10 (i)(b)
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                            STOCK EXCHANGE AGREEMENT

         THIS STOCK EXCHANGE  AGREEMENT (this "Agreement") is made this 20th 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

         The Parties  desire to enter into an  exchange  of common  stock on the
following basis:

          1) One Million  (1,000,000) shares of BRIA stock,  restricted pursuant
         to Rule 144 of the  Securities  Act of 1933, as amended for Two Hundred
         Thousand (200,000) shares of TAC common stock,  restricted  pursuant to
         Rule 144 of the Securities Act of 1933, as amended.

                                    AGREEMENT

         BASED on the above Premises, which are incorporated herein by reference
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.        PURPOSE.  BRIA and TAC agree to  exchange  common  stock as  described
above.

2.        REPRESENTATIONS  AND  WARRANTIES  OF TAC.  TAC hereby  represents  and
warrants to BRIA that:

          A.   Authority.  This  Agreement  has been duly  executed by TAC.  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 TAC is a party or
               to which TAC is subject.

          B.   Organization.  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.   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 TAC 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.

3.        REPRESENTATIONS  AND  WARRANTIES OF BRIA.  BRIA hereby  represents and
warrants to TAC that:

          A.   Authority.  This  Agreement has been duly  executed by BRIA.  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 BRIA is a party
               or  to  which  BRIA  is  subject  nor  will  such  execution  and
               performance  constitute  a  violation  of or  conflict  with  any
               fiduciary duty to which BRIA is subject.

          B.   Organization.  BRIA  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.

          C.   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 BRIA 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.
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4.        PRIVATE  TRANSACTION.  BRIA and TAC  represent  and  warrant  that the
exchange  contemplated in this Agreement is being made in a private  transaction
and is made for investment purposes only.

5.       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.

          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 OTS Shares or the BRIA Stock or
               otherwise to carry out the intent and purposes of this Agreement.
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          K.   Notices. All notices or other  communications  hereunder shall be
               in  writing  and shall be deemed  to have  been duly  given  when
               delivered  personally,  or if mailed,  by certified or registered
               mail, return receipt requested,  postage prepaid,  on the earlier
               of receipt  or seven days after the date on which such  notice or
               communication is so mailed to BRIA or TAC at:

                  If to BRIA:
                  BRIA Communications Corporation
                  Attention: Richard Lifschutz, Chief Executive Officer
                  147-17 Newport Avenue
                  Nephosit, NY 11694
                  Telephone: (718) 318-1535

                  If to TAC:
                  TAC, Inc.
                  268 West 400 South, Suite 302
                  Salt Lake City, Utah 84101

          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.

          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  have  executed  this Stock  Exchange
Agreement.

         DATED this day of 20TH day of September, 1996.


                  "TAC, Inc."


                  /s/ Richard Surber
                  -------------------------
                  Richard Surber, President


                  BRIA Communications Corporation


                  /s/ Richard Lifschutz
                  -----------------------
                  Richard Lifschutz, Chief Executive Officer