in connection with 
         this transaction, whether or not the transaction contemplated hereby 
         is consummated.

9.14     SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The representations, 
         warranties and agreements of the parties set forth in this Agreement 
         shall survive the Closing irrespective of any investigation made for 
         or on behalf of any party.

9.16     EXHIBITS. As of the execution hereof, the parties hereto have 
         provided each other with the Exhibits provided for hereinabove, 
         including any items referenced therein or required to be attached t
         hereto.  Any material changes to the Exhibits shall be immediately 
         disclosed to the other party.

                                        Page Ten
AGREED TO AND ACCEPTED as of the date first above written:

                     C.E.C. INDUSTRIES CORP.

                     /s/Gerald Levine
                     Gerald Levine, President

                      AUTO EXPRESS, INC. 

                      /s/Leon Harte
                      Leon Harte, President

          
                      /s/Leon Harte
                      Leon Harte, Shareholder

                      /s/Debbie Harte
                      Debbie Harte, Shareholder

                      /s/Byron Weiss
                      Byron Weiss, Shareholder

                                        Page Eleven
EXHIBIT 7.2  ISSUANCE OF CEC STOCK:

NAME           CEC STOCK AUTO EXPRESS
OF SHAREHOLDERS     TO BE ISSUED       TO BE SURRENDERED

LEON HARTE          255,000        5,100

DEBBIE HARTE        120,000        2,400

BYRON WEISS         125,000        2,500