SHARE EXCHANGE AGREEMENT

         THIS SHARE  EXCHANGE (the  "Agreement")  is made and entered into as of
the 1st day of December 1998 (the  "Effective  Date")  between  Thomas E. Biddix
(the "Seller"), and Transamerican Petroleum Corporation,  a Colorado Corporation
(the "Purchaser").

                              W I T N E S S E T H :

         WHEREAS,  Seller  holds all of the  issued  and  outstanding  shares of
capital stock of Pre-Cell Solutions,  Inc., a Florida corporation  ("Pre-Cell"),
which  consist  of 100  shares of common  stock,  par value  $.01 per share (the
"Shares"); and

         WHEREAS, the Purchaser desires to acquire all of the Shares from Seller
by  exchanging  shares  of its  common  stock  for the  Shares  on the terms and
conditions set forth in this Agreement; and

         WHEREAS,  the Seller  desires to exchange  his Shares for shares of the
Purchaser's  common  stock  on the  terms  and  conditions  set  forth  in  this
Agreement;

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
herein  contained,  and other good and  valuable  consideration,  the receipt of
which is hereby acknowledged, the parties hereby agree as follows:

         1. Incorporation by Reference.  The above recitals are true and correct
and are incorporated herein by this reference.

         2.  Share  Exchange.  Subject  to the  terms  and  conditions  of  this
Agreement, the Purchaser shall acquire all of the Seller's Shares in Pre-Cell in
exchange for 32,156,000  shares of Purchaser's  common stock, par value $.01 per
share  (the  "Exchange  Shares").   Simultaneous  with  the  execution  of  this
Agreement,   Seller  shall  deliver  to  Purchaser  duly  endorsed  certificates
representing  all of the Pre-Cell  Shares.  Upon receipt of the Pre-Cell Shares,
Purchaser shall deliver to Seller the Exchange Shares.

         3.  Directors  and  Officers.  Upon  consummation  of the  transactions
contemplated  by this Agreement,  the current  directors shall appoint Thomas E.
Biddix and Timothy F.  McWilliams  as  directors of the  Purchaser.  Thereafter,
Georges Laroze, Sylvain Laroze and Valerie Puccia shall resign as directors.

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         4. Closing and Conditions to Closing.

                  4.1 Closing.  The closing of the transactions  contemplated by
this Agreement (the "Closing") shall take place and be effective  simultaneously
with the execution of this Agreement (the "Closing Date").

                  4.2  Conditions  to Closing.  The Closing  shall be subject to
satisfaction  of the conditions that (i) the  representations  and warranties of
the Seller contained in Section 5 hereof and the Purchaser  contained in Section
6 hereof  shall be true and correct in all  material  respects;  (ii) the Seller
shall have delivered to the Purchaser duly authorized certificates  representing
the Shares;  (iii) the  Purchaser  shall have  delivered to Seller  certificates
representing the Exchange  Shares;  and (iv) the Purchaser and Seller shall have
performed  and complied  with all  agreements  and  conditions  required by this
Agreement to be performed and complied with by such party.

         5.  Representations  and  Warranties  of  the  Seller.   Seller  hereby
represents and warrants to the Purchaser as follows:

                  5.1  Organization  and  Standing  of  Pre-Cell.  Pre-Cell is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida,  and is entitled  to own or lease its  property  and to
carry on its business as and in the places where such  properties are now owned,
leased or  operated.  The  execution  and  delivery  of this  Agreement  and the
consummation of the transactions  contemplated hereby have been duly and validly
authorized by all necessary  corporate action on the part of Pre-Cell,  and will
not by themselves result in a breach or default under, or result in the creation
of any lien, security interest, charge or encumbrance upon the Shares, or any of
the  properties  or assets of Pre-Cell as a result of the terms,  conditions  or
provisions of any contract, note, mortgage or any other agreement, instrument or
obligation  to which  Pre-Cell  is a party or by  which  Pre-Cell  or any of its
properties or assets may be bound.

                  5.2  Capitalization.  The authorized capital stock of Pre-Cell
consists of _____ shares of common stock,  par value $.01 per share, one hundred
(100) of which are  presently  issued and  outstanding.  There are  currently no
outstanding warrants,  options,  subscription rights or other commitments of any
character  granted by  Pre-Cell  relating  to the issued or  unissued  shares of
capital stock of Pre-Cell.

                  5.3 Authority of Seller,  Consents;  Execution of  Agreements.
Seller has all  requisite  power,  authority,  and  capacity  to enter into this
Agreement and to perform the transactions and obligations to be performed by him
hereunder. No consent, authorization,  approval, license, permit or order of, or
filing with, any person or governmental authority is required in connection with
the  execution  or the  transactions  and  obligations  to be  performed  by him
hereunder. This

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Agreement has been duly executed and delivered by Seller and constitutes a valid
and legally  binding  obligation of Seller,  enforceable in accordance  with its
terms, except as enforcement  thereof may be limited by bankruptcy,  insolvency,
reorganization, moratorium or other similar laws.

                  5.4 The  Shares.  The  Shares are free and clear of all liens,
pledges, hypothecation,  option, contract and other encumbrance, except for such
restrictions provided in this Agreement and pursuant to applicable law.

                  5.5 Investment. The Seller warrants and acknowledges that:

                           5.5.1  the Exchange  Shares have  not been registered

under the Securities Act of 1933, as amended ("Act"),  or under applicable state
blue sky laws;

                           5.5.2  the Seller is  acquiring the  Exchange  Shares

for his own account;

                           5.5.3  the Seller is aware that the  Exchange  Shares

may not be sold unless such  securities  are  registered  pursuant to the Act or
qualify for an exemption from such registration.

         6. Represenations and Warranties of the Purchaser. The Purchaser hereby
represents and warrants to the Seller as follows:

                  6.1  Organization  and Standing of  Purchaser.  Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of the State of  Colorado,  and is entitled to own or lease its  property and to
carry on its business as and in the places where such  properties are now owned,
leased or  operated.  The  execution  and  delivery  of this  Agreement  and the
consummation of the transactions  contemplated hereby have been duly and validly
authorized by all necessary corporate action on the part of Purchaser,  and will
not by themselves result in a breach or default under, or result in the creation
of any lien, security interest,  charge or encumbrance upon the Exchange Shares,
or any of the  properties  or assets  of  Purchaser  as a result  of the  terms,
conditions or provisions of any contract, note, mortgage or any other agreement,
instrument or obligation to which  Purchaser is a party or by which Purchaser or
any of its properties or assets may be bound.

                  6.2 Authority of the Purchasers;  Execution of Agreement.  The
Purchaser  has all  requisite  power,  authority and capacity to enter into this
Agreement and to perform the  transactions  and  obligations  to be performed by
them hereunder. No consent,  authorization,  approval,  license, permit or order
of, or filing  with,  any  person  or  governmental  authority  is  required  in
connection  with  the  execution  of  the  transactions  and  obligations  to be
performed by them hereunder. This Agreement has been duly executed and delivered
by the Purchaser and constitutes a valid and legally

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binding  obligation of the Purchaser,  enforceable in accordance with its terms,
except  as  enforcement  thereof  may  be  limited  by  bankruptcy,  insolvency,
reorganization, moratorium or other similar laws.

                  6.3 Exchange Shares. The Exchange Shares to be issued pursuant
to Section 3 hereof shall constitute validly  authorized and issued,  fully paid
and  non-assessable  shares of Purchaser  and shall not be subject to any liens,
security interests, encumbrances, options or agreements with respect thereto.

         7. Notices. All notices or other  communications  required or permitted
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
physically  delivered,  delivered  by reputable  overnight  courier or confirmed
facsimile addressed to the recipient at the address listed on the signature page
of the Agreement. Any of the foregoing addresses may be changed by giving notice
of such  change in the  foregoing  manner,  except  that  notices for changes of
address will be effective only upon receipt.

         8.       Miscellaneous.

                  (a)   Assignment.   This  Agreement  and  the  rights  granted
hereunder may not be assigned in whole or in part by any of the parties  without
the prior written consent of the other parties.

                  (b) Further  Assurances.  All parties hereto shall execute and
deliver  such other  instruments  and do such other acts as may be  necessary to
carry out the intent and purposes of this Agreement.

                  (c) Gender.  Whenever  the context may  require,  any pronouns
used herein shall include the corresponding masculine,  feminine or neuter forms
and the singular  form of nouns and pronouns  shall  include the plural and vice
versa.

                  (d)  Captions.  The captions  contained in this  Agreement are
inserted only as a matter of convenience and in no way define,  limit, extend or
prescribe  the scope of this  Agreement  or the intent of any of the  provisions
hereof.

                  (e) Entire  Agreement.  This Agreement  constitutes the entire
agreement  between the parties hereto with respect to the subject matter hereof.
It supersedes all prior negotiations, letters and understandings relating to the
subject matter hereof.

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                  (f) Amendment. This Agreement may not be amended, supplemented
or modified in whole or in part except by an instrument in writing signed by the
party or parties against whom  enforcement of any such amendment,  supplement or
modification is sought.

                  (g)  Choice  of  Law.  This  Agreement  will  be  interpreted,
construed and enforced in accordance with the laws of the State of Florida.

                  (h) Effect of Waiver.  The failure of any party at any time or
times to require  performance  of any  provision  of this  Agreement  will in no
manner  affect  the right to  enforce  the same.  The waiver by any party of any
breach of any provision of this  Agreement  will not be construed to be a waiver
by any such party of any succeeding breach of that provision or a waiver by such
party of any breach of any other provision.

                  (i) Severability.  Whenever  possible,  each provision of this
Agreement  will be interpreted in such manner as to be effective and valid under
applicable  law, but if any  provision of this  Agreement is held to be invalid,
illegal or  unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any  other  provision  or any other  jurisdiction,  but this  Agreement  will be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or unenforceable provision had never been contained herein.

                  (j)  Enforcement.  Should it become necessary for any party to
institute  legal action to enforce the terms and  conditions of this  Agreement,
the successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels,  expenses and costs. Venue for any such action, in addition to
any other venue permitted by statute, will be Broward County, Florida.

                  (k) Binding  Nature.  This  Agreement will be binding upon and
will inure to the benefit of any  successor or successors of the parties to this
Agreement.

                  (l)  Counterparts.  This  Agreement  may be executed in one or
more  counterparts,  each of which will be deemed an  original  and all of which
together will constitute one and the same instrument.

                  (m) Construction. This Agreement shall be construed within the
fair  meaning  of each of its  terms and not  against  the  party  drafting  the
document.

         The parties,  as evidenced by their signatures below,  acknowledge that
this  Agreement has been presented to their  attorneys and that their  attorneys
have had the opportunity to review

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<PAGE>

and explain to them the terms and  provisions  of the  Agreement,  and that they
fully understand those terms and provisions.

         IN WITNESS WHEREOF, the parties have respectively caused this Agreement
to be executed on the date first above written.

SELLER:

THOMAS E. BIDDIX

By: /s/ Thomas E. Biddix
   ----------------------------------
   Thomas E. Biddix


PURCHASER:

TRANSAMERICAN PETROLEUM CORPORATION

By: /s/ Timothy F. McWilliams
   ----------------------------------
   Printed name: Timothy F. McWilliams
   Title: COO

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