STOCK EXCHANGE AGREEMENT

     THIS STOCK  EXCHANGE  AGREEMENT  (the  "Agreement"),  dated this 8th day of
December 1995, between BRIA  Communications  Corp., a Utah corporation  ("BRIA")
and AltaChem Group, Inc.,  Ireland, a corporation to be formed under the laws of
Ireland with principal offices at 268 West 400 South, Suite 300, Salt Lake City,
Utah 84101 (the "AltaChem"), Aster De-Schrijver, an individual ("De-Schrijver"),
James Tilton, an individual ("Tilton"),  and all of the Shareholders of AltaChem
("ACS") (for purposes of this Agreement,  BRIA, AltaChem,  De-Schrijver,  Tilton
and ACS may also be collectively referred to hereinafter as the "Parties").

                                 PREMISES

     WHEREAS,  ACS represents  that they are the legal and beneficial  owners of
all of the outstanding shares of capital stock of AltaChem;

     WHEREAS,  ACS and BRIA  desire to  exchange  100% of the  capital  stock of
AltaChem for 75% of the issued and  outstanding  shares of common stock of BRIA,
all on the terms and conditions  hereinafter set forth in such a manner that the
exchange will constitute a tax-free reorganization pursuant to the provisions of
Section 368(1)(B) of the Internal Revenue Code of 1986, as amended.

                                 AGREEMENT

     NOW,  THEREFORE,  on the stated premises,  which are incorporated herein by
reference,  and for and in  consideration of the mutual covenants and agreements
hereinafter set forth,  the mutual benefits to the Parties to be derived herein,
and for other  valuable  consideration,  the receipt  and  adequacy of which are
hereby acknowledged, it is hereby agreed as follows:

1.   Delivery  of  Shares  of  AltaChem.  Upon  the  terms  and  subject  to the
     conditions set forth in this Agreement,  ACS agrees to transfer and deliver
     to BRIA,  and BRIA  agrees to  acquire,  all of the  outstanding  shares of
     capital stock of AltaChem (the "Shares").

2.   Consideration  for  Transfer  of Shares.  Upon the terms and subject to the
     conditions set forth in this  Agreement,  BRIA agrees to deliver to ACS, in
     full  consideration  of and in exchange for said shares of capital stock of
     AltaChem,  a number of shares of common stock,  $.0001 par value,  ("Common
     Stock") of BRIA  equivalent  to 75% of all of the  issued  and  outstanding
     Common  Stock of BRIA,  as of the  Closing  date,  to be  delivered  at the
     Closing  provided for in Paragraph 6 hereof.  This quantity of Common Stock
     shall reflect all other  issuances of Common Stock as settlement of outside
     debts of BRIA.

3.   Miscellaneous Provisions Relating to Delivery of BRIA Common Stock.

     a.  No fractional shares of Common Stock of BRIA will be delivered.  In the
         event the ACS, or one of them,  are  determined  to be due a fractional
         share,  such ACS will  receive one full share  instead of a  fractional
         portion.

                                       1

<PAGE>

     b.  If,  prior to the  delivery of any of the shares of BRIA  Common  Stock
         pursuant to  Paragraph 2 hereof,  BRIA shall have (1)  effected  one or
         more  subdivisions,  combinations  or  recapitalization  of its  Common
         Stock;  (2)  effected  any  merger,  consolidation,  reorganization  or
         business  combination  in which BRIA is not the surviving  entity;  (3)
         declared or paid any dividend  payable in its Common Stock; or (4) made
         one or more distributions on the shares of its Common Stock in whole or
         partial  liquidation of BRIA,  then, and in such event,  the number and
         kind of shares that remain to be delivered pursuant to said Paragraph 2
         shall   be   adjusted   for   each   such   subdivision,   combination,
         reclassification,  stock dividend, distribution, merger, consolidation,
         reorganization,  or  business  combination.  The amount and type of all
         such  adjustments  shall  be such as to give  each of the ACS the  same
         rights with respect to the BRIA shares to be delivered pursuant to said
         Paragraph  2, that he would  have if he had been the  record  holder of
         said  shares  immediately  prior to the  date  when  such  subdivision,
         combination,  reclassification,  stock dividend, distribution,  merger,
         consolidation, reorganization or business combination occurred.

4.   Conduct of Business  Prior to Closing.  From the date hereof until the time
     of closing  hereunder,  ACS and AltaChem  covenant and agree that  AltaChem
     shall at all times  conduct its business in the usual and  ordinary  course
     and shall not, without the written consent of BRIA:

     a.  Purchase,  acquire,  sell  or  otherwise  dispose  of any  property  or
         services of any kind whatsoever,  other than purchases and sales in the
         ordinary course of business;

     b.  Mortgage,  pledge,  create security  interests in or otherwise encumber
         any of its properties or assets;

     c.  Make or incur any capital  commitment or  expenditure or any unusual or
         long-term commitment;

     d.  Pay any debt, obligation or liability,  absolute or contingent,  except
         current  liabilities  incurred in the  ordinary  course of business and
         current portions of long-term liabilities;

     e.  Grant or pay any increase in salary or other increased  compensation to
         any officer, director, agent, consultant or employee;

     f.  Declare  or  pay  any  dividend  or  make  any  other  distribution  to
         shareholders;

     g.  Reveal to third persons any trade secret,  invention,  customer list or
         other confidential or proprietary information,  or act otherwise in any
         manner which may  materially  and  adversely  affect any of its rights,
         interests, assets or business;

     h.  Issue or sell any additional  stock or securities,  or grant any rights
         to  subscribe  for or to  purchase,  or any options or warrants for the
         purchase of, any additional stock or other securities;

                                       2

<PAGE>

     i.  Agree  to  settle  any  action  or  proceeding   before  any  court  or
         governmental  body, except for collection matters instituted or settled
         in the ordinary course of business; or

     j.  Enter into any  transaction,  contract or other  commitment or take any
         action that would constitute a material breach of the  representations,
         warranties  or  agreements  of ACS  contained  herein  or  which  would
         interfere with or prevent the closing provided for herein.

         From the date  hereof  until  the time of  closing  hereunder,  ACS and
     AltaChem  covenant and agree that  AltaChem  shall duly and timely file all
     reports  and  returns  required  to be filed by it with the  United  States
     Government,  the Republic of Ireland and the  jurisdiction or jurisdictions
     in which it is doing business; promptly pay when due all federal, state and
     local taxes,  assessments  and  government  fees,  charges,  interests  and
     penalties  lawfully  levied  or  assessed  upon  AltaChem  or  any  of  its
     properties;  to the best of its  ability  duly  observe  and conform to all
     lawful requirements  applicable to its business; to the best of its ability
     preserve its business  organization  intact and retain its present officers
     and  employees;  to the best of its ability  preserve  the good will of its
     suppliers,  customers and those having business relations with it; maintain
     insurance  coverage  now  in  effect  on  all  its  properties,  and on all
     properties  for which it is  responsible,  and carry the same  coverage  of
     public  liability,  personal  injury  and  property  damage  that is now in
     effect;  maintain,  keep and preserve all of its  properties  and assets in
     good condition and state of repair;  and meet its  contractual  obligations
     and not become in default of any thereof.

5.   Access to Books and Records.  Except as hereinafter provided,  BRIA and its
     officers,  employees and agents,  shall have full access at all  reasonable
     times from and after the date hereof to the plants,  facilities,  books and
     records of AltaChem and AltaChem shall cooperate fully with BRIA to the end
     that it may become  familiar with the  properties and business of AltaChem.
     BRIA agrees to treat any information  that is disclosed to BRIA by AltaChem
     and  is  proprietary  or   confidential   to  AltaChem,   as   confidential
     information,  and in the  event  the  closing  does  not  take  place,  all
     documents will be returned to AltaChem and BRIA and will not make or retain
     copies  of any  documents  or  make  use of  any  confidential  information
     disclosed to it in the conduct of its business.

6.   Closing.  The closing of the exchange  provided for herein shall take place
     at BRIA's  office at 268 West 400 South,  Suite 300,  Salt Lake City,  Utah
     84101 on the 20th day of July 1995 at 10:00 a.m., or at such other time and
     place as may be mutually agreed upon by the parties  hereto,  such time and
     date being herein  referred to as the "Closing  Date." At the closing,  ACS
     shall deliver to BRIA all certificates,  assignments, and other instruments
     which may be necessary,  desirable,  or appropriate in order to transfer to
     BRIA all of the  outstanding  shares of capital  stock of AltaChem,  all in
     form and  substance  reasonably  satisfactory  to counsel for BRIA. At such
     closing, BRIA shall deliver to AltaChem certificates  evidencing the shares
     of Common  Stock of BRIA to be  delivered  to ACS  pursuant to  Paragraph 2
     hereof,  together  with such  other  instruments  which  may be  necessary,
     desirable,  or appropriate to accomplish  such  transfers,  all in form and
     substance satisfactory to counsel for ACS.

                                       3

<PAGE>

7.   Representations  and Warranties of ACS & AltaChem.  ACS & AltaChem  jointly
     and severally represent and warrant to and agree with BRIA as follows:

     a.  Organization  and Standing.  AltaChem is a corporation  duly organized,
         validly existing and in good standing under the laws of the Republic of
         Ireland,  with full  corporate  power to carry on its  business  as now
         being  conducted  and to own and  operate the  property  and assets now
         owned and operated by it, and is duly  qualified  to transact  business
         and in good  standing in each  jurisdiction  where the ownership of its
         properties or the conduct of its business requires it to be licensed or
         qualified to do business. AltaChem also delivered to BRIA a copy of its
         Articles of Incorporation and all amendments thereto,  certified by the
         appropriate  official  from the Republic of Ireland,  and a copy of its
         By-Laws as amended,  certified by its Secretary,  which documents shall
         be complete and correct as of the date of this Agreement.

     b.  Subsidiaries, Etc. AltaChem has no subsidiaries and is not party to any
         partnership, joint venture or similar agreement, except as disclosed in
         the schedule referred to in subparagraph (f) of Paragraph 7 hereof.

     c.  Capital  Stock.  The authorized  capital stock of AltaChem  consists of
         _____________  shares of Common Stock,  $________  par value,  of which
         ___________  shares are  validly  issued and  outstanding.  All of said
         outstanding  shares of AltaChem have been duly  authorized  and validly
         issued,  are  fully  paid  and  nonassessable.  There  are no  options,
         warrants or other  agreements  or  commitments  which now or may in the
         future obligate AltaChem to issue or purchase any shares of its capital
         stock or other securities.

     d.  Indebtedness.  AltaChem will deliver within 180 days following the date
         of this  Agreement to BRIA a schedule,  identified by reference to this
         subparagraph,  listing all  promissory  notes payable by AltaChem,  all
         agreements of AltaChem to borrow money from others, and all commitments
         by others to lend money to  AltaChem.  As to each note,  obligation  to
         borrow and loan  commitment,  such schedule  accurately  sets forth the
         interest rate, terms of payment of principal and interest,  identity of
         security (if any) and any other  material  terms of such  indebtedness.
         AltaChem is not in default in any respect  under,  and is not otherwise
         in violation or contravention of, any of the terms or provisions of any
         note,  loan  agreement,  agreement  to borrow  money from others or any
         commitment by others to lend money.

     e.  Financial  Statements.  AltaChem  will  deliver to BRIA within 180 days
         after the date of this  Agreement,  each's  audited year end  financial
         statements for the three years prior to the execution of this Agreement
         or to the  time  of  incorporation  if  less  than  three  years.  Such
         statements  will be  initialed  by officers  of  AltaChem  and BRIA for
         identification.  All  of  such  financial  statements  are or  will  be
         complete and fairly  present the financial  position of AltaChem on the
         indicated  dates and the results of its  operations  for the  indicated
         periods.  All of such  statements  will be prepared in accordance  with
         generally accepted accounting principles consistently applied. AltaChem
         will have no  liabilities,  whether  absolute,  accrued,  contingent or
         otherwise, other than (i) liabilities disclosed,

                                       4

<PAGE>

         (ii) incurred in  "arms-length"  transactions in the ordinary course of
         business since the Balance Sheet Date and (iii)  liabilities  disclosed
         in subparagraph (k) of this Paragraph 7 or the schedule  referred to in
         subparagraph (f) of this Paragraph 7.

     f.  Contracts and Other  Commitments.  AltaChem will deliver to BRIA within
         180 days  after the date of this  Agreement  a  complete  and  accurate
         schedule,  identified  by reference to this  subparagraph,  listing and
         briefly describing all Material Contracts.  For this purpose,  the term
         "Material  Contracts"  shall be defined to mean (i) all  contracts  and
         commitments out of the ordinary course of business;  (ii) all contracts
         and commitments  involving an obligation which cannot or, in reasonable
         probability, will not be performed or terminated within sixty (60) days
         from  the  date  thereof;  (iii)  all  bonus,  incentive  compensation,
         pension,  group  insurance  or  employee  welfare  plans of any  nature
         whatsoever;   (iv)  all  collective   bargaining  agreements  or  other
         contracts or  commitments to or with any labor unions or other employee
         representatives  or groups of employees;  (v) employment  contracts and
         other  contracts,  agreements  or  commitments  to or  with  individual
         employees,  agents or  consultants  extending for a period of more than
         three  (3)  months  from the date  thereof  or  providing  for  earlier
         termination  only upon the payment of a penalty or equivalent  thereof;
         or (vi) all other contracts or commitments providing for payments based
         in any manner upon the sales,  purchases or profits of AltaChem.  There
         has not been any material  default in any obligation to be performed by
         AltaChem under any Material  Contract listed on the said schedule,  and
         AltaChem  has not waived any  material  right  under any such  Material
         Contract.

     g.  Assets. AltaChem will deliver to BRIA within 180 days after the date of
         this  Agreement  a  complete  and  accurate  schedule,   identified  by
         reference  to  this  subparagraph,  containing  (i)  a  complete  list,
         together  with  stock  certificates,  of  all of  AltaChem's  ownership
         interests and options to purchase ownership interests in other entities
         (ii) complete legal  description of all real property owned,  leased or
         otherwise  used or occupied by it,  (iii) a list of all banks and other
         institutions  in which it has any account or safe  deposit  showing the
         identifying numbers and names of the persons authorized to draw thereon
         or  have  access  thereto,  (iv) a list  of any  and  all  intellectual
         property it owns or licenses or otherwise  has legal use over and (v) a
         list of all capitalized  machinery,  tools,  equipment owned, leased or
         otherwise  used by it. Except as disclosed on the schedule  referred to
         in  subparagraph  (f) of this  Paragraph  7, except as disclosed in the
         schedule of assets supplied pursuant to this  subparagraph,  and except
         as acquired after the date hereon on terms  approved by BRIA,  AltaChem
         has good and  marketable  title to all  property and assets used in its
         business,  including all property and assets  reflected in the schedule
         referred  to in this  subparagraph  and in the  Balance  Sheet  and all
         properties and assets acquired after the Balance Sheet Date (other than
         assets  disposed of since the Balance Sheet Date in the ordinary course
         of business), subject to no liens, mortgages,  pledges, encumbrances or
         charges of any kind. The machinery,  equipment and other  facilities of
         AltaChem are in  satisfactory  operating  condition  and repair for the
         business now  conducted  by it.  Within 180 days after the date of this
         Agreement,  AltaChem  will  deliver  to Buyer  copies  of all  records,
         including all signatures

                                       5

<PAGE>

         or authorization cards,  pertaining to such safe deposit boxes and bank
         accounts.

     h.  Litigation.  Except as identified in a complete and accurate  schedule,
         identified  by reference to this  subparagraph  and  delivered to BRIA,
         AltaChem is not engaged in or threatened with any legal action or other
         proceeding before any court or administrative agency.  AltaChem has not
         violated any laws,  regulations or order  applicable to its business or
         activities,  and the conduct of the present business of AltaChem at the
         present  location is in  conformity  with all zoning and building  code
         requirements.

     i.  Accounts  Receivable.  All accounts receivable of AltaChem,  whether or
         not  reflected  in the  Balance  Sheets or the Interim  Balance  Sheet,
         represent sales actually made in the ordinary  course of business,  and
         are current and  collectible  net of any reserves  shown on the Balance
         Sheets or the Interim  Balance  Sheet (which  reserves are adequate and
         were  calculated  consistent  with  past  practice).  Subject  to  such
         reserves, each of the accounts receivable has been collected in full or
         will be collected in full, without any setoff, within ninety days after
         the day on which it first becomes due and payable.

     j.  Inventories. All inventory of AltaChem, whether or not reflected in the
         Balance Sheets or the Interim Balance Sheet,  consists of a quality and
         quantity usable and salable in the ordinary course of business,  except
         obsolete items and items of below-standard  quality,  all of which have
         been written off or written down to net realizable value in the Balance
         Sheets or the Interim  Balance Sheet.  All  inventories not written off
         have  been  recorded  at the  lower  of  average  cost or  market.  The
         quantities   of  each  type  of  inventory   (whether  raw   materials,
         work-in-process,   or  finished  goods)  are  not  excessive,  but  are
         reasonable and warranted in the present circumstances of AltaChem.  All
         work in process and finished goods inventory is free from any defect or
         other deficiency.

     k.  Purchase  Commitments and Outstanding  Bids. No purchase  commitment of
         AltaChem is in excess of normal, ordinary and usual requirements of its
         business, or was made at any price in excess of the then current market
         price, or contains terms and conditions more onerous than those usually
         and customary in the industry. In the aggregate,  the outstanding bids,
         sales proposals,  contracts or unfilled orders of AltaChem (i) will not
         (based on today's costs and  reasonably  foreseeable  increases in such
         costs) require AltaChem to supply goods or services at cost to AltaChem
         in excess of the  revenues  to be  received  therefrom,  and (ii) quote
         prices  which  include  a  markup  over   reasonably   estimated  costs
         consistent with past markups on similar business.

     l.  Title to AltaChem  Stock.  Each ACS represents and warrants for himself
         and not for the others:  that this Agreement has been duly executed and
         delivered by him and is, as to him, a valid agreement  binding upon him
         in accordance with its terms;  that he individually  has valid title to
         the shares of capital stock of AltaChem set forth  opposite his name in
         Exhibit "A" hereto,  with full right,  power and authority to transfer,
         sell and deliver such shares pursuant to this Agreement; and that, upon
         delivery of his shares  pursuant to this  Agreement,  BRIA will receive
         valid and marketable title to his shares,  free and clear of all voting
         or other trust arrangements, liens, encumbrances, restrictions,

                                       6

<PAGE>

         and adverse claims, whether existing or contingent.

     The schedules  referred to in this Paragraph 7 will be delivered to BRIA on
or prior to 180 days after the date of this Agreement.  In the event that, after
a review of the contents of such schedules and the documents listed or described
therein,  BRIA  determines  in its sole  discretion  that the  contents  of such
schedules,  or the documents  referred to therein or the obligations  under such
documents are  unacceptable to BRIA,  BRIA may terminate this Agreement  without
any  liability  on  its  part  whatsoever  by  giving  written  notice  of  such
termination  to  AltaChem  and ACS on or before  210 days after the date of this
Agreement.

8.   Representations and Warranties of BRIA. BRIA represents and warrants to and
     agrees with AltaChem as follows:

     a.  Organization and Standing.  BRIA is a corporation  duly organized,  and
         will be validly  existing  and in good  standing  under the laws of the
         State of New Jersey upon its  resolution of its  outstanding  sales and
         gross income tax balances,  and will then have full corporate  power to
         carry on its business as now being conducted and to own and operate the
         property and assets now owned and operated by it, and be duly qualified
         to transact  business and in good standing in each  jurisdiction  where
         the ownership of its properties or the conduct of its business requires
         it to be licensed or qualified to do business.

     b.  Capital  Stock.  The  authorized  capital  stock of BRIA  consists  of:
         200,000,000 shares of Class A Common Stock,  $0.001 par value,  220,000
         shares of Class B Common Stock,  $0.001 par value.  2,281,424 shares of
         Class A Common  Stock and 220,000  shares of Class B Common  Stock were
         issued and  outstanding  at the close of business on July 11, 1995. All
         of  said  outstanding  shares  are  validly  issued,   fully  paid  and
         non-assessable.

     c.  Validity of Shares.  The shares of Common Stock to be delivered by BRIA
         pursuant to this Agreement will,  when so delivered,  be validly issued
         and outstanding, fully paid and non-assessable.

     d.  Changes,  Dividends, Etc. Prior to the closing hereunder, BRIA will not
         split, combine or otherwise change or reclassify its outstanding Common
         Stock or declare or  distribute  any cash or stock  dividend  upon such
         Common Stock.

     e.  Authorization  of  Agreement.   BRIA's  board  of  directors  has  duly
         authorized the execution, delivery and performance of this Agreement by
         BRIA have been duly authorized by its Board of Directors,  and will not
         result in any breach of or violate or  constitute  a default  under its
         Articles  of  Incorporation  or By-Laws or any  indenture,  mortgage or
         other agreement or instrument to which it is a party.

     f.  No Violation of Law,  Etc.  Neither the  execution  nor the delivery of
         this Agreement by BRIA, nor the  performance of any of its  obligations
         hereunder will result in a breach or violation of any law, order, rule,
         regulation, writ, injunction or decree or any

                                       7

<PAGE>

         governmental  instrumentality or court having jurisdiction over BRIA or
         any of its assets or rights, or result in the creation or imposition of
         any lien,  charge or  encumbrance  of any kind  whatever on any of such
         assets or rights.

     g.  Financial  Statements.  BRIA has  delivered  to AltaChem its reports on
         Forms  10-QSB  and  10-KSB  for the past two  years  which  contains  a
         consolidated  balance  sheet as of December 31,  1994,  and the related
         statement  of  consolidated  income  for  the  year  then  ended.  Such
         financial  statements  have  been  initialed  by  officers  of BRIA and
         AltaChem for  identification.  Such financial  statements are complete,
         have been prepared in accordance  with  generally  accepted  accounting
         principles  consistently  applied and fairly  present the  consolidated
         financial  position  of BRIA  at such  date,  and  the  results  of its
         operations for the period therein specified.

9.   Conditions  to  Obligations  of BRIA.  The  obligations  of BRIA under this
     Agreement are subject to the fulfillment,  at or prior to the Closing Date,
     of the following conditions precedent:

     a.  All representations and warranties of ACS and AltaChem contained herein
         and in any certificate or other  investment  delivered  pursuant to the
         provisions hereof, or in connection with the transactions  contemplated
         hereby,  shall be true on the  Closing  Date  with the same  force  and
         effect as though such  representations  and warranties had been made on
         the Closing Date.

     b.  ACS and AltaChem  shall have  performed  and  complied  with all of the
         terms,  covenants and  conditions of this  Agreement to be performed or
         complied with by them, respectively, on or before the Closing Date.

     c.  The  directors  of AltaChem  shall have taken all  necessary  action to
         authorize the execution and performance of this Agreement, and AltaChem
         shall have delivered to BRIA true and complete copies, certified by the
         Secretary,  of  resolutions of its Board of Directors  evidencing  such
         action.

     d.  ACS and AltaChem shall have delivered to BRIA such  certificates  dated
         as of  the  Closing  Date,  certifying  in  such  detail  as  BRIA  may
         reasonably request the fulfillment of the conditions  specified in this
         Paragraph 9. No legend or other reference to any purported  Encumbrance
         appears  upon any  certificate.  The delivery of  certificates  to BRIA
         provided in Paragraph 2 will result in BRIA's immediate  acquisition of
         record and  beneficial  ownership of the Shares,  free and clear of all
         Encumbrances  (which term shall be hereinafter  defined as any security
         interest,  mortgage,  lien, charge, adverse claim or restriction of any
         kind,  including,  but not  limited  to,  any  restriction  on the use,
         voting, transfer, receipt of income or other exercise of any attributes
         of ownership).

     e.  AltaChem shall have delivered to BRIA an opinion of its counsel for ACS
         and AltaChem,  dated within 180 days of this  Agreement,  to the effect
         that the terms of Paragraph 7 herein have been complied with and are in
         fact accurate. In rendering such

                                       8

<PAGE>

         opinion,  such counsel may rely on certificates of public officials and
         upon  certificates of officers of AltaChem and ACS and upon opinions of
         counsel  retained  by  AltaChem  or ACS in states  other than  Florida,
         copies of which certificates and opinions shall be furnished to BRIA.

     f.  No action or proceeding by any  governmental  body or agency shall have
         been  threatened,  asserted or  instituted  to restrain or prohibit the
         carrying out of the transactions contemplated by this Agreement.

     g.  All corporate and other proceedings and action taken in connection with
         the transactions  contemplated by this Agreement and all  certificates,
         opinions,  agreements,  instruments  and  documents  mentioned  in this
         Paragraph  9 or incident to any such  transaction  shall be  reasonably
         satisfactory in form and substance to BRIA and to its counsel.

     The conditions  contained in this  Paragraph 9 are included  herein for the
benefit  of  BRIA  and,  without  constituting  a  waiver  of any of its  rights
hereunder, may be waived, in whole or in party, by BRIA.

10.  Conditions to Obligations of AltaChem and ACS. The  obligations of AltaChem
     and ACS under this Agreement are subject to the  fulfillment,  on or before
     the Closing Date, of the following conditions:

     a.  All  representations and warranties of BRIA contained herein and in any
         certificate or other  instrument  delivered  pursuant to the provisions
         hereof,  or in connection with the  transactions  contemplated  hereby,
         shall be true on the  Closing  Date with the same  force and  effect as
         though such representations and warranties had been made on the Closing
         Date.

     b.  BRIA shall have performed and complied with all of the terms, covenants
         and conditions of this Agreement to be performed or complied with by it
         on or before the Closing Date.

     c.  BRIA shall have  delivered to ACS a  certificate  of its President or a
         Vice President and its Secretary or an Assistant Secretary, dated as of
         the  Closing  Date,  certifying  in such  detail as ACS may  reasonably
         request the  fulfillment of the conditions  specified in this Paragraph
         10.

     d.  The Board of Directors of BRIA shall have taken all necessary action to
         authorize the execution and  performance of this  Agreement,  including
         the  delivery  of shares of Common  Stock of BRIA to ACS in  accordance
         with this  Agreement,  and BRIA  shall have  delivered  to ACS true and
         complete copies certified by its Secretary or Assistant  Secretary,  of
         resolutions of its Board of Directors evidencing such action.

     e.  No action or proceeding by any  governmental  body or agency shall have
         been

                                       9

<PAGE>

         threatened, asserted or instituted to restrain or prohibit the carrying
         out of the transactions contemplated by this Agreement.

     f.  All  corporate  and other  proceedings  and actions taken in connection
         with  the  transactions   contemplated  hereby  and  all  certificates,
         opinions,  agreements,  instruments  and  documents  mentioned  in this
         Paragraph 10 or incident to any such transaction  shall be satisfactory
         in form and substance to ACS and their counsel.

     The conditions  contained in this Paragraph 10 are included  herein for the
benefit  of ACS  and,  without  constituting  a  waiver  of  any  of its  rights
hereunder, may be waived, in whole or in part, by ACS.

11.  Certain Covenants Prior to Closing.

     a.  ACS will use their best  efforts,  and take such other action as may be
         necessary,  to fulfill all of the  conditions  contained in Paragraph 9
         hereof and to authorize and consummate, and cause AltaChem to authorize
         and consummate, all of the transactions herein contemplated.

     b.  BRIA will use its best  efforts,  and take such other  action as may be
         necessary,  to fulfill all of the conditions  contained in Paragraph 10
         hereof and to authorize and consummate all of the  transactions  herein
         contemplated.

     c.  Between the date of this  Agreement and the Closing Date,  AltaChem and
         ACS shall (a) give BRIA and its authorized  representatives full access
         to all offices,  warehouses  and other  facilities  and  properties  of
         AltaChem  and to the books and records of AltaChem  (and permit BRIA to
         make copies thereof),  (b) permit BRIA to make inspections thereof, and
         (c) cause its officers and its advisors (including, without limitation,
         its  auditors,  attorneys,  financial  advisors and other  consultants,
         agents and advisors) to furnish BRIA with such  financial and operating
         data and other  information with respect to the business and properties
         of   AltaChem,   and  to   discuss   with   BRIA  and  its   authorized
         representatives  the affairs of AltaChem,  all as BRIA may from time to
         time reasonably request.

     d.  Between the date of this  Agreement and the Closing Date,  AltaChem and
         ACS shall give notice to BRIA  promptly  upon  AltaChem or ACS becoming
         aware of (a) any inaccuracy of a  representation  or warranty set forth
         in any  schedule  or (b) any event or status of facts  that,  if it had
         occurred  or existed on or prior to the date of this  Agreement,  would
         have caused any such representation and warranty to be inaccurate, with
         such notice to describe  such  inaccuracy,  event or status of facts in
         reasonable detail.

     e.  Between the date of this  Agreement and the Closing Date,  AltaChem and
         ACS shall cause (a) copies of all reports and other  documents given to
         the members of the Board of  Directors  (or any  committee  thereof) of
         AltaChem to be delivered to BRIA at the

                                       10

<PAGE>

         same time and (b) copies of the minutes of all meetings of, and actions
         taken  without a meeting by, the Board of Directors  (or any  committee
         thereof)  of  AltaChem  to be  delivered  to BRIA  promptly  after  the
         preparation  thereof.  Between  the  date  of  this  Agreement  and the
         Closing,  AltaChem and ACS shall give BRIA at least 3 days prior notice
         of any meeting of or action to be taken without a meeting by, the Board
         of Directors or committee  thereof of AltaChem and shall cause AltaChem
         to permit one individual designated by BRIA to attend each such meeting
         as an observer.

     f.  Between the date of this Agreement and the Closing Date, BRIA, AltaChem
         and ACS shall discuss and coordinate  with respect to any public filing
         or announcement concerning any of the contemplated transactions.

     g.  BRIA  and ACS  shall  cause  AltaChem  to,  (a)  file  with  applicable
         regulatory  authorities the applications and related documents required
         to be filed by them (and prosecute  diligently any related proceedings)
         in order to consummate the contemplated  transactions and (b) cooperate
         with the others as they may reasonably  request in connection  with the
         following.

12.      Survival of Representations and Warranties; Indemnification.

     a.  Survival.  All representations,  warranties and agreements contained in
         this   Agreement   shall  survive  the  Closing   notwithstanding   any
         investigation  conducted with respect thereto;  however,  a party shall
         have no liability with respect to a representation and warranty,  or an
         agreement to be performed or complied  with prior to the Closing  Date,
         to the extent that the inaccuracy of such  representation  and warranty
         or the  failure  to  perform  and comply  with such  agreement  was not
         intentional and was disclosed in a schedule  delivered pursuant to this
         Agreement.

     b.  Time  Limitations.  If the Closing  occurs,  BRIA and ACS shall have no
         liability with respect to any representation or warranty,  or agreement
         to be performed and complied with prior to the Closing Date, other than
         those set forth in Paragraphs 4, 7, and 9, unless on or before 210 days
         after  the date of this  Agreement,  BRIA,  AltaChem  or ACS are  given
         notice  asserting  a claim with  respect  thereto  and  specifying  the
         factual  basis of that claim in  reasonable  detail to the extent  then
         known  by BRIA.  The  representations,  warranties  and  agreements  in
         paragraphs 4, 7 and 9 shall survive the Closing of this  Agreement.  If
         the Closing  occurs,  BRIA shall have no liability  with respect to any
         representation  or warranty,  or agreement to be performed and complied
         with prior to the Closing Date,  unless on or before 210 days after the
         date of this  Agreement,  BRIA is given  notice of a claim with respect
         thereto and  specifying  the factual  basis of that claim in reasonable
         detail to the extent then known by AltaChem or ACS.

     c.  Indemnification  by AltaChem  and ACS.  AltaChem  and ACS,  jointly and
         severally,  shall indemnify and hold harmless BRIA, and shall reimburse
         BRIA for any loss, liability,  claim, damage,  expense (including,  but
         not  limited to,  costs of  investigation  and  defense and  reasonable
         attorneys' fees) or diminution of value (collectively

                                       11

<PAGE>

         "Damages") arising from or in connection with (a) any inaccuracy in any
         of the  representations  and  warranties  of  AltaChem  or ACS in  this
         Agreement,  or any actions,  omissions  or state of facts  inconsistent
         with any such  representation or warranty,  (b) any failure by AltaChem
         or ACS to perform or comply with any agreement in this  Agreement,  (c)
         any claim by any person for brokerage or finder's  fees or  commissions
         or similar payments based upon any agreement or  understanding  alleged
         to have been made by any such person with  AltaChem or any  Shareholder
         (or any person acting on their  behalf) in  connection  with any of the
         contemplated transactions.

     d.  Indemnification  by  BRIA.  BRIA  shall  indemnify  and  hold  harmless
         AltaChem and ACS, and shall reimburse AltaChem and ACS for, any Damages
         arising from or in  connection  with (a) any  inaccuracy  in any of the
         representations  and  warranties  of  BRIA in  this  Agreement,  or any
         actions,  omissions  or  state  of  acts  inconsistent  with  any  such
         representation  or  warranty,  (b) any  failure  by BRIA to  perform or
         comply with any  agreement in this  Agreement,  or (c) any claim by any
         person  for  brokerage  or  finder's  fees or  commissions  or  similar
         payments based upon any agreement or understanding alleged to have been
         made by such person  with BRIA (or any person  acting on its behalf) in
         connection with any of the contemplated transactions.

     e.  Notwithstanding  anything hereinabove contained to the contrary in this
         Paragraph  12, (i) none of the  provisions  of this  Paragraph 12 shall
         apply to any liability (whether by BRIA to one or more of ACS or by one
         or more ACS to BRIA)  arising out of or by virtue of the  Provisions of
         Paragraph 13 below or any violation of the  provisions of Paragraph 13,
         and (ii) the  provisions of said Paragraph 13 shall survive the Closing
         Date.

13.      Investment Representation. Each ACS acknowledges his understanding that
         the  shares  of BRIA  Common  Stock to be  delivered  pursuant  to this
         Agreement will not be registered  pursuant to the 1933 Act and each ACS
         further represents to and agrees with BRIA as follows:

     a.  Each ACS is acquiring the shares of BRIA Common Stock  pursuant to this
         Agreement for his own private personal  investment  account and with no
         present  intention  of  reselling  or  distributing  such shares or any
         portion thereof to others.

     b.  Each ACS fully  comprehends  that in  connection  with the  issuance of
         shares of BRIA Common Stock pursuant to this Agreement, BRIA is relying
         to a material degree on the  representations,  warranties and covenants
         contained  herein,  and with such realization he authorizes BRIA to act
         as it may see fit in full reliance hereon.

     c.  Each  ACS  agrees  that  none of such  shares  will be  transferred  or
         distributed  unless (i) they are covered by an  effective  Registration
         Statement  prepared in accordance with the 1933 Act and are distributed
         in a  manner  complying  with the  1933  Act and  with  the  Rules  and
         Regulations promulgated thereunder;  or (ii) they may be transferred in
         accordance with Rule 144 of the Rules and  Regulations  pursuant to the
         1933 Act (or such similar Rule as may be  applicable  to such shares at
         the time of transfer) so long as

                                       12

<PAGE>

         such  transfer  strictly  complies  with  said  Rule 144 and with  such
         procedures as BRIA may reasonably establish in connection therewith; or
         (iii) there is first  delivered  to BRIA the written  legal  opinion of
         legal counsel in form and substance  reasonably  satisfactory to BRIA's
         legal counsel or a "no action letter" from the SEC indicating  that any
         of the  provisions  of the  1933  Act and  the  Rules  and  Regulations
         promulgated  thereunder.  In the event such legal opinion is based upon
         the exemption now contained in Section 4(2) of the 1933 Act, the person
         acquiring the shares or some portion  thereof shall execute and deliver
         to BRIA a letter  agreement  complying  with the 1933 Act and the Rules
         and Regulations promulgated thereunder.

     d.  Each ACS hereby agrees that the certificate(s) representing such shares
         may bear a legend,  as set forth below,  setting forth the restrictions
         upon transfer which are contained in the foregoing subparagraph (c) and
         that BRIA may deliver to its  transfer  agent a "stop  transfer  order"
         directing the transfer agents not to effect any transfer of such shares
         without having received the written  permission of BRIA and evidence of
         compliance with applicable  provisions of the 1933 Act and the terms of
         this Agreement.

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

     e.  Each ACS hereby  agrees to indemnify  BRIA against and hold it harmless
         from all losses, liabilities,  costs and expenses (including reasonable
         attorneys'   fees)  which  shall  arise  as  a  result  of  a  sale  or
         distribution  by him of such shares or any portion thereof in violation
         of the 1933 Act or the terms of this Agreement.

14.      Brokers and Finders.  ACS represents to BRIA and BRIA represents to ACS
         that other than Canton Financial Services  Corporation  ("Canton"),  no
         person, firm or corporation has been requested,  authorized or employed
         by AltaChem,  BRIA or any of the ACS to act as finder,  broker or agent
         in connection with the subject matter of this Agreement or negotiations
         leading thereto.  In consideration for Canton's services in introducing
         the Parties, BRIA and AltaChem agree that BRIA shall deliver to Canton,
         in full consideration of and in complete discharge of Canton's finder's
         fee, a number of shares of Common Stock of BRIA equivalent to 5% of all
         of the issued and  outstanding  Common Stock of BRIA, as of the Closing
         date,  to be  delivered  at the  Closing  provided  for in  Paragraph 6
         hereof. This quantity of Common Stock shall reflect all other issuances
         of Common Stock as settlement of outside debts of BRIA.

15.      Further Assurances.

     a.  At the request of BRIA, and without further consideration, AltaChem and
         ACS will

                                       13

<PAGE>

         execute and deliver such  additional  instruments  of transfer and will
         take such other  action as BRIA  reasonably  may  request in order more
         effectively to transfer to BRIA full ownership and control of AltaChem.

     b.  At  the  request  of  one  or  more  of  ACS,   and   without   further
         consideration,   BRIA  will   execute  and  deliver   such   additional
         instruments  and will take such  other  actions  as ACS may  reasonably
         request  in  order  more  effectively  to  carry  out  the  transaction
         contemplated hereby.

     16. Expenses.  AltaChem shall bear all out-of-pocket  expenses arising from
         this Agreement,  including but not limited to, travel,  lodging, filing
         fees, printing, postage, delivery,  shipping, copying, telephone calls,
         overnight packages, facsimiles, and other related expenses.

     17. Employees of AltaChem. BRIA agrees to maintain the employment of all of
         AltaChem's  employees in their present positions,  with the same salary
         and seniority.

18.      Directors. All directors of AltaChem whose resignations shall have been
         requested by BRIA not less than five days before the Closing Date shall
         have submitted their  resignations or been removed  effective as of the
         Closing  Date.  De-Schrijver  and Tilton  shall have been  appointed as
         directors of BRIA prior to or on the Closing Date.

19.      Other Matters.

     a.  No Other Agreements. All terms and conditions of this Agreement are set
         forth   herein,   and   there   are  no   warranties,   agreements   or
         understandings,  express or implied,  except those  expressly set forth
         herein.

     b.  Amendment.  This Agreement may be amended only by a written  instrument
         executed on behalf of BRIA, AltaChem and ACS; provided,  however,  that
         after the  closing  provided  for  herein  BRIA and ACS may amend  this
         Agreement without the execution or approval of AltaChem.

     c.  Notices. Any notice or other communication  required or permitted to be
         given hereunder shall be deemed properly given if personally  delivered
         or deposited in the United  States mail,  registered  or certified  and
         postage  prepaid,  addressed to AltaChem or ACS at 82-66 Austin Street,
         Kew Gardens, NY 11415 or to BRIA at 268 West 400 South, Suite 300, Salt
         Lake City,  UT 84101,  or at such other  addresses  as may from time to
         time be designated by the respective parties in writing.

     d.  Specific  Performance.  The parties acknowledge that the subject matter
         of this Agreement (i.e., the business and assets of AltaChem) is unique
         and that no  adequate  remedy of law would be  available  for breach of
         this Agreement.  Accordingly,  each party agrees that the other parties
         will be entitled to an  appropriate  decree of specific  performance or
         other equitable remedies to enforce this Agreement (without any bond

                                       14

<PAGE>

         or other security being  required) and each party waives the defense in
         any action or proceeding  brought to enforce this  Agreement that there
         exists an adequate remedy at law.

     e.  Termination.

         i.   Termination  for  Default.  Without  prejudice to other rights and
              remedies which a party may have, either party may by notice to the
              other given on or at any time prior to the Closing Date  terminate
              this Agreement if default should be made by the other party in the
              observance  or in  due  and  timely  performance  of  any  of  its
              covenants  and  agreements  herein  contained  and if such default
              shall not have been fully  cured  within  fifteen  (15) days after
              receipt of such notice specifying with particularity such default.

         ii.  Termination  for  Delay.  Without  prejudice  to other  rights and
              remedies  which a party may have,  if the  closing  shall not have
              occurred by December 31, 1995, at 5:00 p.m., Eastern Standard Time
              a party who is not then in default in the observance or in the due
              and timely  performance  of any of its  covenants  and  agreements
              herein  contained,  may  at any  time  thereafter  terminate  this
              Agreement  by giving  written  notice of such  termination  to the
              other party.

         iii. Termination  for  Non-compliance.  BRIA  shall  have the  right to
              terminate  this  Agreement  if it is  determined  at any time that
              AltaChem's  financial  statements are not, as of the Closing Date,
              in conformity with the requirements of Paragraph 7(e) herein.

     f.  Assignment.  Except  as  specifically  permitted  by the  terms of this
         Agreement, neither this Agreement nor any right created hereby shall be
         assignable by BRIA. AltaChem or ACS (or their respective  successors in
         interest)  without  the prior  written  consent  of all  other  parties
         hereto,  and any such attempted  assignment  shall be void.  Nothing in
         this  agreement,  expressed or implied,  is intended to confer upon any
         person,  other than the parties hereto, any rights or remedies under or
         by  reason of this  Agreement.  Notwithstanding  any  other  provisions
         herein to the contrary,  the right of each of ACS to receive  shares of
         BRIA  Common  Stock  pursuant  to  Paragraph  2  herein  shall  not  be
         assignable  except upon the death of such  Shareholder by  testamentary
         disposition or the law of intestate succession.

     g.  Paragraphs and Other Headings.  Paragraphs or other headings  contained
         in this Agreement are for reference  purposes only and shall not affect
         in any way the meaning or interpretation of this Agreement.

     h.  Choice of Law. It is the  intention of the parties that the laws of the
         State  of Utah  should  govern  the  validity  of this  Agreement,  the
         construction  of its terms and the  interpretation  of the  rights  and
         duties of the parties.


                                       15

<PAGE>

     i.  No Waiver.  The failure of any party to insist upon strict adherence to
         any term of this  Agreement on any occasion  shall not be  considered a
         waiver or deprive  that party of the right  thereafter  to insist  upon
         strict adherence to that term or any other term of this Agreement.  Any
         waiver must be in writing.

     j.  Severability.  In the  event  that  any one or  more of the  provisions
         contained in this Agreement shall for any reason be held to be invalid,
         illegal  or  unenforceable,   the  same  shall  not  affect  any  other
         provisions of this Agreement,  but this Agreement shall be construed as
         if such invalid,  illegal or  unenforceable  provisions  had never been
         contained herein.

     k.  Counterparts.   This   Agreement   may  be  executed  in  one  or  more
         counterparts,  each of which  shall be deemed an  original,  but all of
         which shall constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Agreement as of the day and year first above written.

BRIA Communications Corp.                          AltaChem Group, Inc., Ireland



/s/ Richard Lifshutz                               /s/ James Tilton
Richard Lifschutz, President                       By: James Tilton
                                                   Title:  President
ACS
                                                   James Tilton


/s/ Aster De-Schrijver
By: Aster De-Schrijver                             /s/ James Tilton
Title:   Authorized Representative                 James Tilton

Aster De-Schrijver



/s/ Aster De-Schrijver
Aster De-Schrijver