AGREEMENT


         This Agreement entered into this 16th day of April,  1998, between Bria
Communications  Corporation,  a New Jersey  Corporation,  hereafter  "BCC",  and
International   Beverage  Development   Corporation,   a  Delaware  corporation,
hereafter
"IBDC".

                                    RECITALS

         IBDC has acquired 100% of AmViet Development Corporation, a Corporation
duly incorporated under the Commonwealth of the Bahamas,  hereafter "AVDC". IBDC
desires to sell AVDC to BCC. NOW THEREFORE, the parties hereto agree as follows:

                                    AGREEMENT

1.       AVDC is the owner of a license  issued by the government of Vietnam for
         the joint  venture  partnership  between  Quang Tri Beer  Factory  (the
         Vietnamese  partner) and AVDC (the American partner).  Pursuant to such
         license  agreement  AVDC owns 70% of the AmViet  Mineral Water Company,
         which is licensed to produce water, mineral water, and beverages in the
         country of  Vietnam.  The Quang Tri Beer  Factory has  contributed  the
         plant and land for  their 30%  contribution.  The plant is  located  in
         Quang  Tri  Province  in  Vietnam.  The  plant is  currently  partially
         finished with  approximately  $200,000  being  required to complete the
         water bottling  operation so that the plant may begin  production.  The
         production is expected to be completed and operational  within 60 days.
         In addition, AVDC is the licensee from the Monarch Beverage Company for
         the country of Vietnam.  The Monarch  license  enables AVDC to sell the
         Monarch  franchise  products,  such as America  Cola,  Dad's  Rootbeer,
         Kikapoo Joy Juice,  and Bubble Up In the  country of Vietnam.  AVDC has
         been in Vietnam for over three years and has  established  a network of
         distributors  for the  products of this plant once  production  begins.
         This  joint  venture  will  have  ownership  of  the  land,  buildings,
         equipment business, water rights, exclusive rights to the spring water,
         mineral water springs,  good will,  customer  lists,  customers and all
         accounts receivables in Vietnam.

2.       IBDC  hereby  agrees to  convey,  at  closing,  all of the  issued  and
         outstanding  stock of AVDC,  which  includes  the right ot the  Monarch
         license,  to BCC. Such stock would consist of 50,000 shares,  being all
         of the authorized and issued common stock of AVDC.

3.       BCC, in exchange for the  acquisition  of AVDC,  including  the Monarch
         license,  agrees to pay to IBDC  $6,200,000  in BCC  restricted  common
         shares,  authorized,  yet heretofore unissued. The proposed exchange of
         stocks shall be treated

<PAGE>

         and recorded as a purchase of assets rather than a pooling of interest.

4.       IBDC agrees to deliver to BCC all of the issued and outstanding  shares
         of AVDC and tha Monarch license at closing.

5.       Concurrent  with the  execution  of this  Agreement,  IBDC  shall  make
         available  all  records  of IBDC  and AVDC to BCC,  including,  but not
         limited to ,  financial  statements  for the  development  stage of the
         company,   financial   statements  for  the  interim  fiscal  quarters,
         corporate  minutes,  correspondence  and documents  with the country of
         Vietnam, licenses,  franchise agreements, and such other records of the
         Corporation as shall be required by agents and counsels of BCC.

6.       Through the execution of this Agreement,  and prior to the closing, the
         owners  of IBDC  agree to cause  AVDC to carry on its  business  in the
         ordinary  course,  and  not  to  enter  into  any  other  extraordinary
         transactions.

7.       BCC hereby  represents and warrants that it is New Jersey  corporation,
         that it's Board of Directors has duly authorized this Agreement and the
         officer executing this agreement is duly authorized.

8.       IBDC hereby represents that it is a Delaware  Corporation,  that it has
         title  to the  assets  being  conveyed,  that  this  Agreement  is duly
         authorized by its Board of Directors.

9. At the closing, the following actions shall take place:

         (a)       IBDC will deliver all of its issued and outstanding shares of
                   AVDC and the Monarch license to BCC. ADVC will have delivered
                   the 50,000  shares of common  stock  constituting  all of the
                   issued  and  outstanding   shares  of  AVDC  to  the  closing
                   attorneys.  BCC shall issue restricted  common shares to IBDC
                   at a value equal to an average of  $6,200,000  divided by the
                   share price,  valuing the BCC restricted common shares at the
                   average bid price for the five days immediately preceding the
                   closing.

       (b)         At the closing, Richard Lifschutz,  Secretary, BCC's Officers
                   and Directors  shall appoint  Richard Hensel as President and
                   Director,  Wayne  Johnson as Director  and  Chairman,  Robert
                   Reaser as Director Robert Price as Director,  James Tilton as
                   Chief Executive  Officer and Director,  and Jane Zhang as the
                   Chief  Financial  Officer,   Secretary,   and  Treasurer  and
                   Director,  Kitty Chow as Director,  and Stanley  Merdinger as
                   Director.

10.      Immediately  following the election of the new officers and  directors,
         Richard Lifschutz and Isaac Lifschutz shall

<PAGE>

         resign as officers and directors.

11.      This proposed  Agreement  shall be subject to the approval of the Board
         of Directors of IBDC and BCC. Such  approvals  shall be completed on or
         before April 21, 1998. BCC will obtain the approval of its shareholders
         and Board of  Directors  to increase  the number of  authorized  common
         shares, if required, approve the transaction,  and appoint the officers
         and  directors  and the  appointment  of an auditor in order to perfect
         this proposed transaction.

12.      BBC and IBDC agree to file all such necessary papers and forms as shall
         be required by counsel for IBDC and BCC with respect to the  securities
         laws  of  the  State  of New  York  and  the  Securities  and  Exchange
         Commission.

13.      This Agreement shall be interpreted and construed  pursuant to the laws
         of the State of Utah.

14.      Closing for this  transaction  shall take place on or before  April 23,
         1998. Prior to closing, all documents shall be exchanged. Closing shall
         take place at the offices of Jensen,  Duffin,  Dibb, Carmen and Jackson
         at 311 South State Street,  Suite 380, Salt Lake City, Utah 84111.  All
         items to be delivered from AVDC at closing will have been escrowed with
         the offices of Jensen,  Duffin,  Dibb,  Carmen and Jackson in Salt Lake
         City,Utah  and  shall be  delivered  upon  execution  of the  remaining
         closing documents.

                                           BRIA COMMUNICATIONS CORPORATION

Attest: /s/Barbara Lifschutz               BY: /s/Richard Lifschutz

                                           INTERNATIONAL BEVERAGE
                                           DEVELOPMENT CORPORATION


Attest:/s/ Marie N. Shaw                   BY:/s/James A. Tilton