10 (i) (c)
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                            STOCK EXCHANGE AGREEMENT

         THIS STOCK EXCHANGE  AGREEMENT (this "Agreement") is made this 30th day
of September 1996, by and between TAC, Inc.  ("TAC") a Utah corporation and BRIA
Communications Corporation ("BRIA"), a New Jersey corporation with its principal
place  of  business  at  147-17  Newport  Avenue,   Nephosit  New  York,  11694,
collectively referred to hereinafter as the "Parties."

                                    PREMISES

A. WHEREAS,  TAC desires to exchange  300,000  shares of restricted  stock ("TAC
Stock") in exchange  for  1,500,000  shares of BRIA Class A Common  Stock ("BRIA
Stock"),  restricted  pursuant to Rule 144 under the  Securities Act of 1933, as
amended;

B.  WHEREAS,  BRIA  desires  to  exchange  1,500,000  shares  of BRIA  Stock in
exchange for 300,000 shares of TAC Stock;

B. WHEREAS, TAC and BRIA desire to exchange their respective shares in a private
transaction not involving a public offering as that term is used in Section 4(2)
of the Securities Act of 1933, as amended, (the "Securities Act").

                                    AGREEMENT

         BASED on the above  Premises,  which  are  hereby  incorporated  and in
consideration  of the mutual  promises  contained  herein,  the  benefits  to be
derived by the Parties hereunder and other good and valuable consideration,  the
sufficiency  of which is hereby  expressly  acknowledged,  BRIA and TAC agree as
follows:

1.       DELIVERY OF THE SHARES

         Within 30 days of the date of  closing as defined  below,  the  parties
will  deliver  the  respective  shares to an  Escrow  Agent  acceptable  to both
parties.

2.       EFFECTIVE DATE AND CLOSING

         The Closing shall be upon such date as the parties have satisfied their
respective  obligations and covenants  contained herein,  but shall not be later
than September 30, 1996.

4.       MUTUAL REPRESENTATIONS AND WARRANTIES OF TAC AND BRIA

         The parties herein hereby mutually represent and warrant:

          A.   Authority.  This  Agreement has been duly executed by the parties
               herein.  The execution and performance of this Agreement will not
               violate or result in a breach of, or  constitute a default in any
               agreement, instrument, judgement, order or decree to which either
               party is a party or to which either party is subject.

          B.   Organization.  BRIA  Communications  Corporation is a corporation
               duly organized,  validly  existing and in good standing under the
               laws of the state of New  Jersey and it has all  corporate  power
               necessary  to  engage  in the  business  in  which  it  presently
               engages.  TAC is a corporation  duly organized,  validly existing
               and in good  standing  under the laws of the state of Utah and it
               has all  corporate  power  necessary to engage in the business in
               which it presently engages

          C.   Litigation.  The party's respective shares are not subject to any
               claims or causes of action and the  parties  are not  defendants,
               nor plaintiffs  against whom  counterclaims have been asserted or
               reduced to judgement in any pending  litigation that would affect
               this transaction.  There are no proceedings threatened or pending
               before  any  federal,  state  or  municipal  governments,  or any
               department,  board,  body or agency  thereof,  involving  the TAC
               shares or the BRIA shares as of the date hereof.
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          D.   Legal  Status.  The  shares  of the  parties  are not  issued  in
               violation  of  the  preemptive  rights  of any  person  or of any
               agreement to which either party is bound.

          E.   No Beneficial Interest. The shares of the parties are not subject
               to any interest or right of any third person.

          F.   Compliance.  The parties will  transfer its shares in  compliance
               with  applicable  laws  concerning  form,  content  and manner of
               preparation and execution.

          G.   No Encumbrances. The parties will deliver their respective shares
               free and clear of any security  interest,  liens,  restriction or
               encumbrances  and each  warrants  that it has the full  right and
               power to assign its  interest  in such  shares and enter into and
               carry out this Agreement  subject to satisfaction of SEC Rule 144
               and any other similar rules,  laws or  regulations  affecting the
               transferability of securities.

          H.   Transfer.  Each party  agrees to warrant and  forever  defend the
               title to its respective  shares delivered to the other party, its
               successor and assigns.

          I.   Information.  No representation or warranty contained herein, nor
               statement in any document,  certificate or schedule  furnished or
               to be  furnished  pursuant to this  Agreement  by either party in
               connection with the transaction  contemplated hereby, contains or
               contained any untrue  statement of a material  fact,  nor does or
               will  omit to  state  a  material  fact  necessary  to  make  any
               statement of fact contained herein not misleading.

          J.   Security  Compliance.  The parties herein represent to each other
               that:

               (i)  The shares being exchanged is a private  transaction and for
                    investment  purposes and not with a view to public resale or
                    distribution.

               (ii) Neither will sell, transfer or otherwise dispose of the said
                    shares  being  exchanged   except  in  compliance  with  the
                    Securities Act.

               (iii)Each  party  acknowledges  that it has been  furnished  with
                    disclosure  documents  which each feel are necessary to make
                    an economic decision to enact this stick exchange.

               (iv) Each party is fully aware of the  applicable  limitations on
                    the resale of the securities.  The TAC shares being received
                    by BRIA are subject to the restrictions as set forth in Rule
                    144 of the Securities Act of 1933.

                    The BRIA  shares  being  received  by TAC are  being  issued
               pursuant to Rule 144 of the Securities Act of 1933

               (v)  By  reason  of  the  parties  knowledge  and  experience  in
                    financial and business  matters in general,  and investments
                    in particular,  the parties herein are capable of evaluating
                    the merits and bearing the economic  risks of an  investment
                    in the  securities  and fully  understands  the  speculative
                    nature of the securities and the possibility of loss.

               (vi) The present financial condition of both parties is such that
                    neither is under a present or  contemplated  need to dispose
                    of any portion of the  securities  to satisfy an existing or
                    contemplated undertaking, need or indebtedness.
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               (vii)Any and all certificates  representing  the securities,  any
                    and all  securities  issued  in  replacement  thereof  or in
                    exchange  therefore,  may bear the following  legend,  which
                    each party has read and understands:

                         The shares  represented  by this  certificate
                         have not been registered under the Securities
                         Act of 1933  (the  "Securities  Act") and are
                         "restricted  shares"  as that term is defined
                         in Rule 144 under  the  Securities  Act.  The
                         shares may not be offered  for sale,  sold or
                         otherwise  transferred  except pursuant to an
                         effective  Registration  Statement  under the
                         Securities  Act or pursuant  to an  exemption
                         from  registration  under the Securities Act,
                         the   availability   of   which   is   to  be
                         established  to  the   satisfaction   of  the
                         Company.

          K.   Financial Advisors. Each party, in making its decision to acquire
               the  respective  shares of the other  party's  shares,  relied on
               solely on the advice of its principals, or its financial advisors
               and no on advice given by the agents, principals,  consultants or
               employees of the other party.


4.       PRIVATE TRANSACTION

         The parties herein hereby  represent and warrant to each other that the
exchange of said shares is being made for investment only and neither intends to
sell,   hypothecate,   give  or  otherwise  dispose  of  any  restricted  shares
transferred  herein or any interest therein for distribution to the public.  The
parties  acknowledge that this  representation and warranty constitute the basis
upon which the other party is induced to enter into and perform its  obligations
under this Agreement.

5.       TERMINATION

         Either party may terminate this Agreement  anytime prior to the date of
Closing if there is any actual or  threatened  action or proceeding by or before
any court or any other governmental body which seeks to restrain,  prohibit,  or
invalidate the transactions  which the Agreement  contemplates and which, in the
judgement of the party giving  notice to terminate  and based upon the advise of
legal counsel,  makes it inadvisable to proceed with the transactions which this
Agreement contemplates.

6.       MISCELLANEOUS

          A.   Entire Agreement. This instrument sets forth the entire agreement
               between the Parties hereto and no prior written or oral statement
               or agreement shall be recognized or enforced.

          B.   Severability.  If a court of  competent  jurisdiction  determines
               that any  clause  or  provision  of this  Agreement  is  invalid,
               illegal or unenforceable, the other clauses and provisions of the
               Agreement shall remain in full force and effect.  The clauses and
               provisions  which  the Court  determines  are  void,  illegal  or
               unenforceable  shall be limited so that they  remain in effect to
               the extent permissible by law.

          C.   Assignment. None of the Parties may assign this Agreement without
               the express written consent of the other Party.  However,  if the
               other Party consents to the assignment, such assignment will bind
               and inure to the benefit of the assignee.

          D.   Applicable Law. This Agreement shall be construed and enforced in
               accordance with the laws of the State of Utah, the state in which
               this Agreement will be performed.

          E.   Venue. To the extent permitted by law, the Parties agree that the
               federal and local  courts in Utah shall have  exclusive  personal
               and  subject  matter  jurisdiction  and  venue  for any  claim or
               dispute between the Parties, irrespective of the nature or source
               of the  claim or  dispute.  The  Parties  made  this  arrangement
               because:  the Parties mutually desire to remove uncertainty as to
               such matters;  one or more of the Parties and their  property are
               located  in Utah;  and this  Agreement  has been  negotiated  and
               executed and will be performed in Utah.
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          F.   Waiver of Jury Trial. To the extent permitted by law, the Parties
               hereby irrevocably waive a jury trial in the event of litigation.
               The Parties included this provision because of the cost and delay
               of a jury trial and because the Parties believe that a jury trial
               would not be  necessary  to resolve any dispute or claim  between
               them.

          G.   Attorney's Fees. If either Party institutes legal action or other
               proceeding  (including,  but  not  limited  to,  arbitration)  to
               enforce  or  to  declare  any  right  or  obligation  under  this
               Agreement   or   as  a   result   of   a   breach,   default   or
               misrepresentation  in  connection  with any of the  provisions of
               this  Agreement,  or  otherwise  because  of a dispute  among the
               Parties,  the successful or prevailing  Party will be entitled to
               recover reasonable attorney's fees. Attorney's fees shall include
               fees for appeals, collections and other expenses incurred in such
               action or proceeding.  Legal fees shall be awarded in addition to
               any other relief to which the prevailing Party may be entitled.

          H.   No Third Party Beneficiary.  Nothing in this Agreement, expressed
               or implied,  is intended to confer,  any rights or remedies  upon
               any person other than the Parties hereto and their successors.

          I.   Counterparts.  The  Parties  understand  and agree  that they may
               execute this  Agreement in any number of identical  counterparts,
               via  facsimile  or mail.  Each  counterpart  shall be  deemed  an
               original for all purposes.

          J.   Further Assurances.  At any time and from time to time, after the
               date of this  Agreement,  each Party will execute such additional
               instruments and take such actions as are reasonably  necessary to
               confirm or perfect  title to the TAC Shares or the BRIA Shares or
               otherwise to carry out the intent and purposes of this Agreement.

          L.   Amendment or Waiver. Every right and remedy provided herein shall
               be  cumulative  with every  other  right or remedy at law,  or in
               equity, and may be enforced  concurrently  herewith. No waiver by
               any Party of the performance of any obligation by the other shall
               be construed as a waiver of the same or any other  default  then,
               theretofore,  or  thereafter  occurring or existing.  At any time
               prior to the  Closing  Date,  the  Agreement  may be amended by a
               writing  signed by both  parties.  Any term or  condition of this
               Agreement may be waived or the time for performance hereof may be
               extended  by a writing  signed by the party or parties  for whose
               benefit the provision is intended.

          M.   Headings.  The section and subsection  headings in this Agreement
               are inserted  for  convenience  only.  In the event of a conflict
               between a heading and the text of this Agreement,  the text shall
               control the meaning and interpretation of this Agreement.

         IN  WITNESS  WHEREOF,  the  Parties  hereto  have  executed  this Stock
Exchange Agreement as to the date above first noted.



         "TAC, Inc."                   BRIA Communications Corporation


       /s/ Richard Surber                      /s/ Richard Lifschutz
    Richard Surber, President               Richard Lifschutz, President