MUTUAL AGREEMENT TO RESCIND

     THIS  MUTUAL  AGREEMENT  TO  RESCIND  ("Rescission")  is made  this  day of
November 8, 1996, by and between TAC, Inc. ("TAC"),  a Utah corporation with its
principal place of business at 268 West 400 South,  Salt Lake City, UT 84101 and
BRIA  Communications  Corporation  ("BRIA"),  a New Jersey  corporation with its
principal place of business at 147-17 NewPort Avenue, Nephosit, New York 11694.

                                    PREMISES

A.        On September 20, 1996, TAC and BRIA (the "parties") executed a certain
Stock  Exchange  Agreement  ("Agreement)  whereby the parties agreed to exchange
their respective shares of common stock pursuant to the terms of such Agreement;

B.        TAC and BRIA  now  believe  that  the  terms  and  objectives  of such
Agreement are no longer in the best interest of the parties;

C.        TAC and BRIA desire to mutually rescind such Agreement dated September
20, 1996.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein, and for other good and valuable consideration,  the sufficiency of which
is hereby expressly acknowledged, TAC and BRIA agree as follows:

1.       PURPOSE

         On the basis of the representations and warranties contained herein and
subject to the terms and  conditions  set forth  herein,  TAC and BRIA  mutually
agree to rescind the Agreement dated September 20, 1996.

2.       EFFECTIVE DATE OF RESCISSION

          The Agreement  dated September 20, 1996 is hereby void ab initio as of
the 8th of November, 1996.

3.       MUTUAL REPRESENTATIONS AND WARRANTIES OF TAC AND BRIA

         The parties  hereby  represent,  warrant and covenant  that each of the
following are true and complete as of the date of this Rescission:

         A. The  execution and  performance  of this  Rescission  have been duly
         authorized  by  all  requisite   corporate   action.   This  Rescission
         constitutes  a  valid  and  binding  obligation  of the  parties.  This
         Rescission  will not violate or result in a breach of, or  constitute a
         default  in any  agreement,  instrument,  judgment,  order or decree to
         which either party is a party or to which either party is subject.

         B. The Agreement dated September 20, 1996, to exchange their respective
         stock,  was freely  entered  into,  and  represents a valid and binding
         agreement between the parties.  A copy of such Agreement is attached as
         Exhibit "A" and incorporated by reference.

         C.  Each  party has fully  performed  under the terms of the  Agreement
         dated  September  20, 1996 by issuing  their  respective  shares to one
         another,  as evidenced by certain stock certificates issued as outlined
         below,  copies of which are attached as Exhibit "B" and incorporated by
         reference:

          (i)  One Million  Five  Hundred  Thousand  (1,500,000)  shares of BRIA
               stock,  issued  to TAC  on  October  1,  1996  in  the  following
               denomination:

               a.   certificate number 1263 in the amount of 1,500,000 shares
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          (ii) Three Hundred Thousand  (300,000) shares of TAC stock,  issued to
               BRIA on September 30, 1996 in the following denomination:

               a.   certificate number 1065 in the amount of 300,000 shares

          D. Each party shall  execute such other  documents and take such other
          and further  action to effect the  Rescission of the  Agreement  dated
          September 20, 1996,  including  canceling the respective stock issued,
          and effecting corporate action in the form of appropriate  resolutions
          to cancel such stock and rescind such Agreement.

          E. Neither party will suffer damages,  either direct or indirect, as a
          result of this Rescission.

          F. Each  party,  in making its  decision  to execute  this  Rescission
          relied  solely  on the  advice  of its  principals,  or its  financial
          advisors  and  not  on  advice   given  by  the  agents,   principals,
          consultants or employees of the other party.

4.       MISCELLANEOUS

          A. Entire  Agreement.  This Rescission sets forth the entire agreement
          between  the  parties  as of the  date of this  Rescission.  No  prior
          written or oral  statement  or agreement  contrary to this  Rescission
          shall be recognized or enforced.

          B. Effect of Partial Invalidity.  In the event that any one or more of
          the provisions  contained in this  Rescission  shall for any reason be
          held to be invalid,  illegal,  or unenforceable  in any respect,  such
          invalidity,  illegality or unenforceability shall not affect any other
          provisions of this Rescission.

          C. Controlling Law. The validity,  interpretation,  and performance of
          this  Rescission  shall be  governed by the laws of the State of Utah,
          without regard to its law on the conflict of laws. Any dispute arising
          out of this  Rescission  shall  be  brought  in a court  of  competent
          jurisdiction  in Salt Lake County,  State of Utah. The parties exclude
          any and all statutes,  laws and treaties  which would allow or require
          any  dispute  to be  decided  in  another  forum or by other  rules of
          decision than provided in this Rescission.

          D.  Arbitration.  Any dispute arising under this  Rescission  shall be
          resolved through a  mediation-arbitration  approach. The parties agree
          to  mutually  select a neutral  third  party to help them  mediate any
          dispute. If the mediation is unsuccessful,  the parties agree that the
          dispute shall be decided by binding arbitration in accordance with the
          rules of the American  Arbitration  Association then controlling.  The
          site of any  such  mediation  or  arbitration  shall  be in Salt  Lake
          County, State of Utah.

          E.  Attorney's  Fees. If any action at law or in equity,  including an
          action for declaratory  relief, is brought to enforce or interpret the
          provisions of this Rescission,  the prevailing party shall be entitled
          to recover  actual  attorney's  fees,  court  costs,  and other  costs
          incurred  in  proceeding  with the action  from the other  party.  The
          attorney's  fees,  court costs or other  costs,  may be ordered by the
          court in its decision of any action described in this paragraph or may
          be enforced in a separate  action brought for  determining  attorney's
          fees, court costs, or other costs.  Should either party be represented
          by in-house counsel,  such party may recover  attorney's fees incurred
          by that in-house counsel in an amount equal to that attorney's  normal
          fees for similar matters, or, should that attorney not normally charge
          a fee,  by the  prevailing  rate  charged by  attorneys  with  similar
          background in that legal community.

          F. Time is of the Essence.  Time is of the essence of this  Rescission
          and of each and every provision.

          G. Mutual Cooperation.  The parties agree to cooperate with each other
          to achieve  the purpose of this  Rescission,  and shall  execute  such
          other and further documents and take such other and further actions as
          may  be  necessary  or  convenient  to  effect  the  purpose  of  this
          Rescission.
<PAGE>
          H. Indemnification. TAC and BRIA agree to indemnify, hold harmless and
          defend  the other  from and  against  all  demands,  claims,  actions,
          losses, damages,  liabilities,  costs and expenses,  including without
          limitation,  interest, penalties, court costs, and attorneys' fees and
          expenses  asserted  against or imposed or incurred by either  party by
          reason of or resulting from a breach of any representation,  warranty,
          covenant,   condition   or  agreement  of  the  other  party  to  this
          Rescission.  Neither party shall be responsible to the other party for
          any consequential or punitive damages.

          I. No Third Party Beneficiary.  Nothing in this Rescission,  expressed
          or implied,  is  intended  to confer  upon any person,  other than the
          parties hereto and their  successors,  any rights or remedies under or
          by reason of this Rescission.

          J.  Facsimile  Counterparts.  If a party  signs  this  Rescission  and
          transmits an electronic  facsimile of the signature  page to the other
          party,  the  party who  receives  the  transmission  may rely upon the
          electronic facsimile as a signed original of this Rescission.

         IN WITNESS WHEREOF, the parties have executed this Rescission on the of
November 8, 1996.

BRIA Communications Corporation             TAC, Inc.



By: /s/ Richard Lifschutz                            By:/s/ Richard Surber
Richard Lifschutz, Chief Executive Officer           Richard Suber, President