Osmotics Pharma (OPI) has the exclusive worldwide rights covering technologies developed by the University of California and Brigham Young University. Applications of these technologies are currently being tested by leading research institutions. All of OPI's products are in the development stage and subject to approval by the FDA. OPI is a subsidiary of Osmotics Corporation, a privately held company selling premium cosmeceutical products primarily through prestige retailers. OnSource's letter of intent is subject to certain conditions including the company raising a minimum of $1 million in convertible debentures. Under terms of the letter of intent, OnSource will acquire all of the outstanding shares of OPI in exchange for OnSource issuing common stock, preferred stock, common stock purchase warrants, and stock options to Osmotics. As a result of the transaction, OPI will become a wholly owned subsidiary of OnSource and Osmotics will own approximately 94% of the common stock of OnSource on a fully diluted basis. Neither company will require shareholder approval to consummate the merger transaction. "We believe that the OPI acquisition represents a substantial opportunity for our shareholders," said Frank Jennings, CEO of OnSource.