THIS AGREEMENT ("Agreement") is made and entered into as of June 28, 1996, by and between Allen J.
Sheerin ("Sheerin") and Reddi Brake Supply Corporation, a Nevada corporation ("Reddi Brake"), with reference
to the following facts:
A. Sheerin has executed an Amended and Restated Promissory Note (the "Note"), dated April 7, 1994, in favor
of Reddi Brake, the outstanding balance of which, as of May 1, 1996, is Four Hundred Fifty-Nine Thousand Six
Hundred Nine Dollars and Ninety-Six Cents ($459,609.96).
B. Sheerin currently owes Reddi Brake an additional sum of Fifty Thousand Dollars ($50,000) (the "Good Faith
Deposit") pursuant to that certain Stock Purchase Agreement, dated June 28, 1996, between Sheerin and Reddi
C. As of April 30, 1996, pursuant to that certain Settlement Agreement, dated April 7, 1994, by and between
Reddi Brake and Sheerin (the "Settlement Agreement"), Reddi Brake owed Sheerin Two Hundred Seventy-
Seven Thousand Eight Hundred Eleven Dollars and Seventy-Two Cents ($277,811.72) (the "Indebtedness").
D. The parties agree that Reddi Brake shall reduce the balance of the Note by an amount equal to the difference
between the Indebtedness and the Good Faith Deposit in consideration of Sheerin's cancellation of the
Indebtedness, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises and agreements contained herein, the
parties agree as follows:
1. Reddi Brake hereby agrees to (a) reduce, effective immediately, the outstanding balance of principal and
accrued but unpaid interest on the Note by the net amount of Two Hundred Twenty-Seven Thousand Eight
Hundred Eleven Dollars and Seventy-Two Cents ($227,811.72) to Two Hundred Thirty-One Thousand Seven
Hundred Ninety-Eight Dollars and Twenty Four Cents ($231,798.24) pursuant to an Addendum to Amended
and Restated Promissory Note of even date herewith and (b) cancel Sheerin's obligations to return to Reddi
Brake the Good Faith Depo