UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
 [X] Annual report under Section 13 or 15(d) of the  Securities  Exchange Act of
     1934 (Fee required) for the fiscal year ended December 31, 1995

 [ ] Transition report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 (No fee required) for the transition period from to

   Commission file number:  I-9418

                         BRIA Communications Corporation
                 (Name of Small Business Issuer in Its Charter)

          New Jersey                                  22-1644111
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                    Identification No.)

            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
               (Address of Principal Executive Offices) (Zip Code)

                                 (801) 575-8073
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

                                                      Name of each Exchange
      Title of Each Class                              on Which Registered 
  Common Stock ($0.001 Par Value)                                NONE

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
                                  Yes____ No XX

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B not contained in this form, and no disclosure will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         The issuer's  total  consolidated  revenues for the year ended December
31, 1995, were $128.

         The aggregate market value of the registrant's Common Stock, $0.001 par
value (the only class of voting stock), held by non-affiliates was approximately
$6,283,435.50  based on the last sale price thereof reported on the consolidated
tape for September 27, 1996.

         At  September  27,  1996,  the  number  of  shares  outstanding  of the
registrant's  Common Stock,  $0.001 par value (the only class of voting  stock),
was 8,377,914.
<PAGE>


                                TABLE OF CONTENTS

                                   PART I Page

Item 1. Description of Business................................................3

Item 2. Description of Property................................................7

Item 3. Legal Proceedings......................................................7

Item 4. Submission of Matters to a Vote of Security Holders....................8

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters...............8

Item 6. Management's Discussion and Analysis or Plan of Operation..............9

Item 7. Financial Statements..................................................15

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure..................................................16

                                    PART III

Item 9. Directors and Executive Officers......................................16

Item 10.Executive Compensation................................................17

Item 11.Security Ownership of Certain Beneficial Owners and Management........19

Item 12.Certain Relationships and Related Transactions........................21

Item 13.Exhibits, Lists and Reports on Form 8-K...............................25

  SIGNATURES..................................................................26

  INDEX TO EXHIBITS...........................................................27
<PAGE>
ITEM 1.  DESCRIPTION OF BUSINESS

Introduction

     Unless the context indicates  otherwise,  the term "Company" refers to BRIA
Communications   Corporation,   a  New  Jersey  corporation  formerly  known  as
Metallurgical  Industries,  Inc., and its  subsidiaries  and  predecessors.  The
Company's  executive offices are located at 268 West 400 South,  Suite 300, Salt
Lake City, Utah 84101.

     The  Company's  shareholders  voted to change  the  Company's  name to BRIA
Communications  Corporation  at a Special  Meeting of  Shareholders,  originally
scheduled  for March 14,  1995,  but  adjourned  until March 21, 1995  ("Special
Meeting").  Of the 157,544 shares of Common Stock represented by person or proxy
at the Special Meeting, 145,147 voted in favor of the name change.

     All  references to "Common  Stock" shall mean the Company's  Class A Common
Stock,  publicly traded on the  OTC-Bulletin  Board  Quotation  System under the
symbol  "BRIAA."  Prior to March 21,  1995,  the Common Stock had a par value of
$0.10.  At the Special  Meeting the  Company's  shareholders  voted to amend the
Certificate  of  Incorporation  by changing the par value of the Common Stock to
$0.001.  This  amendment was  disclosed in the  Company's  Annual Report on Form
10-KSB for the year ended December 31, 1994. The Company also has Class B Common
Stock,  $0.001 par value,  which is not publicly traded.  See "Item 5 Market for
Common Equity and Related Stockholder Matters."

Business Development

     The  Company  was  incorporated  in New  Jersey  in  1959  under  the  name
Metallurgical Industries, Inc. Until 1993, the Company was engaged in the repair
of aircraft turbine engine components and the purchasing, processing and selling
of specialty  refractory metals. By August 1993,  competitive  pressure from the
aircraft turbine engine original equipment  manufacturers  forced the Company to
discontinue  operations  in that  market.  Additionally,  low  levels of demand,
surplus domestic  capacity,  and increased  competition from imports reduced the
Company's  profit margins in the specialty  refractory  metals business to below
the break-even  level.  As a result,  the Company began to downsize its existing
operations and aggressively search for new opportunities or replacements for its
existing businesses.

     In early 1994, the Company agreed to merge into MAXMusic,  Inc., a Delaware
corporation  ("MAXMusic"),  pursuant to the  Agreement  and Plan of Merger dated
July 11, 1994 ("Merger  Agreement").  The Company began extensive  restructuring
and  reorganization in furtherance of the Merger Agreement.  Upon the completion
of  merger  and  recapitalization,  the  shareholders  of  MAXMusic  would  have
exchanged  100% of their shares for a minimum of 80% of the Class A Common Stock
of the Company.

     On March 18,  1994,  a petition  was filed  against the Company in the U.S.
Bankruptcy  Court  requesting  an order for relief under Chapter 7 of Bankruptcy
Code (case No:  94-31635).  This  involuntary  bankruptcy  petition was filed by
three of the  Company's  major  creditors  with  claims  totaling  approximately
$147,000.  MAXMusic  agreed to purchase the debts of the three creditors and the
original  petitioners  stipulated to an extension of time to answer the petition
until June 1, 1994. This information was disclosed in a report on Form 8-K filed
with the SEC on April  11,  1994.  On June  28,  1994,  the  Company  reached  a
settlement  with the  petitioning  creditors  and a payment was put in escrow to
settle the debt.  On July 27, 1994,  the U.S.  Bankruptcy  Court  dismissed  the
petition  pursuant to 11 U.S.C.  Section 303(j) of the United States  Bankruptcy
Code.

     The  Company  ceased  all  active   operations  on  June  30,  1994.   Four
administrative  employees  remained on the payroll until  September 30, 1994, to
facilitate  the sale of the final Company  assets in  preparation  for a planned
merger with  MAXMusic.  These  employees  focused  their efforts on winding down
unsuccessful  operations  and settling debts with the Company's  creditors.  The
four employees were ultimately terminated on September 30, 1994.
<PAGE>
     On November 8, 1994,  MAXMusic  exercised  its option to rescind the Merger
Agreement  pursuant  to  the  Merger  Agreement's  terms.  MAXMusic  had  signed
promissory  notes totaling over $776,000 plus accrued  interest that were due on
July 31, 1994.  These notes would have been  extinguished as part of the merger.
However,  since the  merger was  rescinded,  $287,000  worth of the notes,  plus
interest,  became  immediately  due with the remaining  $489,250 worth of notes,
plus accrued  interest,  becoming due over a twelve month  period.  MAXMusic has
since  declared  bankruptcy  and the Company does not  anticipate  receiving any
portion of the money due under the terms of the promissory notes.

     In August 1994, the Company repaid its largest secured creditor,  Midlantic
National  Bank, in full.  In September  1994,  the Company  settled with another
secured creditor, who was an officer and director of the Company, by selling him
the  remaining  equipment  owned by the Company for $5,000.  This settled a debt
totaling approximately $92,000 plus interest. The equipment had not been sold by
the Company after diligent efforts on its part for over a year.

     In September  1994, the Company  placed its two wholly owned  subsidiaries,
Intermet Resources,  Inc., and Advanced Welding and Coating Services, Inc., into
Chapter 7  bankruptcy,  case numbers  94-36556 and 94-36561,  respectively.  The
decision to file for  bankruptcy  stemmed from the fact that neither  subsidiary
was  profitable  nor,  in  management's  decision,  had  prospects  of  becoming
profitable.  A trustee was appointed by the Court and at a hearing before the U.
S. Bankruptcy Court in Trenton,  New Jersey,  on December 7, 1994, the Chapter 7
filings were accepted and the assets of both corporations were liquidated.

     After  the  Merger  Agreement  with  MAXMusic  was  terminated  and the two
subsidiaries  were  placed in  bankruptcy,  the  Company was left with no active
operations.  The  Company  resumed  its  efforts  to find a  suitable  merger or
acquisition  candidate.  During its  pursuit of such a  candidate,  the  Company
became involved in the barter and trade industry.  On March 1, 1995, the Company
appointed  Richard  Lifschutz  ("Lifschutz")  as the  Company's  president and a
director.  Mr. Lifschutz is very experienced in the barter industry and has been
a broker for many years on the ITEX barter  exchange,  the largest such exchange
in the United  States.  Soon after the arrival of  Lifschutz,  the Company began
trading  restricted shares of its Common Stock for tangible assets such as media
and trade  credits.  See "Item 6 - Management  Discussion  and  Analysis"  for a
discussion  of this  change in Company  control  and the  results of  operations
stemming from the Company's involvement in the barter industry.

     Effective  December 8, 1995,  the Company  entered  into a since  rescinded
Stock Exchange  Agreement (the "Stock Exchange  Agreement") with AltaChem Group,
Inc.,  a  corporation   formed  under  the  laws  of  the  Republic  of  Ireland
("AltaChem"), Aster De Schrijver, an individual, and James Tilton, an individual
(these four entities are hereinafter collectively referred to as the "Parties").
AltaChem is a chemical  company which  manufactures  and markets a one-component
polyurethane  foam compound and related products used to dispense that chemical.
Pursuant  to the Stock  Exchange  Agreement,  the Company  acquired  100% of the
outstanding Common Stock of AltaChem, making AltaChem a wholly owned subsidiary.
As consideration,  the Company issued 18,740,976 shares of Common Stock to Aster
De Schrijver,  who prior to the Stock Exchange  Agreement directly or indirectly
owned 100% of  AltaChem's  outstanding  Common  Stock.  The Company  also issued
2,883,200 shares of Common Stock to James Tilton as  consideration  for services
rendered by Mr. Tilton in negotiating  the Stock Exchange  Agreement.  After the
Stock  Exchange  Agreement  was  consummated,  Mr. De Schrijver  and Mr.  Tilton
collectively owned 75% of the Company's issued and outstanding Common Stock.

     On August 3, 1995, and in contemplation of the acquisition of AltaChem, the
Company's board of directors appointed Aster De Schrijver, James Tilton and Jane
Zheng as additional  directors.  Mr. De Schrijver was also appointed as chairman
of the board of directors.  Mr. Tilton was appointed as chief executive officer,
and Jane  Zheng,  the wife of  James  Tilton,  was  appointed  as the  Company's
treasurer and secretary.  Upon the respective appointments of three new officers
and  directors,  Richard  Surber  and Mark  Knudson  resigned  as the  Company's
directors,  leaving  Richard  Lifschutz  as the  only  incumbent  director.  The
resignations  of Mr.  Surber  and Mr.  Knudson  were the result of the change of
control in the ownership of the Company's capital stock, and did not reflect any
disagreements on the part of either  resigning  director with the Company or its
management.
<PAGE>
     On May 8, 1996, the parties to the Stock Exchange Agreement mutually agreed
to rescind the Agreement ab initio,  or from the  beginning.  The rescission was
accomplished pursuant to a Rescission of Stock Exchange Agreement and Release of
all Claims signed that day. The primary reason for the rescission was AltaChem's
failure to deliver to the Company audited financial statements and a schedule of
assets  within 180 days,  as  required  by the Stock  Exchange  Agreement.  This
delinquency  constituted a material  breach of the Stock Exchange  Agreement and
made it impossible for the Company to stay current in its SEC filings. Moreover,
AltaChem had significantly  underestimated  the costs associated with the filing
requirements for publicly traded companies in the United States.  Accordingly, a
determination  was made that it would be in the best  interest of all Parties to
rescind the Stock Exchange Agreement.

     Pursuant to the Rescission Agreement, the Parties released one another from
all  potential  claims  they may  have had  stemming  from  the  Stock  Exchange
Agreement.  Hence,  the  Company  has no  relationship  with or  claims  against
AltaChem,  and AltaChem has no claims against the Company.  Mr. De Schrijver and
Mr. Tilton were required to return their shares to the Company's  transfer agent
for cancellation,  and the Company was required to return all shares of AltaChem
to Mr. De Schrijver.

     On May 31, 1996,  Aster De  Schrijver  resigned as chairman of the board of
directors  and Jane Zheng  resigned as secretary,  treasurer and a director.  On
June 24, 1996, James Tilton resigned as chief executive  officer and a director.
The  three  directors  resigned  because,  as a result  of the  rescinded  Stock
Exchange Agreement, shares of Common Stock previously issued to De Schrijver and
Tilton were required to be returned to the Company for cancellation, leaving the
three directors with no ownership interest in the Company. None of the directors
had any  disagreements  with the Company or its  management at the time of their
respective resignations.

     On June 7, 1996,  the board of directors  appointed  Harry Tilton,  Matthew
Veal and Shirley Tarantino as directors.  These directors were appointed to help
the Company organize its management  structure and restructure its Bylaws. After
performing  such  services,  Harry  Tilton,  Matthew Veal and Shirley  Tarantino
tendered their  respective  resignations  as directors on June 19, 1996. On June
27,  1996,  Isaac  Lifschutz  and  Wendell  Hall were  appointed  as  additional
directors  of the  Company.  For  more  information  on  the  current  board  of
directors,  see "Item 9 - Directors,  Executive  Officers  and Control  Persons;
Compliance with Section 16(a) of the Exchange Act."

     On July 11, 1996, the Company  entered into an agreement  with  CyberMalls,
Inc.  ("CyberMalls"),  a Utah  corporation  wholly  owned  by  Canton  Financial
Services  Corporation  ("CFS").  Pursuant to the agreement the Company purchased
CyberFootball,  a Nevada corporation  ("CFI") . CFI is developing a virtual mall
on the Internet focused on the sport of football. CFI was founded in 1996 and is
currently  a  developmental  stage  corporation.  It seeks to become an Internet
Service Provider  specializing in global online  commerce.  The Company acquired
CFI by issuing 1,875,000 shares of its Class A Common Stock valued at .375(cent)
per share to CyberMalls.  In exchange,  CFI will issue  9,101,019  shares of its
restricted Common Stock to the Company which reflects approximately 90.1% of the
authorized,  issued and  outstanding  shares of CFI. CFI will issue a Promissory
Note in favor of CyberMalls in the amount of $11,500,000  bearing interest of 9%
per annum to be payable in three (3) years from the date of the execution of the
Agreement.  The Note shall be secured by the CyberFootball  trademark and domain
rights.  The Company  shall be guarantor  of the Note with such  guarantee to be
secured only by 100% of the Company's interest in CyberFootball's Common Stock.

     Additionally,  as compensation for services to be provided in the creation,
development and initial  servicing of the virtual mall,  CyberMalls will receive
50% of the proceeds  realized from a private placement of Common Stock conducted
pursuant  to Rule 504 of  Regulation  D of the  Securities  Act of  1933.  These
proceeds  are  distrubuted  to  CyberMalls  pursuant to a  Financial  Consulting
Agreement  entered  into  between the  Company,  CFI and CFS.  The terms of such
Financial  Consulting  Agreement  obligates  CFS to provide its best  efforts in
assisting CFI to become a self  sufficient,  fully  reporting  company under the
Securities and Exchange Act of 1934 that is publicly traded.  In exchange CFI is
obligated to compensate  CFS by issuing  $150,000  worth of the  Company's  free
trading Class A Common Stock.
<PAGE>
     Kingslawn Offset,  Inc., a New York corporation  engaged in the printing of
full color catalogs,  sales sheets,  and other publications  ("Kingslawn"),  was
acquired by the Company on September  10, 1996. In exchange for acquiring all of
Kingslawn's  issued and outstanding  capital stock, the Company issued 2 million
restricted  shares  of its  Class A Common  Stock  valued  at $0.75  per  share.
Kingslawn's President and principal shareholder was also granted a $500,000 lien
on all  equipment  and fixtures in  Kingslawn's  possession  as of September 10,
1996. This lien is convertible at the holder's option into the Company's Class A
Common Stock at $0.75 per share. Kingslawn thus became a wholly owned subsidiary
of the Company.

Business of Issuer

     As stated above,  through its subsidiaries,  the Company is involved in the
development of an Internet virtual mall and the printing  business.  Pursuant to
the Company's  Agreement with  CyberMalls,  CyberMalls will design and build the
virtual  mall,  CyberFootball  and will  continue to provide  the  Company  with
ongoing  maintenance  of the  Internet  mall.  CyberMalls  is also  obligated to
provide  WebSafari(TM)  for the  duration of the business  relationship  between
CyberMalls  and  CyberFootball.  WebSafari  (TM) is a type of search engine that
allows shoppers on the Internet to change  locations as their interest  desires.
On August 12, 1996, this search engine was successfully  tested in its first, or
alpha  version and is expected to be ready for initial  public use by the end of
September  1996.  However,  due to increasing  competition  in the search engine
arena,  no  assurances  can be given that,  even if Web SafariTM does operate as
planned, it will be accepted by the public or yield profits.

     The  September  10, 1996  Agreement  for the exchange of stock  between the
Company and Kingslawn  envisions  continuing in its normal printing  operations.
However,   the  Company  and  Kingslawn  have  discussed   possible   additional
acquisitions of entities to complement  Kingslawn's  business,  although no such
assurances  can be given that any of the  acquisitions  will be made, or if made
that they will be successful or profitable.

     The Company  continues to search for  appropriate  business  opportunities,
including businesses which the Company can acquire as operating subsidiaries. To
help it find appropriate  business  opportunities,  the Company has employed the
services of Canton Financial Services Corporation ("CFS"). CFS provides business
services to the Company including  administrative,  accounting,  and shareholder
relations work. CFS also leases office space to the Company. Originally retained
in May 1995, CFS is currently  rendering  services to the Company pursuant to an
April 1, 1996 Consulting  Agreement (the "Consulting  Agreement").  According to
the  Consulting  Agreement,  the  Company  is  obligated  to pay  CFS a  monthly
consulting fee equaling  $20,000 or the actual cost of services  rendered by CFS
if such cost exceeds $20,000. The fee is payable either in cash or in restricted
shares of the Company's  Common Stock valued at the lower of one-half  (1/2) the
closing bid price on the last day of the month in which services are rendered to
the Company or one-half  (1/2) the closing bid price on the day the Common Stock
is actually issued to CFS. CFS is an affiliate of CyberMalls.

     The Company has no full time employees. However, pursuant to its Consulting
Agreements with CFS and CyberMalls,  it receives consulting,  administrative and
other  services  as needed for its  development.  CFS employs  approximately  40
full-time  employees  and  independent  consultants,  many of whom have rendered
services to the Company.  CyberMalls'  staff includes 23 employees and Kingslawn
Offset has a staff of 5 employees.
<PAGE>
ITEM 2.  DESCRIPTION OF PROPERTY

     Kingslawn  does not currently own any property and does not  anticipate the
purchase of additional property in the near future.

     The Company's  principal  offices are located at 268 West 400 South,  Suite
300, Salt Lake City,  Utah 84101.  The Company leases office space,  accounting,
secretarial   services  and  office  supplies  from  Canton  Financial  Services
Corporation  pursuant  to  a  April  1,  1996  Consulting  Agreement.  For  more
information on this Consulting Agreement, see "Item 1 - Description of Business"
and "Item 12 - Certain Relationships and Related Transactions."

ITEM 3.  LEGAL PROCEEDINGS

     The following  discussion  describes all material pending legal proceedings
involving the Company:

     Between  November 1986 and March 1994, the Company  leased a  manufacturing
facility located at 1 Coldstream Way, Tinton Falls, New Jersey from Mid-Monmouth
Realty  Association,  whose  principal  offices  are at 75  Eisenhower  Parkway,
Roseland,  New Jersey. The Environmental Cleanup and Responsibility Act ("ECRA")
of New Jersey imposed a number of obligations on the Company; however, since the
Company does not own its facility in Tinton Falls,  the  obligations are jointly
and severally the obligations of the Company and Landlord. On November 29, 1995,
the New Jersey  Department  of  Environmental  Protection  and  Energy  (NJDEPE)
completed  a review  of this  site  with the  cooperation  of  Company's  former
Landlord.  NJDEPE  requested that the  Company/Landlord  do further  sampling on
various  portions of the site,  such as the storage and waste tanks,  the former
settling pond, pipe discharges,  below-ground-surface soil and groundwater.  The
Company/Landlord  is also required to submit a revised  Remedial Action Schedule
and summarized  analytical  results on the samplings.  As of September 30, 1996,
the Company has not received any statements of costs from the Landlord.

     The Company and the Landlord  entered into a lease  modification in October
1993 under which,  among other things,  the Landlord agreed to perform  whatever
environmental study and remediation would be required to satisfy the NJDEPE. The
Company agreed to reimburse the Landlord for the costs associated with this, all
of which is secured.  The first $100,000 is secured and subordinate  only to the
secured interest of Midlantic  National Bank, taxes owed to the Internal Revenue
Service,  and State of New Jersey taxes.  Any liability in excess of $100,000 is
secured but  subordinate to security  interest of the same entities plus that of
Ira Friedman and Lawrence  Friedman,  former  principals  of the Company.  As of
September 30, 1996,  the Landlord has not advised the Company of the cost it has
incurred  nor has the  Landlord  disclosed  to the  Company  the  results of the
studies and tests conducted. The company had insurance policies with Greater New
York  Mutual   Insurance   Company  which  the  Company  believes  should  cover
approximately  $100,000 of the cleanup costs. Although the insurance company has
indicated  that it would  decline  coverage,  in the  opinion  of the  Company's
special  insurance  counsel  and with the  support of New Jersey  case law,  the
Company believes that it has insurance  coverage for the first $100,000 incurred
in remediating the Tinton Falls plant site.  However,  no assurance can be given
that Greater New York Mutual Insurance  Company will cover any costs incurred at
this site.

     Pursuant  to the Lease  Agreement  with the  Landlord  by which the Company
leased manufacturing, storage and office facilities, the stated terms of tenancy
was from month to month after  December 31, 1993,  terminable by either party on
30 days prior notice but no later than March 31,  1994.  The Company was evicted
on or about March 31, 1994. The Landlord has continued to bill the Company for a
variety of charges since that date resulting in a  disagreement  over the amount
owed by the  Company.  The  Company  believes  that  additional  charges are not
justified  according  to the terms of the lease  agreement.  As of December  31,
1994,  the Company has  recorded  an  obligation  of $354,711 as compared to the
Landlord's   claim  for   $945,344,   resulting  in  an  amount  in  dispute  of
approximately $590,633. This disputed amount does not appear as an obligation on
the  Company's  financial  statements  as no  lawsuits  have been  filed to date
regarding the disputed amount. However, the Landlord received a judgement in its
favor in 1993 in the amount of $351,005 representing the Company's obligation at
September 24, 1993, and the Company  believes that it is possible,  although not
probable,  that an unfavorable  outcome  regarding the disputed  amount would be
rendered.
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company did not submit any matters to a vote of security holders during
the fourth quarter of the fiscal year ending December 31, 1995.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The following  table sets forth the prices of the Company's  Class A Common
Stock on the OTC Bulletin  Board for each quarter  during  fiscal years 1994 and
1995,  and for the  first  two  quarters  of  fiscal  year  1996.  The  National
Association of Securities  Dealers was the source of the  information  for these
prices. These  over-the-counter  market quotations are based on inter-dealer bid
prices,  without  markup,  markdown,  or  commission,  and may  not  necessarily
represent actual transactions.

                                  BID QUOTATION

Fiscal Year 1994                             High Bid Price        Low Bid Price
     Quarter Ended 03/31/94                      $1.19                 $0.16
     Quarter Ended 06/30/94                      $0.69                 $0.28
     Quarter Ended 09/30/94                      $0.34                 $0.25
     Quarter Ended 12/31/94                      $0.28                 $0.03
Fiscal Year 1995(1)
     Quarter Ended 03/31/95                      $1.87                 $1.25
     Quarter Ended 06/30/95                      $1.50                 $0.50
     Quarter Ended 09/30/95                      $1.50                 $0.50
     Quarter Ended 12/31/95                      $1.00                 $0.50
Fiscal Year 1996
     Quarter Ended 03/31/96                      $1.00                 $0.69
     Quarter Ended 06/30/96                      $1.00                 $0.50

     On February 1, 1995, the Board of Directors unanimously approved a 1-for-40
reverse stock split of the Class A Common Stock (the "Reverse  Split").  The bid
price of the Class A Common  Stock before the Reverse  Split was $1/32,  roughly
three cents per share whereas after the Reverse Split,  on February 6, 1995, the
bid price was $1.13.  At the same time,  the Board of  Directors  decreased  the
authorized  number of shares to assure  that the rights and  preferences  of the
holders  of  outstanding  shares  of Class A  Common  Stock  were not  adversely
affected.

---------------------------
     (1)All  quotes for fiscal  years 1995 and 1996  reflect a 1-for-40  reverse
stock split of the Company's  Class A Common Stock  effective  February 1, 1995.
For more  information on this reverse split, see the text belo the bid quotation
table
<PAGE>
STOCKHOLDERS

     On December 31, 1995,  there were  approximately  707 record  owners of the
Company's Class A Common Stock,  holding  6,798,186  shares. As of September 27,
1996 there are  approximately  724 record owners of Class A Common Stock holding
8,377,914 shares.

     On December  31, 1995 and as of  September  27,  1996,  there were 2 record
owners of the Company's Class B Common Stock, holding 213,440 shares.

DIVIDENDS

     Due to its limited cash flow,  the Company has not declared a cash dividend
for the past two fiscal  years on either the Class A Common Stock or the Class B
Common Stock and does not anticipate doing so in the near future.

ITEM 6.  MANAGEMENT'S PLAN OF OPERATION

     Prior to June 1994,  the  Company  was  involved  in the repair of aircraft
turbines and engine  components  and the  purchasing,  processing and selling of
specialty  refractory  metals.  All active  operations in such  industries  were
ceased in June 1994.  This  cessation has  significantly  affected the Company's
performance for fiscal 1995 and 1994 relative to fiscal 1993.

DISCUSSION OF OPERATIONS

     When the Company  decided to cease its metal related  operations,  it began
seeking  suitable  merger and  acquisition  candidates.  On July 11,  1994,  the
Company signed a Definitive  Merger  Agreement  with MAXMusic,  Inc., a Delaware
corporation located in Denver,  Colorado ("MAX"). MAX was involved in producing,
recording, marketing and selling musical merchandise.

     The Company was  advised on  November 8, 1994 that MAX was  exercising  its
option to rescind the Definitive  Merger Agreement  pursuant to its terms.  When
MAX rescinded this deal, it became obligated to pay the Company promissory notes
worth  $776,000.  However,  MAX filed  Chapter 7  bankruptcy  on March 3,  1995,
claiming that no assets were available for  bankruptcy  liquidation to unsecured
creditors such as the Company.  Thus, the Company does not expect to receive any
proceeds from MAX's  liquidation,  although a remote possibility exists that the
Company  could  be  offered  some  assets  by  MAX's  bankruptcy  trustee  if  a
determination is made that assets are available to MAX's unsecured creditors. As
of September  30, 1996, no such  declaration  had been made and the Company does
not expect such a statement to be made in the future.
<PAGE>
     Two of the Company's wholly-owned  subsidiaries,  Intermet Resources, Inc.,
and Advanced  Welding and Coating  Services,  Inc.  ("AWACS"),  were placed into
Chapter 7  bankruptcy,  case numbers  94-36556 and  94-36561,  respectively,  in
September  1994. The decision to file for bankruptcy  stemmed from the fact that
neither  subsidiary  was  profitable  nor, in  then-management's  decision,  had
prospects of becoming  profitable.  A trustee was  appointed by the Court.  At a
hearing before the U. S. Bankruptcy Court in Trenton, New Jersey, on December 7,
1994,  the Chapter 7 filings were  accepted and the assets of both  corporations
were liquidated.

     The continued focus on locating a suitable merger and acquisition candidate
in late 1994  resulted in a change in the Company's  management.  Control of the
Company shifted to Richard D. Surber in December 1994,  pursuant to a Settlement
Agreement  dated  December 16, 1994, by and among the Company,  Ira L. Friedman,
formerly the president,  chief  executive  officer and a director of the Company
("Friedman"),  Richard T. Johnson,  formerly the chief financial  officer,  vice
president  of finance  and a director  of the  Company  ("Johnson"),  The Canton
Industrial  Corporation,  a Nevada  corporation n/k/a  CyberAmerica  Corporation
("Canton"),  and A-Z Professional Consultants,  Inc., a Utah corporation ("A-Z")
(the "Settlement  Agreement").  The Settlement  Agreement also resolved disputes
over  agreements  that  involved  consulting   arrangements  and  organizational
consolidations  among the  Company,  Canton  and A-Z,  many of which  were never
consummated.  Richard D. Surber,  a director and the chief executive  officer of
Canton,  is the president and sole director of A-Z. Mr.  Surber's  control arose
from his appointment as the Company's president and a director, and his indirect
beneficial  ownership  of  voting  securities.  (For more  information  of these
transactions see "Item 12 - Certain Relationships and Related Transactions")

     In consideration for the release by Canton and A-Z of the Company, Friedman
and Johnson from any and all claims,  causes of action, and obligations relating
to the agreements, Friedman and Johnson appointed Richard D. Surber as president
and  director  of the  Company  and agreed to appoint  two other  persons to the
Company's  board that Canton  would  nominate.  The  Settlement  Agreement  also
required  the  Company to issue  1.612  million  shares of its  Common  Stock to
Canton.  Canton  subsequently  assigned  these  shares  to A-Z.  The  Settlement
Agreement  also  called  for  the  resignations  of all  previous  officers  and
directors.  These resignations temporarily left Mr. Surber as the Company's sole
director,  until the appointments of Bobby G. Welch II and Christopher Swaner in
January 1995.

     On March 3, 1995, Bobby Welch resigned as the Company's director.  On March
30,  1995,  Christopher  Swaner  also  resigned  as a  director.  Neither of the
resigning  directors had any disagreements with the Company or its management at
the time of their  respective  resignations.  On March 30, 1995 Mark Knudson was
appointed as a director of the Company.

     Pursuant to a Letter  Agreement  dated July 7, 1995 and its Addendum  dated
July 11,  1995,  certain  terms of the  Settlement  Agreement  were  modified to
include,  among other  terms,  the issuance of certain  shares of the  Company's
Common  Stock to Friedman and Johnson.  Ira Friedman was issued  85,800  shares,
which  include  55,800  shares for  services  rendered  prior to 1995 and 30,000
shares for the services that Material Technology,  Inc., a company controlled by
Ira  Friedman  and Richard  Johnson,  rendered in 1995.  The Company also issued
79,200 shares to Richard Johnson,  including 55,800 shares for services rendered
prior to 1995 and 23,400 shares for services that  Material  Technology,  Inc. a
company over which Richard  Johnson shares  control with Ira Friedman,  provided
during 1995.  In addition,  the Company  issued 20,000 shares of common stock to
Ira  Friedman  and Richard  Johnson,  jointly,  for their March 1995  payment of
$12,537 to the IRS for payroll taxes.

     Immediately  after the 1994  change in  control,  the  Company's  principal
offices  moved from Tinton  Falls,  New  Jersey,  to Salt Lake City,  Utah.  The
services of Canton Financial Services  Corporation,  a Nevada corporation wholly
owned by Canton  ("CFS"),  were  initially  retained  pursuant to the Settlement
Agreement and later  pursuant to a Consulting  Agreement  dated May 16, 1995 but
retroactively  effective on February  18, 1995  ("Consulting  Agreement").  (See
"Item 1 Description of Business" for additional  information on the terms of the
Consulting  Agreement.) Pursuant to the Consulting Agreement,  CFS has continued
to provide a variety of consulting services and administrative tasks in exchange
for a monthly fee based on the hourly  rates of CFS's  employees  and payable in
restricted shares of the Company's Class A Common Stock. Although the Consulting
Agreement's  term was one year, it provided for extension on a monthly basis. On
April 1, 1996 the Company  renewed the  Consulting  Agreement.  CFS provides the
Company with office space as well as internal record keeping, the preparation of
reports  required to be filed with Securities and Exchange  Commission  ("SEC"),
the negotiation of settlement of the Company's  debts, and the search for viable
merger or acquisition candidates.
<PAGE>
     A  Special  Meeting  of  the  Company's  Shareholders  of the  Company  was
scheduled for March 14, 1995;  however,  because of the lack of a quorum, it was
adjourned to and  completed on March 21, 1995 (the  "Meeting").  The Meeting was
called by the board of directors to execute changes it deemed  necessary for the
Company's  survival.  All of the directors and the owners of at least two-thirds
of the shares  voted at the Meeting and  approved the  following  proposals:  to
increase the number of authorized  shares of the Company to two hundred  million
shares of Class A Common Stock and two hundred twenty thousand shares of Class B
Common  Stock,   par  value  $0.10;  to  amend  the  Company's   Certificate  of
Incorporation  to  reduce  the par value per share of Class A and Class B Common
Stock of the Company from $0.10 to $0.001; to amend the Company's Certificate of
Incorporation to permit amendments to the Company's Certificate of Incorporation
to be executed by a majority of  shareholders;  and to change the company's name
to BRIA  Communications  Corp.,  effective  April  9,  1996.  A  Certificate  of
Amendment to the  Certificate of  Incorporation  was filed with the Secretary of
State of New Jersey on April 9, 1996, which sets forth these changes.  See "Item
1 -  Description  of Business"  for an  additional  discussion  on the Company's
corporate status in New Jersey and see "Item 4 - Submission of Matters to a Vote
of Security Holders" for additional information regarding the special meeting of
shareholders.

     One of the more important results of the Meeting was to increase the amount
of  authorized  but unissued  shares of Common  Stock.  When  combined  with the
heightened  attraction of the Class A Common Stock due to its  increased  price,
which stemmed from the Reverse Stock Split,  this increase in authorized  shares
has made it  possible  for the  Company to issue  shares of its Common  Stock to
settle a portion of its debts as well as to trade and  barter for other  assets.
See immediately below for additional information on the Company's acquisition of
other assets and settlement of debts.

     Through  the  efforts of CFS, in Spring 1995 the Company was able to settle
debts with 14 of the Company's  creditors.  The terms  typically  offered by the
Company to its creditors  involved the issuance of  restricted  shares of Common
Stock in the Company equal to 10% of the amount of each debt in exchange for the
creditors'  complete  discharge of such  liabilities.  In addition,  the Company
settled the debts owed to two of its former  officers  and  directors by issuing
restricted  shares of its Common Stock.  During 1995 the Company  issued 377,570
restricted  shares  of the  Class A Common  Stock in  exchange  for the  written
discharge  of  $336,543  in debt.  This debt  settlement  campaign  reduced  the
Company's  accounts payable from $1,030,592 on December 31, 1994, to $757,202 on
December  31,  1995.  Although  the  Company is still  attempting  to settle its
existing liabilities,  no assurances can be given that any additional debts will
be settled for a number of shares of Common Stock acceptable to the Company.

     While the Company began searching for merger or acquisition candidates,  it
became involved in the barter and trade industry.  On March 1, 1995, the Company
appointed  Richard  Lifschutz  ("Lifschutz")  as the  Company's  president and a
director.  Lifschutz is very  experienced in the barter industry and has been an
ITEX broker for many years.  (ITEX is America's  largest barter  exchange.) Soon
after the arrival of Lifschutz,  the Company  began trading its  publicly-traded
Class A Common Stock for other tangible  assets such as media and trade credits,
including the following:
<PAGE>
     - the purchase of $500,000  worth of media  credits on July 31, 1995,  from
     Associated Reciprocal Traders ("ART"), a British Virgin Island corporation,
     in exchange for 500,000  restricted  shares of the Company's Class A Common
     Stock.  The media credits are valued at $125,000 on the  Company's  balance
     sheet for the year ended December 31, 1995.

     - the sale of  200,000  shares  of its  Class A  restricted  Common  Stock,
     effective July 11, 1995, to ITEX Corporation, a New Jersey corporation,  in
     exchange  for  100,000  ITEX  Trade  Dollars  which can be used on the ITEX
     Barter Exchange to acquire a variety of goods and services.  The ITEX trade
     credits are valued at $48,466 on the  Company's  Balance Sheet for the year
     ended December 31, 1995.

     On March 1, 1995, the Company entered into two Consulting  Agreements,  one
with  Karston  Electronics,  Ltd.,  a  corporation  formed under the laws of the
British Virgin Islands ("Karston"),  and the other with East-West Trading Corp.,
a  corporation  formed  under  the laws of the West  Indies  ("East-West").  The
Company retained East-West and Karston to assist the Company in general business
consulting.  As compensation  for these services,  the Company issued to Karston
and  East-West  each  120,000  shares of its Class A Common  Stock  pursuant  to
Regulation  S of the  Securities  Act of 1933.  The Company  also  granted  both
Karston and East-West  options to purchase up to 250,000 shares of the Company's
Common  Stock at an exercise  price of $0.50 per shares to be exercised no later
than August 4, 1996. All of these options have since expired worthless.

     The Company  entered  into a Stock  Exchange  Agreement  (see below for the
subsequent rescission of this Agreement) on December 8, 1995, by and between the
Company and AltaChem  Group,  Inc., a  corporation  formed under the laws of the
Republic of Ireland ("AltaChem") and the shareholders of AltaChem. AltaChem is a
chemical company that manufactures, distributes, and sells chemicals used in the
building  industry,  including a  polyurethane  foam product used as insulation,
sealants and caulking  materials.  The Stock Exchange Agreement provided for the
Company's  acquisition  of 100% of the issued and  outstanding  capital stock of
AltaChem in  exchange  for  21,623,996  shares of the  Company's  Class A Common
Stock,  which equaled 75% of the issued and outstanding shares of Class A Common
Stock on September 1, 1995, the date of stock issuance.

     On August 3, 1995 and in contemplation of the Stock Exchange Agreement with
AltaChem,  the Company appointed Aster De Schrijver as the Company's chairman of
the board of directors,  James Tilton as the Company's chief  executive  officer
and director, and Jane Zheng as the Company's  secretary-treasurer and director.
Prior to the December 8, 1995 Stock  Exchange  Agreement,  ADS Group,  Ltd.,  an
entity  controlled  by Mr. De  Schrijver,  owned  100% of the  capital  stock of
AltaChem.  As  consideration  for its transfer of the capital  stock of AltaChem
stock, ADS Group received  18,740,796  shares of the Company's Common Stock. Mr.
Tilton  received  2,883,200  shares of  Common  Stock as  consideration  for his
services rendered in negotiating the Stock Exchange  Agreement.  After the Stock
Exchange Agreement was consummated, Mr. De Schrijver and Mr. Tilton collectively
owned 75% of the Company's issued and outstanding Common Stock. Ms. Zheng is the
wife of Mr. Tilton. Upon the Company's respective  appointments of De Schrijver,
Tilton and Zheng,  Richard  Surber and Mark  Knudson  resigned as the  Company's
director.

     On May 8,  1996,  the  parties to the  AltaChem  Stock  Exchange  Agreement
mutually agreed to rescind the Agreement ab initio,  or from the beginning.  For
more information on this rescission, see "Item 1-Description of Business."

     Since the Stock Exchange  Agreement was rescinded from the beginning,  none
of the revenue earned by AltaChem  during the 1995 fiscal year has been included
in the Company's income statement which is included herein.  Moreover,  pursuant
to the Rescission  Agreement,  each of the Parties  released each other from any
and all claims  stemming  from the  acquisition  of  AltaChem.  Accordingly  the
Company has no claims against  AltaChem and believes it is not subject to any of
the claims of AltaChem.

     Between  September  1995  and  February  1996,  the  Company  entered  into
transactions  for the  purchase  of  investment  securities  with OMAP  Holdings
Incorporated,   a  Nevada  corporation  ("OMAP"),   Tianrong  Building  Material
Holdings,  Ltd., a Utah corporation ("TBMH"), and Eurotronics Holdings,  Inc., a
Utah  corporation  ("Eurotronics").  At the  time of these  transactions,  James
Tilton,  Aster De Schrijver  and Jane Zheng were  officers and  directors of the
Company.  Tilton,  De  Schrijver,  and Zheng were also officers and directors of
OMAP, TBMH, and Eurotronics.  Accordingly,  these Agreements were not negotiated
at arm's  length,  although  the  Company  believes  that they were  valued  and
executed pursuant to acceptable business practices.
<PAGE>
     On September 28, 1995,  Tianrong Building Material Holding,  Ltd. purchased
40,000  shares of the  Company's  Class A Common  Stock at $0.25 per share or an
aggregate amount of $10,000.

     On December 20, 1995, the Company  entered Stock Exchange  Agreements  with
OMAP, TBMH, and Eurotronics. The purpose of each Stock Exchange Agreement was to
transfer,  in a tax-free exchange,  $300,000 worth of the Company's Common Stock
to OMAP,  TBMH and Eurotronics in exchange for $300,000 worth of common stock in
each of the three companies.  All stock transferred pursuant to these Agreements
was  restricted  pursuant  to Rule 144 under  the  Securities  Act of 1933.  The
Company  issued 370,370  shares of Common Stock,  valued at $0.81 per share,  to
OMAP in exchange for 70,588  shares  OMAP's  common  stock,  valued at $4.25 per
share.  The Company issued  370,370 shares of Common Stock,  valued at $0.81 per
share, to TBMH in exchange for 319,149 shares of TBMH's common stock,  valued at
$0.94 per share.  Finally,  the Company  issued  370,370 shares of Common Stock,
valued at $0.81 per share,  to  Eurotronics  in exchange  for 566,038  shares of
Eurotronics' common stock, valued at $0.53 per share.

     While the stock acquired  pursuant to the three Stock  Exchange  Agreements
was valued at $300,000  for  purposes of these  transactions,  the resale of all
shares that were  acquired and issued by the Company was  restricted.  Moreover,
neither the Company,  BRIA,  TBMH, nor  Eurotronics  have  securities  which are
heavily  traded on any stock  market.  Accordingly,  for purposes of its audited
financial  statements  the  Company has booked the OMAP  common  stock  acquired
through the Exchange  Agreement at $114,815,  the TBMH common stock at $114,815,
and the Eurotronics common stock at $114,815.

     On December 21, 1995, the Company sold an additional  290,323 shares of its
Common Stock, valued at $0.25 per share for purposes of the transaction, to OMAP
for $90,000. On January 15, 1996, the Company purchased 2,858 shares of OMAP for
$10,000,  or $3.50 per share.  On January 30,  1996,  the Company  purchased  an
additional  6,154 shares of OMAP for $20,000,  or $3.25 per share.  Finally,  on
February 9, 1996,  the Company  purchased  8,572 shares of OMAP for $30,000,  or
$3.50 per share.

     After  the  rescission  of the  AltaChem  acquisition,  the  Company's  new
management  has  focused  the  Company's  business  on  acquiring  and  managing
operating subsidiaries.

     On May 31, 1996, Aster De Schrijver  resigned as the Company's  chairman of
the board of  directors  and Jane Zheng  resigned  as the  Company's  secretary,
treasurer and director. On June 24, 1996, James Tilton resigned as the Company's
chief  executive  officer and  director.  These  three  officers  and  directors
resigned because the December 8, 1995 Stock Exchange Agreement pursuant to which
they acquired a controlling interest in the Company had been rescinded,  leaving
the three  individuals  with no ownership  interest in the  Company.  Neither De
Schrijver,  Ms. Zheng, nor Mr. Tilton had any disagreements  with the Company at
the time of their respective resignations.

     The May 8, 1996 Rescission Agreement resulted in a change of control in the
Company's  Common  Stock.  On June 27, 1996,  Wendell Hall was  appointed as the
Company's vice president and director.  Also on June 27, 1996,  Isaac  Lifschutz
was  appointed  as  the  Company's  secretary,  treasurer  and  director.  Isaac
Lifschutz is the son of Richard Lifschutz, the Company's president and director.

     Kingslawn Offset,  Inc., a New York corporation  engaged in the printing of
full color catalogs,  sales sheets,  and other publications  ("Kingslawn"),  was
acquired by the Company on September  10, 1996.  (See "Item 1 -  Description  of
Business" for more  information on this  acquisition.)  The Company now actively
seeks to develop  Kingslawn and its printing  operations in its attempt to reach
profitability.
<PAGE>
     The  Company  also  acquired  90.1%  of   CyberFootball,   Inc.,  a  Nevada
corporation  engaged in the  development of an Internet  virtual mall focused on
the sport of football  ("CFI"),  from  CyberMalls,  Inc.,  a Nevada  corporation
wholly owned by CFS  ("CyberMalls"),  on August 31, 1996.  The Internet  virtual
mall owned by CFI is currently being developed by CyberMalls.  CFI has granted a
$11.5 million  promissory note to CyberMalls secured only by the Company's stock
in  CFI.  CFI  has  also  agreed  to  pay  CyberMalls  various  other  forms  of
compensation, but only upon the generation of revenues and profits. (See "Item 1
- Description of Business,  Business Development " for additional  discussion on
the Agreements between CFI and CyberMalls.)

Results of Operations

     Revenues  for 1995 were $128  compared to $535,737  for 1994, a decrease of
$535,609.  Costs of sales were zero for 1995 compared to $559,828 for 1994.  The
sharp decline in both  categories is due to the fact that the Company ceased all
active  operations  on or about  June 1994 and has  devoted  all its  efforts to
locating suitable  merger/acquisition  partners since then. In 1994, the Company
generated  $327,734 in sales from  Refractory  Metals  Division,  $163,371  from
Intermet Resources Inc., and $44,632 from miscellaneous sales.

     Selling, general and administrative expenses for 1995 decreased to $927,761
from  $1,043,582  for 1994. The reduction  was,  again,  due to the cessation of
active  operations  in  1994.  In 1995,  a  majority  of  selling,  general  and
administrative  expenses is  attributable  to the search for  merger/acquisition
opportunities and the maintenance of the Company's status as a public company.

     Interest expenses decreased to $4,155 in 1995 from $31,440 in 1994. $31,440
represents the accrued interest on the loan from Midlantic  National Bank (MNB),
payroll taxes owed to Internal Revenue Service, and notes payables to two former
officers and directors.  In August 1994, the Company repaid the debt owed to MNB
in full. In 1995, the Company accrued interest expenses on the notes payables to
former officers and directors in the amount of $4,155.

     Loss before extraordinary items was $931,788 in 1995 compared to $1,099,113
in 1994.

     In 1995, the Company  incurred  business  acquisition  costs related to the
merger with AltaChem in the amount of $137,215.  Since the merger  agreement was
rescinded in 1996, the expenses have been classified as an extraordinary item on
the Statements of Operations. For additional information on the rescinded merger
with Altachem, see "Item 1 - Description of Business."

     The Company  sustained a loss of $97,503 from disposition of assets in 1994
compared to zero for 1995.  During 1994, the Company wound up its businesses and
many assets were liquidated at prices significantly below the original costs.

     During the fiscal year 1995, the Company realized gain from debt settlement
with various  creditors in the amount of $227,809.  The Company  issued  377,570
restricted  shares of its Common Stock in exchange for the written  discharge of
$336,543 in debt. In 1994 the Company's  wholly owned  subsidiaries  had debt in
amount of $61,182 which was discharged in Chapter 7 bankruptcy filings.

     The Company  incurred a net loss of $841,194  for 1995 as compared to a net
loss  of  $1,135,434  for  1994.  The  substantial   loss  in  1994  was  mainly
attributable to the Company's liquidation of operations.  The net loss for 1995,
on the other  hand,  was  primarily  due to the fact that the  Company  incurred
significant expenses in locating suitable merger/acquisition candidates.
<PAGE>
Capital Resources and Liquidity

     During  1994 and  1995,  the  Company  settled a  portion  of its  existing
liabilities  and  issued  stock  as a  means  to pay  its  creditors  as well as
consultants and other professionals for various services rendered.

     The deficiency in working capital of the Company  decreased from $1,243,431
in 1994 to $873,536 in 1995.  During 1995, the Company  settled a portion of its
existing  liabilities  by issuing  restricted  shares of its Common Stock.  As a
result,  accounts  payable  decreased  from  $1,030,592  on December 31, 1994 to
$757,202 on December 31, 1995.

     Net stockholders'  deficit in the Company was $355,625 for 1995 as compared
to  $1,201,718 in 1994.  The  improvement  is due to the  Company's  issuance of
common stock to settle  existing debts and compensate  various  consultants  for
consulting services rendered.

     On June 25, 1996,  1,000,000  shares of the Company's  Class A Common Stock
was issued to  Wilfried  Martens for past  consulting  services  and  additional
consulting services to be performed in the future.


ITEM 7.  FINANCIAL STATEMENTS

                                    CONTENTS

Report of Andersen, Andersen & Strong..........................................2

Balance Sheet................................................................. 3

Statement of Operations........................................................4

Statements of Stockholder's Equity (Deficit)...................................5

Statements of Cash Flows.......................................................6

Notes to Financial Statements..................................................7
<PAGE>

ANDERSEN, ANDERSEN & STRONG, L.C.
Certified Public Accountants & Business Consultants
941 East 3300 South, Suite 202
Salt Lake City, Utah 84106





               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors and Stockholders of
 BRIA Communications Corporation (Formerly
 Metallurgical Industries, Inc. and Subsidiaries)

We have audited the balance sheet of BRIA Communications  Corporation  (formerly
Metallurgical Industries, Inc. and subsidiaries) as of December 31, 1995 and the
related statements of operations,  stockholders' equity (deficit),and cash flows
for the years ended December 31, 1995 and 1994.  These financial  statements are
the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects, the financial position of BRIA Communications  Corporation as
of December  31, 1995 and the results of its  operations  and its cash flows for
the years  ended  December  31,  1995 and 1994,  in  conformity  with  generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital deficiency. Those conditions raise substantial doubt about
the Company's ability to continue as a going concern.  The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

/S/Anderson, Anderson & Strong
------------------------------
Salt Lake City, Utah
September 27, 1996
                                      F-2
<TABLE>
<CAPTION>
                         BRIA COMMUNICATIONS CORPORATION
           (Formerly Metallurgical Industries, Inc. and Subsidiaries)
                                 BALANCE SHEETS
                           DECEMBER 31, 1995 AND 1994

                                     ASSETS

CURRENT ASSETS:
<S>                                                                     <C>     
  Cash ......................................................           $ 82,398
  Accounts receivable .......................................                239

    Total Current Assets ....................................             82,637

OTHER ASSETS:
  Investments - securities (Note 2) .........................            344,445
  Media and other credits ...................................            173,466

     Total Other Assets .....................................            517,911

                                                                        $600,548


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  <S>                                                        <C>
  Notes payable - officers and directors (Note 3) ........   $   63,465
  Accounts payable .......................................      757,202
  Other current liabilities ..............................      135,506

    Total Current Liabilities ............................      956,173

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock:
   Class A, $.001 par value; shares authorized,
     200,000,000; shares issued and outstanding, 6,798,186        6,798
   Class B $.001 par value; shares authorized, 220,000;
     shares issued and outstanding, 213,440 (convertible
     into Class A shares) ................................          213
  Capital in excess of par value .........................    7,054,544
  Accumulated deficit ..................................(    7,417,180)

    Total stockholders' Equity (Deficit) ...............(      355,625)

                                                             $  600,548
</TABLE>
          See accompanying notes to consolidated financial statements.
                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                         BRIA COMMUNICATIONS CORPORATION

           (Formerly Metallurgical Industries, Inc. and Subsidiaries)
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 1995 AND 1994

                                               1995            1994

<S>                                      <C>            <C>        
REVENUE ..............................   $       128    $   535,737
                                        ------------   ------------
COST AND EXPENSES:
  Cost of sales ......................          --          559,828
  Selling, general and administrative        927,761      1,043,582
  Interest ...........................         4,155         31,440
                                        ------------   ------------
                                             931,916      1,634,850
                                        ------------   ------------
LOSS BEFORE EXTRAORDINARY ITEMS ......(      931,788)  (  1,099,113)

EXTRAORDINARY ITEMS:
  Business acquisition costs (Note 12)(      137,215)             --
  Loss on disposition of assets ......          --     (     97,503)
  Gain from debt settlement (Note 4) .       227,809         61,182
                                        ------------   -------------
                                              90,594   (     36,321)
                                        ------------   -------------
NET LOSS .............................   $  (841,194)   $(1,135,434)
                                        ============   =============
NET LOSS PER COMMON SHARE:
  (Loss) before extroardinary items ..   $     (0.21)         (3.98)
  Extraordinary items ................          0.02          (0.14)
                                        ------------        --------
  Net (loss) per common share ........   $     (0.19)         (4.12)
                                        =============       ========
  Weighted average number of common
   shares outstanding ................      4,550,229        276,140
                                        =============       =========
</TABLE>
          See accompanying notes to consolidated financial statements.
                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                         BRIA COMMUNICATIONS CORPORATION

           (Formerly Metallurgical Industires, Inc. and Subsidiaries)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (Deficit)
                     YEARS ENDED DECEMBER 31, 1995 AND 1994
                                                                                                           Capital
                                                   Class A        Class A        Class B        Class B   In Excess      Accumulated
                                                    Shares         Amount        Shares          Amount     Of Par          Deficit

<S>                                             <C>            <C>                <C>      <C>                <C>      <C>
BALANCE, December 31, 1993 ...................     3,622,654   $   362,265        98,440   $     9,844   $ 4,318,250   $(5,440,552)

  Exercise of stock options for services .....     4,487,800       448,780          --            --         216,194          --

  Additional shares issued for services ......       189,346        18,935          --            --            --            --

  Net loss for the year ......................          --            --            --            --            --      (1,135,434)

BALANCE, December 31, 1994 ...................     8,299,800       829,980        98,440         9,844     4,534,444    (6,575,986)

  Reverse stock split - 1 for 40 .............  (  8,092,301) (    809,230)         --            --         809,230          --

  Reduction in par value from $.10 to $.001 ..          --    (     20,542)         --     (     9,746)       30,288          --

  Shares issued for cash .....................       350,323           350          --            --         104,650          --

  Additional shares issued for debt settlement       425,070           425          --            --         126,621          --

  Additional shares issued for services ......     3,984,184         3,984          --            --         931,812          --

  Additional shares issued for investments ...     1,111,110         1,111          --            --         343,334          --

  Additional shares issued for other assets ..       700,000           700          --            --         174,300          --

  Shares issued - no consideration ...........        20,000            20       115,000           115      (    135)         --

  Net loss for the year ......................          --            --            --            --            --     (   841,194)
                                                  ----------     --------       -------        -------        ------    -----------
BALANCE, December 31, 1995 ...................     6,798,186   $     6,798       213,440   $       213   $ 7,054,544    (7,417,180)
                                                  ==========     ========       =======        ========       ======    ===========
</TABLE>
          See accompanying notes to consolidated financial statements.
                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                         BRIA COMMUNICATIONS CORPORATION

           (Formerly Metallurgical Industries, Inc. and Subsidiaries)
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1995 AND 1994

                                                                         1995                1994

<S>                                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss ...................................................      $  (841,194)      $(1,135,434)

Adjustments to reconcile net loss to net cash
  provided by operting activities:
  Depreciation and amortization ..............................             --              16,595
  Common stock issued for services ...........................          935,796           683,909
  Loss on disposal of property ...............................             --              97,503
  Gain from Debt settlement ..................................       (  227,809)       (   61,182)
  (Increase) decrease in accounts receivable .................       (      239)          291,221
  (Increase) decrease in inventories .........................             --             482,089
  (Increase) decrease in other assets ........................           43,247             6,664
  Increase (decrease) in accounts payable ....................           68,928        (  154,899)
  Increase (decrease) in accrued liabilities .................       (    1,497)       (   55,161)

  Total adjustments ..........................................          818,426         1,306,739

Net cash provided (used) by operating activities .............       (   22,768)          171,305

CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash proceeds from the sale of property ....................             --             232,957

  Net cash provided by investing activities ..................             --             232,957

CASH FLOWS FROM FINANCING ACTIVITIES:
  Sales of common stock for cash .............................          105,000              --
  Principal payments on capital leases .......................             --                   (            26,447)
  Principal payments on long-term debt .......................             --                   (           297,130)
  Repayment of loans to officers and directors ...............             --                   (            86,525)

  Net cash provided (used) by financing activities ...........          105,000                 (           410,102)

NET INCREASE (DECREASE) IN CASH ..............................           82,232                 (             5,840)
Cash, beginning ..............................................              166             6,006

Cash, ending .................................................      $    82,398       $       166

SUPPLEMENTAL DISCLOSURES:
  Interest expense ...........................................      $     4,155       $    31,441

  Non cash financing activities:
   Issuance of common stock for services .....................      $   935,796       $   683,909

   Issuance of common stock for debt .........................      $   127,046              --

   Issuance of common stock for investments ..................      $   344,445              --

   Issuance of common stock for other assets .................      $   175,000              --
</TABLE>
          See accompanying notes to consoldiated financial statements.
                                      F-6
<PAGE>
                         BRIA COMMUNICATIONS CORPORATION
           (Formerly Metallurgical Industries, Inc. and Subsidiaries)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The  financial  statements  for the year ended  December  31,  1994  include the
accounts of Bria Communications  Corporation (formerly Metallurgical Industries,
Inc.) and its wholly-owned  subsidiaries,  Intermet Resources, Inc. and Advanced
Welding & Coating Services,  Inc. (collectively,  the Company).  Investment in a
joint venture,  owned 50% by the Company, was accounted for by the equity method
and is included in the  accompanying  statement of operations for the year ended
December  31,  1994.  All  significant   intercompany   transactions  have  been
eliminated.  Since the Company's wholly-owned subsidiaries were dissolved during
1994 through chapter 7 bankruptcies, no accounts of subsidiaries are included in
the 1995 financial statements.

Nature of Business

The  Company is located in the United  States and  previously  marketed  various
powdered  metals  which it either  processed  or sold  without  processing.  The
Company ceased all active  operations on June 30, 1994. Since then the Company's
activity has been largely  restricted to maintaining its corporate legal status,
negotiating creditor settlements and searching for mergers or acquisitions.

Taxes on Income

Effective January 1, 1993 the Company adopted Statement of Financial  Accounting
Standards No. 109,  Accounting for Income taxes.  The  cumulative  effect of the
change in accounting principle is immaterial.

Net Income Per Share

Net income per share is based on the average number of shares outstanding during
each year retroactively adjusted to give effect to all stock splits.

Basis of Financial Statement Presentation

The Company's financial statements have been presented on the basis that it is a
going concern,  which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company incurred losses before
extraordinary items of $931,788 in 1995, and $1,099,113 in 1994. At December 31,
1995, the Company's current liabilities exceeded its current assets by $873,536,
and the  stockholders  equity  reflects a deficit  of  $355,625.  The  Company's
continued existence is dependent on its ability to generate sufficient cash flow
to cover  operating  expenses,  settle  its  obligations  and  develop an active
business.
                                      F-7
<PAGE>
                         BRIA COMMUNICATIONS CORPORATION
           (Formerly Metallurgical Industries, Inc. and Subsidiaries)
                    NOTES TO FINANCIAL STATEMENTS (Continued)



NOTE 2 - INVESTMENT SECURITIES

      Company                  Shares             Amount

     Tianrong Building        319,149            $114,815
     OMAP                      70,588             114,815
     Eurotronics              566,038             114,815
                                                  --------
                                                  $344,445
                                                  ========

Investments in equity securities that have readily  determinable fair values are
stated at their market value in accordance with Financial  Accounting  Standards
("FAS") No. 115. None of the above securities meets the specified requirement of
FAS No.  115.  Valuation  of  other  equity  security  investments  is  based on
acquisition  costs.   Markdowns  are  made  to  reflect  significant   permanent
impairment in values.

NOTE 3 - NOTES PAYABLE - OFFICERS AND DIRECTORS

Notes payable to officers and directors consists of the following:

                                              December 31,
                                                  1995

    Note payable, with interest at 8%          $44,640
    Note payable, with interest at 8.5%         18,825
                                              --------
                                               $63,465
                                              ========

At December 31, 1995 the above notes payable to officers and  directors  were in
default.

NOTE 4 - GAIN FROM DEBT SETTLEMENT

During 1995, the Company  settled debts largely  through the issuance of Class A
common stock resulting in a gain of $227,809.

The Company's wholly-owned  subsidiaries had debt in the amount of $61,182 which
was  discharged  in 1994 through  Chapter 7 bankruptcy  filings.  This amount is
reflected in the  statements  of  operations  as a gain from  settlement of debt
during the year ended December 31, 1994.

                                   F-8
<PAGE>
<TABLE>
<CAPTION>
                         BRIA COMMUNICATIONS CORPORATION
           (Formerly Metallurgical Industries, Inc. and Subsidiaries)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 5 - STOCK OPTIONS AND WARRANTS

No options  relating to the  Company's  1989 stock  option  plan were  exercised
during 1994, and the outstanding options expired on March 22, 1994.

On September 8, 1993, the Company  adopted its 1993 stock option plan.  Pursuant
to the plan, the Board of Directors of the Company can issue options to purchase
up to 2,587,800  shares of the Class A common  stock over a 10 year period.  All
options under the plan are  non-qualified  stock options.  The exercise price of
options granted was based on the average of the closing bid/asked prices for the
common stock over the 20 day trading  period  immediately  prior to the grant or
upon the bid price on the date of the grant.

On February 11, 1994, the Company  adopted its 1994 stock option plan.  Pursuant
to the plan, the Board of Directors of the Company can issue options to purchase
up to 3,300,000  shares of the Class A common  stock over a 10 year period.  All
options under the plan are  non-qualified  stock options.  The exercise price of
options granted was based on the average of the closing bid/asked prices for the
common stock over the 20 day trading  period  immediately  prior to the grant or
upon the bid price on the date of the grant.

During 1995, the Company granted Karston Electronics, Ltd. and East-West Trading
Corp.  both options to purchase  250,000 of its Class A common stock at $.50 per
share. The options expire in August, 1996.

During 1995, the Company granted its president,  Richard  Lifschutz,  options to
purchase  5,000  shares  per  month of its  Class A common  stock at $.50 for 12
months ending in February,  1996 (60,000  shares).  The options expire in March,
1996.

Activity under the Company's plans was as follows:

                                           Number of      Option
                                             Shares  Price per share

<S>                                      <C>           <C>
Outstanding at December 31, 1993 .....    1,226,900    $.10  - $8.50
   Granted ...........................    3,300,000     .10  -   .25
   Exercised .........................   (4,487,800)    .10  -   .25
   Cancelled .........................   (   39,100)
                                          ----------
Outstanding at December 31, 1994 .....         --
   Granted ...........................      560,000     $        .50
   Exercised (see Note 12) ...........         --
                                          ----------

Outstanding at December 31, 1995 .....      560,000

                                          ==========
</TABLE>
                                      F-9
<PAGE>
                         BRIA COMMUNICATIONS CORPORATION
           (Formerly Metallurgical Industries, Inc. and Subsidiaries)
                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 6 - COMMON STOCK

During 1995,  the Board of Directors  approved a 1 for 40 reverse stock split of
the Class A common stock, and an increase in the authorized  number of shares of
Class A common  stock from  10,000,000  to  200,000,000  shares.  A 1995 Special
Meeting of Shareholders approved a reduction in the par value per share of Class
A and Class B common stock from $.10 to $.001.

The details of the Company's Common Stock at December 31, 1995 are as follows:

                                               Number of Shares

 Class A, $.001 par value:
  Authorized                                     200,000,000
  Issued and outstanding                           6,798,186

 Class B, $.001 par value:
  Authorized                                         220,000
  Issued and outstanding                             213,440

Class B shares are  convertible  into Class A shares on a one-for-one  basis and
each class has the same rights and privileges with the exception of voting.

Pursuant to a 1966 stock  purchase  contract,  the  Company  agreed not to issue
additional  shares of Class A or B stock as long as a certain major  stockholder
owns a minimum of 57,000 shares of Class A Common Stock.  This  restriction does
not include the issuance of Class A Common Stock for (l)  property,  (2) options
and warrants, (3) conversion of Class B shares. However in the event of a public
or private  offering,  the major Class A stockholder is entitled to purchase its
pro-rata share of such placement at the offering price.

NOTE 7 - INCOME TAXES

At December 31, 1995,  the Company had a net operating  loss (NOL)  carryforward
totaling  approximately  $2,900,000  that may be offset  against  future taxable
income in varying amounts through 2010. In addition, the Company has certain tax
credit  carryforwards of approximately  $131,000 which expire in varying amounts
between 2000 and 2005. The Company has approximately  $7,000,000 of capital loss
carryover that expires in 1999. Loss carryovers of approximately  $6,500,000 and
tax credits of  Approximately  $122,000 were lost during 1994 when the Company's
subsidiaries  were  dissolved  pursuant to Chapter 7 bankruptcy.  No benefit has
been reported in the financial statements, however, because the Company believes
there is at least a 50% chance that the carryforwards will expire unused.
                                      F-10
<PAGE>
                         BRIA COMMUNICATIONS CORPORATION
           (Formerly Metallurgical Industries, Inc. and Subsidiaries)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 7 - INCOME TAXES (Continued)

Accordingly,  the tax  benefit  of the loss  carryforward  has been  offset by a
valuation  allowance of the same amount. The expected tax benefit resulting from
applying  federal  statutory  tax rates to the pretax loss  differs from amounts
reported  in the  financial  statements  because of the  increase  in  valuation
allowance.  Certain  provisions of the tax law may limit the net operating loss,
capital  loss and  credit  carryovers  in the event of a  significant  change in
ownership of the Company.

NOTE  8 - PROFIT SHARING PLANS

The Company's  profit-sharing  plan and 401K plan were terminated and the assets
were  distributed  in 1995 and 1994 to the entitled  beneficiaries.  The Company
made no employer contributions to the plans in 1995 or 1994.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

The  Company  leased  manufacturing,  storage  and  office  facilities  under an
operating lease. The lease agreement stated that tenancy was from month to month
after December 31, 1993,  terminable by either party on 30 days prior notice but
no later than March 31,  1994.  The  Company  was  evicted on or about March 31,
1994.  The Company  believes  that  additional  charges  after that date are not
justified according to the terms of the lease agreement. The landlord has billed
the Company for a variety of charges since that date resulting in a disagreement
over the amount owed by the Company.  As of December  31, 1994,  the Company has
recorded an  obligation  of $354,711  as  compared  to the  landlord's  claim of
$945,344,  resulting  in an amount in dispute of  approximately  $590,633.  This
disputed  amount does not appear as an  obligation  on the  Company's  financial
statements.  No law suits have been filed to date regarding the disputed amount,
however,  the landlord received a judgment in its favor in 1993 in the amount of
$351,005  representing  the  Company's  obligation  at September  24, 1993.  The
Company believes that the possibility of an unfavorable  outcome  regarding this
disputed amount is reasonably possible but not probable.

Additionally,  the Company is obligated  under its lease  agreement to reimburse
the landlord for all costs of environmental  clean-up.  The Company executed two
security  agreements  with the  landlord as the  secured  party for the costs of
clean-up. The first $100,000 is subordinate only to the security interest of the
bank debt,  if any,  taxes owed to Internal  Revenue  Service,  and State of New
Jersey taxes.  Any liability in excess of $100,000 is secured but subordinate to
the  security  interest  of the  same  entities  plus  that of Ira and  Lawrence
Friedman.  The Company had  insurance  policies  which it believes  should cover
approximately  $100,000 of the clean-up costs.  The Company cannot  determine at
this time what impact, if any, this matter will ultimately have on its financial
position.
                                      F-11
<PAGE>
                         BRIA COMMUNICATIONS CORPORATION
           (Formerly Metallurgical Industries, Inc. and Subsidiaries)
                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 9 - COMMITMENTS AND CONTINGENCIES (Continued)

On May 16, 1995, the Company entered into a one year  Consulting  Agreement with
Canton  Financial  Services  Corporation  (CFSC),  a wholly-owned  subsidiary of
CyberAmerica  Corporation.  The Company agreed to pay CFSC a monthly  consulting
fee which is the greater of $20,000 or the actual fee for  services  provided by
CFSC's  professional  staff. The Company has the option of either paying in cash
or in shares of the Company's Class A common stock. The agreement was renewed on
April 1, 1996. The new agreement is for one year with  automatic  month-to-month
renewals thereafter until terminated upon 30 day notice by either party.

Richard Lifschutz, the Company's president and director, is compensated pursuant
to an agreement  dated February 28, 1995. From February 1995 until June 1996 the
agreement  provided for Mr.  Lifschutz to receive  5,000 shares of the Company's
Class A common  stock per month for  services  rendered  as well as  options  to
purchase 5,000 additional shares per month at an option price of $.50 per share.
Options  expire in June,  1996.  On July 5, 1996,  the  agreement was amended to
provide for the monthly issuance of 10,000 shares per month.

NOTE 10 - BUSINESS SEGMENT DATA

In 1994, the Company's  operations were conducted through two business segments:
specialty metals processing and advanced welding  technology  activities.  These
segments and the primary operations of each are described below.

Information  concerning  this data is as follows:  Loss from operations is total
revenue less operating expenses and state income taxes.  Identifiable assets are
those assets used in the Company's operation for each segment.

                                          December 31,
                                        1995          1994
REVENUE:

  Specialty metals
   processing                        $    -       $   535,681
  Advanced welding
   activities                             -             -
                                     ---------     ---------

                                     $    -       $   535,681
                                     ===========  =============

                                      F-12
<PAGE>
<TABLE>
<CAPTION>
                         BRIA COMMUNICATIONS CORPORATION
           (Formerly Metallurgical Industries, Inc. and Subsidiaries)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                   NOTE 10 - BUSINESS SEGMENT DATA (Continued)

                                         1995          1994

LOSS FROM OPERATIONS:

OPERATING LOSSES:

<S>                               <C>              <C>
 Specialty metals
   processing ..............      $      --        $(1,062,413)
 Advanced welding
   activities ..............             --         (    5,316)
 Interest expense ..........             --         (   31,440)
  Other income .............                                56
                                   ------------   ------------
LOSS FROM OPERATIONS .......      $      --        $(1,099,113)
                                    ===========     ===========
IDENTIFIABLE ASSETS:

  Specialty metals
   processing ..............      $      --        $    41,879
  Advances welding
   activities ..............             --               --
                                 -----------       -----------

                                  $      --         $    41,879
                                 ===========       ===========


CAPITAL SPENDING:
                                                          December 31,
                                                       1995            1994
                                                         ------------------
<S>                                                    <C>               <C>
   Specialty metals
    processing ............................            $ --              $  --
   Advanced welding
    activities ............................              --                 --
                                                       ------            -------

                                                       $$$$$$            $$$$$$$
                                                       ======            =======


DEPRECIATION:

   Specialty metals
    processing ............................            $ --              $12,665
   Advanced welding
    Activities ............................              --                3,930
                                                       ------            -------

                                                       $ --              $16,595
                                                       ======            =======
</TABLE>
For the year ended  December 31, 1994,  there were no  individual  customers who
accounted for sales of 10% or greater.
                                      F-13
<PAGE>
                         BRIA COMMUNICATIONS CORPORATION
           (Formerly Metallurgical Industries, Inc. and Subsidiaries)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 11 - RELATED PARTY TRANSACTIONS

In December of 1994, the Company moved its offices from Tinton Falls, New Jersey
to the  offices of Canton  Financial  Services  Corporation  (CFSC) in Salt Lake
City, Utah. CFSC is a wholly-owned subsidiary of CyberAmerica Corporation. Since
that time the Company has been party to successive  agreements with CFSC whereby
CFSC provides management and consulting services. Until August, 1995, Richard D.
Surber was an officer or director of the Company. Mr. Surber is a shareholder of
the Company  and also Chief  Executive  Officer  and a director of  CyberAmerica
Corporation. He is also president and a director of CFSC. See Note 9.

Richard  Lifschutz,  the  Company's  president is also a media and barter broker
with "ITEX" barter network.  During 1995, the Company  acquired media and barter
credits in exchange for shares of its Class A common stock. Mr. Lifschutz,  as a
broker,  negotiated the  transactions.  Mr. Lifschutz has a management  contract
with the Company. See Note 9.

NOTE 12 - SUBSEQUENT EVENTS

On May 8, 1996,  a Stock  Exchange  Agreement  between the Company and  AltaChem
Group was rescinded by all parties  retroactive  to its inception on December 8,
1995.  Pursuant  to  the  rescission  agreement,  all  shares  of  common  stock
previously  exchanged  are to be  returned.  On September  27, 1996,  18,749,796
shares of the Company's Class A common stock had not been returned.  The Company
has notified its stock transfer agent that these shares are not  outstanding and
are to be  cancelled  upon  receipt  of  the  certificate.  Accordingly,  a stop
transfer order has been placed on the shares by the agent.  These shares are not
included in the total of outstanding shares in the financial statements.  Direct
costs associated with this business acquisition effort in the amount of $137,215
appear in the statements of operations as an extraordinary item.

The Company's  consulting  agreement with Canton Financial Services  Corporation
was renewed on April 1, 1996.  The new agreement is for one year with  automatic
month-to-month renewals thereafter until terminated upon 30 day notice by either
party. See Notes 9 and 11.

The Company's agreement with its president was amended on July 5, 1996. See Note
9.

None of the options  outstanding on December 31, 1995 was exercised prior to the
expiration dates in March and August of 1996. See Note 5.
                                      F-14
<PAGE>
ITEM 8. CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
        FINANCIAL DISCLOSURE

     On January 11,  1995,  the Company  relieved  its  independent  accountant,
Broza,  Block & Rubino  ("Broza")  of its duties.  Broza had been the  Company's
independent  accountant  for over ten  years.  The  Company  filed a Form 8-K on
January  16,  1995,  and a Form 8-K/A on  February  6, 1995 and also on March 8,
1995. The February 6, 1995 Form 8-K/A was filed to respond to Rule 304(a)(1)(iv)
of Regulation  S-B which was not done in the January 16, 1995 report.  The March
8, 1995 Form 8-K/A was filed because the Company had then just received  Broza's
response to the original Form 8-K.

     Neither of Broza's  reports on the financial  statements  for the two years
prior to Broza's  discharge  contained  an  adverse  opinion  or  disclaimer  of
opinion,  or  was  modified  as  to  uncertainty,   audit  scope  or  accounting
principles.  However,  the financial  statements  included in the Company's 1993
10-KSB  report,  prepared by Broza,  included a single  sentence  expressing its
doubt as to the Company's ability to continue as a going concern.

     The  decision  to  change  accountants  was  recommended  by the  board  of
directors  and stemmed from a change in the Company's  headquarters,  which were
moved  from  Shrewsbury,  New  Jersey  to Salt  Lake  City,  Utah.  The board of
directors  believed  that the vast  distance  between the Company and Broza made
continuation of the relationship logistically and financially impractical. There
were no disagreements  between Broza and the Company on any matter of accounting
principles, financial statement disclosure or auditing scope or procedure during
the two most recent fiscal years and subsequent period.

     In January 1995, the Company reached an agreement to have Michael L. Roper,
CPA,  become its  independent  auditor for the fiscal year ending  December  31,
1994.  Included in the proxy  material  relating  to the March 14, 1995  Special
Meeting was a proposal  asking for  shareholder  ratification of this selection.
However, after the definitive proxy material was distributed to shareholders and
before the Special  Meeting,  the Company decided against  utilizing Mr. Roper's
accounting and auditing skills and therefore never formally engaged Mr. Roper as
its independent auditor.

     A new independent auditor, Andersen, Andersen & Strong, was retained by the
Company on August 28,  1995 to perform the  Company's  audit for the fiscal year
ending December 31, 1994. Andersen,  Andersen, & Strong also conducted the audit
for the fiscal year ending  December  31, 1995 which  accompanies  this  report.
There were no consultations  with the newly engaged  accountant  during the last
two fiscal years or subsequent  interim period  regarding any of the information
in Item 304(a)(2)(i) or 304(a)(2)(ii).

                                    PART III



ITEM 9.  DIRECTORS,  EXECUTIVE  OFFICERS AND CONTROL  PERSONS;  COMPLIANCE WITH
         SECTION 16(a) OF THE EXCHANGE ACT

Directors, Executive Officers and Control  Persons

     Name                 Age           Position(s) and Office(s)

     Richard Lifschutz    49               Director, President

     Isaac Lifschutz      24               Director, Secretary, Treasurer

     Wendell Hall         62               Director, Vice-President
<PAGE>
     Richard Lifschutz works as a business  consultant in several industries and
was appointed the Company's president and one of its directors on March 1, 1995.
During  the last five  years,  Mr.  Lifschutz  has been  involved  with  Lev-Ari
Communications in public  relations,  advertising and film and video production.
Additionally, Mr. Lifschutz has been a media and barter broker for approximately
the last three years on the "ITEX" barter network.  Mr. Lifschutz is a member of
the Screen  Actors  Guild and also  works as a  consultant  to movie  production
companies and has appeared in several productions as an actor.

     Wendell Hall works as a practicing dentist. Mr. Hall has been a dentist for
the past 30 years and was appointed as the Company's vice-president and director
on June 27, 1996. Mr. Hall earned an  engineering  degree from the University of
Florida and a dental degree from Mehary Medical College, he also lives and works
in Tampa, Florida.

     Isaac Lifschutz was appointed as treasurer,  secretary and director on June
27,  1996.  He is the son of Richard  Lifschutz,  the  Company's  president  and
director.  Mr. Lifschutz is a student attending Yeshiva  University  receiving a
Rabbinical  Ordination.  Mr. Lifschutz has been attending school for most of his
adult life and is preparing to go to law school in the near future.

Compliance with Section 16(a) of the Exchange Act

     The Company is aware that Richard Lifschutz,  the Company's chief executive
officer  and one of its  directors,  failed to timely file Form 4 as required by
Section 16(a) of the Securities  Exchange Act of 1934 for the 116,713 restricted
shares of Common Stock he has acquired since March 1, 1995. Isaac Lifschutz, the
Company's, treasurer, secretary and one of its directors has not filed Form 3 as
required to have been filed within 10 days of his June 27, 1996  appointment  as
the Company's  officer and director  pursuant to Section 16(a) and Section 23(a)
of the  Securities  Exchange Act of 1934. The Company is also aware that Wendell
Hall, the Company's  vice-president and one of its directors, has failed to file
a Form 3 as  required  to have been  filed  within 10 days of his June 27,  1996
appointment as the Company's officer and director, pursuant to Section 16(a) and
Section 23(a) of the Securities Exchange Act of 1934.
However, the Company is having these documents prepared to be filed.

ITEM 10. EXECUTIVE COMPENSATION

Executive Compensation

     No compensation in excess of $100,000 was awarded to, earned by, or paid to
any executive officer of the Company during the 1994 fiscal year.

     The following table provides summary information for each of the last three
fiscal years  concerning cash and non-cash  compensation  paid or accrued by the
Company to or on behalf of: Ira Friedman, who, until his resignation in December
1994,  had served as the  president and chief  executive  officer of the Company
since 1972 and a director  since 1967;  James Tilton who served as the Company's
chief  executive  officer from August 1995 to June 1996; and Richard  Lifschutz,
the Company's current president.
<PAGE>
<TABLE>
<CAPTION>



                                                                  SUMMARY COMPENSATION TABLE

                                                   Long Term Compensation
                                                                     Annual Compensation
      Payouts                                                                   Awards
                                                 Other
Name and                                         Annual      Restricted      Securities                  All Other
Principal                                        Compen-       Stock         Underlying        LTIP       Compen-
Position        Year   Salary($)    Bonus($)    sation($)     Award(s)($)   Options/SARs(#)   Payouts     sations($)
--------        ----   ---------    --------   ----------    -----------   ---------------   -------     ------------
<C>             <C>     <C>         <C>          <C>          <C>               <C>            <C>          <C>
Richard
Lifschutz       1996    0            0            0           8,992             0              0            0
Current         1995    0            0            0           22,348(2)         0              0            0
President

James
Tilton          1995    0            0            0            0                0              0            0
Former
 CEO

Ira
Friedman       1994       100,000(3) 0            0            0                0            0              0
Former
CEO            1993       85,157     0            0            0                0            0              0
</TABLE>

COMPENSATION OF DIRECTORS

         Directors  are not precluded  from serving in any other  capacity as an
officer,  agent, employee, or otherwise,  and receiving compensation  therefore.
The following  paragraphs  describe the  compensation  earned by officers of the
Company who concurrently serve as the Company's directors.

         Richard Lifschutz, the Company's president and director, is compensated
pursuant to a Letter of Agreement  dated  February 28, 1995.  From February 1995
until June 1996,  this  Agreement  provided for Mr.  Lifschutz to receive  5,000
restricted  shares of  Common  Stock per  month  for  services  rendered  as the
Company's president,  as well as options to purchase 5,000 additional shares per
month at an  option  price of $0.50  per  share.  However,  on March 1, 1996 Mr.
Lifschutz's entitlement to purchase options expired with an option to purchase a
total of 47,500 options expiring  worthless.  On July 5, 1996, the Agreement was
amended to provide for the monthly issuance of 10,000  restricted  shares to Mr.
Lifschutz.  The  Agreement  also  entitles Mr.  Lifschutz to receive  additional
compensation,  as a finder's fee, for business  opportunities that Mr. Lifschutz
introduces  to the Company.  Mr.  Lifschutz's  finder's fee is to be paid at his
election of five  percent  (5%) in like kind  assets  received by the Company or
shares of Common Stock  provided that the total number of shares does not exceed
nine percent (9%) of the total issued and outstanding shares of the Company.  As
of September 27, 1996, Mr. Lifschutz or his designees has been issued a total of
141,713 restricted shares of the Company's Common Stock pursuant to the March 1,
1995 Agreement.

-------------------------
     (2)Pursuant to the terms of the Letter  Agreement,  Mr.  Lifscutz  received
5,000  shares of  restricted  Common  Stock per  month for his  services  as the
Company's  president  until August 1996.  Beginning  August 1996, Mr.  Lifschutz
receives  10,000  shares of  restricted  Common  Stock  per month  valued at the
average bid and ask prices of the 10 days  preceding  the dates of issuance. The
Company  discounts  the shares an  additional  75% to account  for the fact that
these shares are restricted, pursuant to Rule 144.

     (3)Mr. Ira Friedman received the sum of $50,000 toward his annual salary.
<PAGE>
<TABLE>
<CAPTION>
         Wendell Hall,  the Company's  vice-president  and director,  receives a
monthly  salary of 5,000  restricted  shares of the  Company's  Common Stock for
services  rendered as  vice-president.  This  compensation is paid pursuant to a
July 5, 1996  resolution  of the  board of  directors.  Mr.  Hall's  shares  are
calculated  at the average of the bid and ask prices of the free trading  Common
Stock for the 10 days preceding the dates of issuance.  The Company discounts an
additional  75%  of the  value  of  all  shares  of  its  issued  Common  Stock,
restricted,  pursuant to Rule 144 of the Securities Act of 1933. As of September
27, 1996, Mr. Hall has accrued 10,000 shares of restricted Common Stock.

         Isaac Lifschutz,  the Company's  secretary-treasurer and director, also
receives a monthly  salary of 5,000  restricted  shares of the Company's  Common
Stock for services  rendered as  secretary-treasurer.  This compensation is paid
pursuant to a July 5, 1996 resolution of the board of directors. Mr. Lifschutz's
shares  are  calculated  at the  average  of the bid and ask  prices of the free
trading  Common  Stock  for the 10 days  preceding  the dates of  issuance.  The
Company  discounts  an  additional  75% of the value of all shares of its issued
Common Stock,  restricted pursuant to Rule 144 of the Securities Act of 1933. As
of September 27, 1996, Mr. Hall has accrued  10,000 shares of restricted  Common
Stock.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         On September  27, 1996,  there were  8,377,914  shares of the Company's
Class A Common Stock, $0.001 par value, and 213,438 shares of its Class B Common
Stock,  $0.001 par value,  issued and outstanding.  The Company's Class A Common
Stock is publicly traded on the OTC Bulletin Board. The Company's Class B Common
Stock is not publicly traded and is owned exclusively by the two entities listed
below. The following table sets forth information concerning the stock ownership
as of September  27,  1996,  with respect to (i) each person who is known to the
Company to be the  beneficial  owner of more than 5 percent of each class of the
Company's  Common  Stock;  (ii)  all  directors;  (iii)  each  of the  executive
officers;  and (iv)  directors and executive  officers of the Company as a group
(for more  information on the Company's  Class A Common Stock and Class B Common
Stock,  see  "Item  5 -  Market  for  Registrant's  Common  Equity  and  Related
Stockholder Matters"):

----------------------- ------------------------------------------------ -------------------------- -----------------
                                       Name and Address                    Amount and Nature of         Percent
    Title of Class                    of Beneficial Owner                  Beneficial Ownership         of Class
----------------------- ------------------------------------------------ -------------------------- -----------------
<S>                     <C>                                                      <C>                     <C>  
 Class A Common Stock   Canton Financial Services Corporation                    2,017,745               24.1%
                        268 West 400 South, Suite 300
                        Salt Lake City, UT 84101
----------------------- ------------------------------------------------ -------------------------- -----------------
 Class A Common Stock   ITEX Corporation                                          700,000                 8.4%
                        10300 SW Greenburg Road, Suite 370
                        Portland, Oregon 97223
----------------------- ------------------------------------------------ -------------------------- -----------------
 Class A Common Stock   Wilfried Martens                                         1,000,000               11.9%
                        St. Amandusstraat 2B
                        9800 Deinze Belgium
----------------------- ------------------------------------------------ -------------------------- -----------------
 Class A Common Stock   OMAP Holdings Incorporated                                660,693                 7.9%
                        82-66 Austin Street
                        Kew Gardens, NY 11415
----------------------- ------------------------------------------------ -------------------------- -----------------
 Class A Common Stock   Tianrong Building Material Holdings, Ltd.                 430,370                 5.1%
                        82-66 Austin Street
                        Kew Gardens, NY 11415
----------------------- ------------------------------------------------ -------------------------- -----------------
 Class A Common Stock   A-Z Professional Consultants, Inc.                       1,612,000               19.2%
                        268 West 400 South, Suite 300
                        Salt Lake City, UT 84101
----------------------- ------------------------------------------------ -------------------------- -----------------
                        OFFICERS AND DIRECTORS
----------------------- ------------------------------------------------ -------------------------- -----------------
 Class A Common Stock   Richard Lifschutz                                        116,713**                1.4%
                        147-17 Newport Avenue
                        Neponsit, NY 11964
----------------------- ------------------------------------------------ -------------------------- -----------------
 Class A Common Stock   Isaac Lifschutz                                           10,000                   *
                        147-17 Newport Avenue
                        Newport, NY 11964
----------------------- ------------------------------------------------ -------------------------- -----------------
 Class A Common Stock   Wendell Hall                                              10,000                   *
                        5519 Rawls Road
                        Tampa, Florida 33625
----------------------- ------------------------------------------------ -------------------------- -----------------
 Class A Common Stock   All Officers and Directors as a Group                     136,713                 1.6%
----------------------- ------------------------------------------------ -------------------------- -----------------
                        CLASS B Common Stock
----------------------- ------------------------------------------------ -------------------------- -----------------
 Class B Common Stock   Ira L. Friedman                                           98,438                 46.1%
                        10 Bingham Hill Circle
                        Rumson, New Jersey 07760
----------------------- ------------------------------------------------ -------------------------- -----------------
 Class B Common Stock   Canton Financial Services Corp.                           115,000                53.8%
                        268 West 400 South, Suite 300
                        Salt Lake City, UT 84101
----------------------- ------------------------------------------------ -------------------------- -----------------
</TABLE>

     * Less than 1% of the outstanding Class A Common Stock.

     ** Richard  Lifschutz  is  compensated  for his  services as the  Company's
president pursuant to a March 1, 1996 Letter Agreement. The agreement originally
provided that Mr. Lifschutz receive 5,000 shares of restricted common stock each
month. On July 5, 1996 the Company amended the Letter  Agreement to increase Mr.
Lifschutz's  monthly  salary to  10,000  restricted  shares of Common  Stock per
month. Mr. Lifschutz is also entitled to receive a finder's fee for transactions
to which he introduces  the Company.  The finder's fee paid to Mr.  Lifschutz is
determined  from time to time by the board of  directors.  As of  September  27,
1996,  Mr.  Lifschutz or his designees  have received  125,000  shares of Common
Stock as a result of his monthly compensation.  Lifschutz received an additional
29,213  shares of Common  Stock as a finder's  fee for various  transactions  to
which Lifschutz has introduced the Company.
<PAGE>
Changes in Control

     On May 31, 1996, Aster De Schrijver  resigned as the Company's  chairman of
the board of  directors  and Jane Zheng  resigned  as the  Company's  secretary,
treasurer and director. On June 24, 1996, James Tilton resigned as the Company's
chief  executive  officer and  director.  These  three  officers  and  directors
resigned because the December 8, 1995 Stock Exchange Agreement pursuant to which
they acquired a controlling interest in the Company had been rescinded,  leaving
the three individuals with no ownership interest in the Company. The May 8, 1996
Rescission  Agreement  resulted in a change of control in the  Company's  Common
Stock.  Neither De Schrijver,  Ms. Zheng,  nor Mr. Tilton had any  disagreements
with the Company at the time of their respective resignations.

     On June  27,  1996,  Wendell  Hall  was  appointed  as the  Company's  vice
president and director.  Also on June 27, 1996, Isaac Lifschutz was appointed as
the Company's  secretary-treasurer  and director.  Isaac Lifschutz is the son of
Richard Lifschutz, the Company's president and director.

     The Company knows of no  arrangements  which may result in a further change
of control or change in management of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions  Involving  James  Tilton,  Jane Zheng,  Aster De  Schrijver &
AltaChem

     In May 1995,  the Company began  negotiations  with AltaChem  Group,  Inc.,
Ireland  ("AltaChem")  and the  shareholders  of AltaChem.  To  facilitate  this
anticipated acquisition,  the Company appointed Aster De Schrijver, James Tilton
and Jane Zheng as  directors on August 3, 1995.  At that time,  Mr. De Schrijver
owned, directly or indirectly,  100% of the issued and outstanding capital stock
of AltaChem. James Tilton helped introduce the Company to AltaChem and performed
services  related  to the  proposed  acquisition.  Jane Zheng is the wife of Mr.
Tilton. De Schrijver,  Tilton,  and Zheng were appointed as directors because of
their  familiarity  with the  operations  of  AltaChem,  and  because  of Mr. De
Schrijver's  and Mr. Tilton's  controlling  interest in the capital stock of the
Company pursuant to any proposed transaction by and between the parties.

     On December 8, 1995, the Company  entered a Stock  Exchange  Agreement with
AltaChem, De Schrijver and Tilton. Pursuant to the Stock Exchange Agreement, the
Company acquired 100% of the capital stock of AltaChem.  As  consideration,  the
Company  issued  18,740,796  shares of Common  Stock to Aster De  Schrijver  and
2,883,200  shares of Common Stock to James  Tilton.  The shares issued to Mr. De
Schrijver and Mr. Tilton constituted 75% of the issued and outstanding shares of
the Company's Common Stock.

     The Stock Exchange Agreement required AltaChem to deliver audited financial
statements  and a schedule  of assets to the Company  within 180 days.  AltaChem
failed to provide these materials within the required time period, and indicated
to the Company that it was not capable of delivering the financial statements in
the immediate  future.  AltaChem also  indicated  that it was  unsatisfied  with
certain terms of the Stock Exchange Agreement.  Accordingly, on May 8, 1996, the
parties to the  Agreement  signed a Rescission of Stock  Exchange  Agreement and
Release of All Claims (the "Rescission Agreement").

     The  Rescission  Agreement  unwound the Stock  Exchange  Agreement from the
beginning.  Mr. De Schrijver and Mr. Tilton were required to return their shares
of  Common  Stock  to the  Company,  and the  Company  was  required  to  return
AltaChem's  Common  Stock.  As of September  27, 1996 Mr. De  Schrijver  has not
returned  all  the  shares  issued  pursuant  to  the  original  Stock  Exchange
Agreement.  These shares will be canceled  upon  receipt of the  original  stock
certificate.  All parties to the Stock Exchange Agreement agreed to release each
other from all potential claims they may have had as a result of that Agreement.
As a result of the Rescission  Agreement,  the Company has no relationship to or
claims against  AltaChem and AltaChem has no relationship to or in the Company's
opinion, claims against the Company.

     These Agreements were related-party  transactions.  Aster De Schrijver, who
was  chairman  of the  Company's  board of  directors  when  these  transactions
occurred,  was also the  beneficial  owner of  AltaChem.  Pursuant  to the Stock
Exchange  Agreement,  De Schrijver acquired a quantity of shares of Common Stock
that gave him a controlling  interest the Company.  James Tilton,  the Company's
director and chief executive officer,  also acquired shares of Common Stock as a
result of the Stock Exchange Agreement.  Neither Mr. De Schrijver nor Mr. Tilton
had any ownership  interest in the Company aside from that provided in the Stock
Exchange  Agreement,  and therefore both had a material  interest in seeing that
the Stock  Exchange  Agreement was effected.  Ms.  Zheng,  the Company's  former
secretary,  treasurer  and  director,  had an imputed  material  interest in the
Agreement as a result of her being Mr. Tilton's wife.
<PAGE>
     On December 20, 1995, the Company  entered Stock Exchange  Agreements  with
OMAP, TBMH, and Eurotronics. The purpose of each Stock Exchange Agreement was to
transfer,  in a tax-free exchange,  $300,000 worth of the Company's Common Stock
to OMAP,  TBMH and Eurotronics in exchange for $300,000 worth of common stock in
each of the three companies.  All stock transferred pursuant to these Agreements
was restricted pursuant to Rule 144. The Company issued 370,370 shares of Common
Stock,  valued at $0.81 per share,  to OMAP in exchange for 70,588 shares OMAP's
common stock,  valued at $4.25 per share.  The Company  issued 370,370 shares of
Common Stock,  valued at $0.81 per share, to TBMH in exchange for 319,149 shares
of TBMH's common stock, valued at $0.94 per share.  Finally,  the Company issued
370,370  shares of Common Stock,  valued at $0.81 per share,  to  Eurotronics in
exchange for 566,038 shares of  Eurotronics'  common stock,  valued at $0.53 per
share

OMAP Holdings

     On December 20, 1995, the Company  entered into a Stock Exchange  Agreement
with OMAP Holdings,  Incorporated,  a Nevada corporation,  ("OMAP"), pursuant to
which it acquired  70,588  shares of OMAP's  Common  Stock in  exchange  for the
Company's  issuance  of  370,370  shares  of Common  Stock.  At the time of this
transaction,  James Tilton,  Aster De Schrijver and Jane Zheng were officers and
directors  of both the Company and OMAP.  The Company has valued the OMAP common
stock at $114,815.

     On December 21, 1995, the Company sold an additional  290,323 shares of its
Common Stock, valued at $0.25 per share for purposes of the transaction, to OMAP
for $90,000. On January 15, 1996, the Company purchased 2,858 shares of OMAP for
$10,000,  or $3.50 per share.  On January 30,  1996,  the Company  purchased  an
additional  6,154 shares of OMAP for $20,000,  or $3.25 per share.  Finally,  on
February 9, 1996,  the Company  purchased  8,572 shares of OMAP for $30,000,  or
$3.50 per share.

Tianrong Building Materials

     On  September  28,  1995 the Company  entered an  Agreement  with  Tianrong
Building Material Holdings, Ltd., a Utah corporation,  ("TBMH"). Pursuant to the
terms of the  Agreement  the Company is obligated to issue 40,000  shares of the
Company's  Common  Stock,  par  value  $0.001  per  share  to TBMH in a  private
non-registered and nonexempt transaction at the purchase price of $.25 per share
for a total price of $10,000 cash.

Eurotronics Holdings Incorporated

     On December 20, 1995,  the Company  entered an Agreement  with  Eurotronics
Holdings Incorporated  ("Eurotronics"),  a Utah corporation by which the Company
agreed to issue 370,370 restricted shares of its Common Stock,  pursuant to Rule
144 of the Securities  Act of 1933, par value $0.001 per share,  in exchange for
the Company acquiring 566,038 restricted shares of stock,  pursuant to Rule 144,
of Eurotronics Common Stock valued as of December 15, 1995 at $0.53 per share.
<PAGE>
Transactions Involving The Canton Industrial Corporation,  A-Z Professional
Consultants and Richard Surber

     Since January  1993,  the Company has completed  several  transactions,  as
detailed  below,   with  Canton  Industrial   Corporation   n/k/a   CyberAmerica
Corporation,  a Nevada corporation ("Canton"), and A-Z Professional Consultants,
Inc., a Utah corporation  ("A-Z").  Richard D. Surber,  the Company's  president
from  December 94 until August 1995,  is the  president and sole director of A-Z
and president and a director of Canton.

The Canton Industrial Corporation

     On  September  23,  1993,  the Company  signed a Stock  Purchase  Agreement
allowing Canton to exchange 11,823,006  restricted shares of Canton Common Stock
for  5,000,000  restricted  shares of the Company's  Class A Common  Stock.  The
Agreement  required  shareholder  approval no later than December 3, 1993, which
was  subsequently  extended to December 10,  1993.  No  definitive  contract was
signed and, on February  23, 1994,  the Company  withdrew the proxy it had filed
with the SEC regarding the reorganization with Canton.

     Pursuant to the proposed  stock  exchange with Canton,  the Company  issued
options for approximately  5,587,000 shares,  which were registered  pursuant to
either the  Company's  1993 Stock Option Plan or 1994 Stock  Option Plan.  These
options were granted to  consultants  who assisted the Company in  restructuring
its business and helped locate suitable  acquisition or merger  candidates.  The
consultants  introduced the Company to several acquisition  candidates,  none of
which turned out to be suitable.  As of March 31, 1994,  options worth 1,728,000
shares had been  exercised  and by June 1, 1994,  all of the  options  described
above had been exercised. Richard D. Surber was granted options worth a total of
690,000 shares between September 1, 1993 and February 28, 1994 (290,000 from the
1993 Option Plan and 400,000 from the 1994 Option Plan).  Mark  Wolfson,  at the
time a consultant to Canton,  was granted  options worth 650,000 shares from the
1993  Option  Plan.  Mark  Wolfson's  brother  is  Allen  Z.  Wolfson,  the sole
shareholder  of A-Z  Professional  Consultants  who also may be  deemed  to be a
"control  person"  of Canton,  as that term is defined by rules and  regulations
promulgated  by the SEC. See this "Item 12 - Certain  Relationships  and Related
Transactions"  for additional  information on A-Z  Professional  Consultants and
Allen Wolfson.  Mark Wolfson exercised options worth 300,000 shares on September
10, 1993 and the final options worth 350,000 shares on February 8, 1994.

     On  September  30,  1993,  the Company  entered  into a real  estate  sales
agreement with Canton whereby the Company agreed to purchase from Canton certain
real  estate  in West  Virginia  for  $1,506,174.  The form of  payment  was two
$100,000 promissory notes signed by the Company, a promissory note in the amount
of  $175,000  secured  by a  mortgage  on the land,  and  500,000  shares of the
Company's Class A Common Stock. A modifying  addendum to the original  agreement
dated  February  7, 1994,  allowed  the  Company to return  the  property  if an
independent  appraisal  valued the real estate at less than  $1,506,174.  In the
event the property was returned,  the Company was to receive  shares of Canton's
stock equal in value to the  $1,506,174.  The addendum also modified the form of
the Company's  payment of the purchase price to be equal to 1,142,000  shares of
this  Company's  Common Stock plus a promissory  note for $375,000.  The Company
subsequently  notified  Canton that it was  dissatisfied  with the appraisal and
elected  not to take the real  estate or shares of Canton  stock  equivalent  to
$1,506,174  and thereby  terminated  the  September  30, 1993 real estate  sales
agreement and its February 7, 1994 addendum.

     On May 16,  1995,  the Company  entered into a  Consulting  Agreement  with
Canton Financial  Services  Corporation  ("CFS"),  a wholly-owned  subsidiary of
Canton.  Pursuant  to the  agreement,  which  had a one  year  term and has been
extended on a monthly basis, CFS would assist the Company in locating or forming
a public  company  for a  potential  merger or  acquisition,  restructuring  the
Company's  Common  Stock,   arranging  for  a  public  offering,  and  preparing
agreements, documents, filings and other material necessary to execute the above
services.  The Company agreed to pay CFS a monthly consulting fee which shall be
the  greater of: (a)  $20,000 or (b) actual fee for  services  provided by CFS's
professional  staff.  The Company has the option of either paying in cash or the
issuance of the Company's Class A Common Stock. This agreement also provided for
CFS  receiving  a finder's  fee upon the  presentation  of a suitable  merger or
acquisition candidate.  Pursuant to this consulting agreement, on July 31, 1995,
the Company issued 5% of its  authorized  but unissued Class A Common Stock,  or
1,144,600  restricted  shares,  to CFS as a  finder's  fee for  introducing  the
Company to AltaChem.
<PAGE>

A-Z Professional Consultants, Inc. ("A-Z")

     Richard  Surber,  the president and sole director of A-Z, is a director and
president  of  Canton.  He is  also  the  nephew  of  Allen  Wolfson,  the  sole
shareholder  of A-Z.  Allen  Wolfson  may be deemed to be a "control  person" of
Canton, as that term is defined by S.E.C. regulations.

     In  September  1993,  A-Z sold the  Company a second  mortgage  on property
located in Lee County (Ft. Myers),  Florida, which was valued at $47,411.50,  in
exchange for 189,646  restricted  Class A shares of the Company's  stock. In May
1994, the Company  discovered  that the property in question had been foreclosed
on by the first  mortgagor in August 1993.  The Company  advised A-Z of this and
A-Z agreed to void the  transaction  and return the shares to the  Company.  The
shares were returned in May 1994.

Settlement Agreements Among Canton, A-Z, and the Company

     As a result of some of the aforementioned  agreements not being consummated
or not being performed as envisioned,  several  disputes arose among the Canton,
A-Z, and the Company.  To avoid legal  proceedings and settle all disputes,  the
Company,  A-Z, Canton,  together with Ira L. Friedman,  former president,  chief
executive  officer,  and a director of the Company  ("Friedman")  and Richard T.
Johnson,  formerly the chief financial officer, vice president of finance, and a
director of the  Company  ("Johnson"),  executed a  Settlement  Agreement  dated
December 16, 1994 (the "Settlement Agreement").

     In consideration for the release by Canton and A-Z of the Company, Friedman
and Johnson from any and all claims,  causes of action, and obligations relating
to the agreements, Friedman and Johnson appointed Richard D. Surber as president
and  director  of the  Company  and agreed to appoint  two other  persons to the
Company's  board that Canton  would  nominate.  The  Settlement  Agreement  also
required  the  Company to issue  1.612  million  shares of its  Common  Stock to
Canton.  Canton  subsequently  assigned  these  shares  to A-Z.  The  Settlement
Agreement  also  called  for  the  resignations  of all  previous  officers  and
directors.  These resignations temporarily left Mr. Surber as the Company's sole
director,  until the appointments of Bobby G. Welch II and Christopher Swaner in
January 1995.

     On March 3, 1995, Bobby Welch resigned as the Company's director.  On March
30,  1995,  Christopher  Swaner  also  resigned  as a  director.  Neither of the
resigning  directors had any disagreements with the Company or its management at
the time of their  respective  resignations.  On March 30, 1995 Mark Knudson was
appointed as a director of the Company.

     In addition,  as payment for past services rendered,  the Company agreed to
issue Friedman, Johnson, and Lawrence Friedman 10% of the issued and outstanding
Class A Common Stock after any reverse stock split excluding any shares owned by
Friedman, Johnson, and Lawrence Friedman. The Company shall issue such shares as
follows: 4.9% to Friedman,  4.9% to Johnson, and 0.2% to Lawrence Friedman.  The
shares  were  issued on April 1, 1995 when the number of issued and  outstanding
Class A Common  Stock was 186,008  (excluding  shares  owned by the three former
officers and directors). Consequently, Friedman and Johnson each received 91,144
shares and Lawrence Friedman received 3,720 shares.

     By way of a  Letter  Agreement  dated  July 7,  1995,  the  parties  to the
Settlement   Agreement  modified  certain  terms  of  December  1994  Settlement
Agreement to include,  among other terms,  the issuance of certain shares of the
Company's Common Stock to Messrs. Friedman and Johnson.

     Immediately  after Mr. Surber's  December 16, 1994 appointment as president
and director of the Company,  The Settlement  Agreement  stipulated  that Canton
would be paid 1,612,000  restricted shares of the Company's Class A Common Stock
for the  services it had  rendered to that date and for services it would render
in  completing  the proxy  statement  for the  Company's  March 14, 1995 Special
Meeting of Shareholders.
<PAGE>
     After this  shareholder  meeting  concluded,  Canton  continued  to provide
consulting  services  to the  Company via its wholly  owned  subsidiary,  Canton
Financial Services Corporation, a New Jersey corporation ("CFS"). These services
were formally retained pursuant to a Consulting Agreement dated May 16, 1995, as
discussed  above.  CFS has  provided  the Company  with office  space as well as
internal  record keeping,  the preparation of reports  required to be filed with
SEC, the negotiation of settlement of the Company's  debts, and the search for a
viable merger or acquisition candidate.

     On March 24, 1995,  the Company issued 115,000 shares of its Class B Common
Stock  to CFS for  substantial  services  Canton  rendered  in  relation  to the
shareholder  meeting after the completion of the proxy statement on February 18,
1995,  until March 24, 1995. On July 31, 1995, the Company issued 342,931 shares
of its Class A Common Stock to CFS for consulting fees owed. These two issuances
settled  outstanding  consulting  fees from December 16, 1994,  through July 31,
1995, for the amount of $171,466. As of December 31, 1995, CFS incurred $292,639
in consulting fees and miscellaneous expenses on behalf of the Company, of which
$32,766 is outstanding and due.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K



     (a)  Exhibits.  Exhibits  required to be attached  and filed by Item 601 of
Regulation  S-B are  listed  in the  Index to  Exhibits  on page 28 of this Form
10-KSB/A and are incorporated herein by this reference.

     (b)  Reports on Form 8-K.  The Company did not file any reports on Form 8-K
during the period for which this report is being filed:
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 3rd day of October 1996.


BRIA Communications Corp.


/S/ Richard Lifschutz
----------------------------
Richard Lifschutz, President



     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


     Signature               Title Date



/s/Richard Lifschutz         President and Director              October 3, 1996
----------------------
   Richard Lifschutz

/s/Isaac Lifschutz           Secretary and Treasurer, Director   October 3, 1996
----------------------
   Isaac Lifschutz


/s/Wendell Hall              Vice President, Director            October 3, 1996
---------------------
   Wendell Hall
<PAGE>
                                INDEX TO EXHIBITS

EXHIBIT    PAGE
NO.         NO.          DESCRIPTION

3a           *          Certificate   of    Incorporation    of   the   Company.
                        (Incorporated  herein by reference  from exhibit of like
                        number with the Company's Form 10-KSB for the year ended
                        December 31, 1988.)

3b           *          By-Laws  of  the   Company.   (Incorporated   herein  by
                        reference from exhibit of like number with the Company's
                        Form 10-KSB for the year ended December 31, 1988.)

4a           *          Warrant  issued  December  31,  1986 by the  Company  to
                        Mid-Monmouth Realty Associates.  (Incorporated herein by
                        reference from exhibit of like number with the Company's
                        Form 10-KSB for the year ended December 31, 1988.)

10(i)        *          Exhibits

                               MATERIAL CONTRACTS

10(i)(a)     *          Letter of  agreement  dated  March 1, 1995  between  the
                        Company and Richard Lifschutz.  (Incorporated  herein by
                        reference from exhibit of like number from the Company's
                        Annual  Report on Form  10-KSB  filed by the  Company on
                        December 28, 1995.)

10(i)(b)     *          Settlement Agreement dated December 16, 1994 between the
                        Company,   Richard  T.  Johnson,   Ira   Freidman,   A-Z
                        Professional   Consultants  and  The  Canton  Industrial
                        Corporation.  (Incorporated  herein  by  reference  from
                        Exhibit  10 to  Current  Report on Form 8-K filed by the
                        Company on March 11, 1994.)

10(i)(c)     *          Consulting  Agreement  dated  August 4,  1995,  but made
                        effective  March  1,  1995,   between  the  Company  and
                        East-West Trading  Corporation.  (Incorporated herein by
                        reference from exhibit of like number from the Company's
                        Annual  Report on Form  10-KSB  filed by the  Company on
                        December 28, 1995.)

10(i)(d)     *          Consulting  Agreement  dated  August 4,  1995,  but made
                        effective March 1, 1995, between the Company and Karston
                        Electronics, Ltd. (Incorporated herein by reference from
                        exhibit of like number from the Company's  Annual Report
                        on Form  10-KSB  filed by the  Company on  December  28,
                        1995.)

10(i)(e)     *          Consulting  Agreement  dated  May  16,  1995,  but  made
                        effective  February  18,  1995,  between the Company and
                        Canton  Financial  Services  Corporation.  (Incorporated
                        herein by reference from exhibit of like number from the
                        Company's  Annual  Report  on Form  10-KSB  filed by the
                        Company on December 28, 1995.)

10(i)(f)     *          Letter of Agreement  and  Settlement of All Claims dated
                        July 7, 1995,  amending the Settlement  Agreement  dated
                        December  16,  1994,  between  the  Company,  The Canton
                        Industrial  Corporation,  A-Z Professional  Consultants,
                        Inc.,   Ira  L.   Friedman   and  Richard  T.   Johnson.
                        (Incorporated  herein by reference  from exhibit of like
                        number from the  Company's  Annual Report on Form 10-KSB
                        filed by the Company on December 28, 1995.)

10(i)(g)     *          Amendment  to Letter  of  Agreement,  Settlement  of All
                        Claims,  dated July 11,  1995,  between  the Company The
                        Canton   Industrial   Corporation,    A-Z   Professional
                        Consultants,  Inc.,  Ira  L.  Friedman  and  Richard  T.
                        Johnson.  (Incorporated herein by reference from exhibit
                        of like number from the Company's  Annual Report on Form
                        10-KSB filed by the Company on December 28, 1995.)

10(i)(h)     *          Binding   Letter  of  Intent  between  the  Company  and
                        MAXMusic,  Inc. Dated  February 14, 1994.  (Incorporated
                        herein by reference from Exhibit 10 to Current Report on
                        Form 8-K filed by the  Company  on March  11,  1994.) 10
                        (i)(i) * Stock  Exchange  Agreement  of December 8, 1995
                        between   the   Company   and   AltaChem   Group,   Inc.
                        (Incorporated herein by reference from the Company's 8-K
                        dated May 8, 1996.)

10(i)(j)     31         Purchase  Agreement  between the Company and CyberMalls,
                        Inc. dated July 11, 1996.

10(i)(k)     43         Financial Consulting Agreement between CyberFootball and
                        Canton Financial Services,  Corporation dated August 31,
                        1996.

10(i)(l)     52         Agreement  for Exchange of Stock between the Company and
                        Kingslawn Offset, Inc. dated September 10, 1996

10(i)(m)     56         Stock  Exchange  Agreement  of December 20, 1995 between
                        the Company and OMAP Holdings Incorporated.

10(i)(n)     63         Stock  Exchange  Agreement  of December 20, 1995 between
                        the Company Eurotronics Holdings Incorporated.

10(i)(o)     73         Stock  Exchange  Agreement  of December 20, 1995 between
                        the Company and  Tianrong  Building  Material  Holdings,
                        Ltd.

10(i)(p)     81         Stock Purchase Agreement dated January 15, 1996 betweeen
                        the Company  and OMAP  Holdings  Incorporated,  a Nevada
                        corporation. (OMAP).

10(i)(q)     86         Stock Purchase  Agreement dated January 30, 1996 between
                        the Company and OMAP.

10(i)(r)     91         Stock Purchase  Agreement dated February 9, 1996 between
                        the Company and OMAP

10(i)(s)     97         Stock  Purchase   Agreement  dates  September  28,  1995
                        between  the  Company  and  Tianrong  Building  Material
                        Holdings, Ltd.

* These exhibits appear in the manually signed original  Reports for the periods
indicated by each item and are hereby incorporated by this reference.


<PAGE>
                                    10(i)(j)
<PAGE>
                               PURCHASE AGREEMENT

         This Purchase Agreement ("Agreement") is made between CyberMalls, Inc.,
a Nevada corporation  ("CyberMalls"),  its subsidiary,  Cyber Football,  Inc., a
Nevada corporation  "CFI") and, BRIA  Communications  Corporation,  a New Jersey
corporation ("Client"), with respect to the following:


                                    RECITALS

         WHEREAS,  CyberMalls  builds and sells virtual malls on the information
superhighway  (Internet)  and provides  the  necessary  support and  maintenance
services to companies that desire to market and/or promote their products and/or
services on the information superhighway; and

         WHEREAS,  Client wishes to purchase from  CyberMalls,  Cyber  Football,
Inc., a Nevada corporation ("CFI"); and

         WHEREAS,  CFI markets and promotes products and services that relate to
the sport of football; and

         WHEREAS, Client desires that CyberMalls develops a virtual mall for CFI
on the Internet to promote and market  products and services  relating to sports
and specifically to the sport of football.
                                   DEFINITIONS

         1.        "Virtual  mall" is a theme-based  shopping  center located on
the  information  superhighway  which  will  contain  a  diversity  of  multiple
retailers.

         2.        "Virtual  mall  owner"  is the  proprietor  of a  theme-based
virtual  shopping  center  with  multiple  retailers  offering  products  and/or
services within the mall theme.

         3.        "Retailer"  is  a  lessee  of  advertising  and/or  sales  of
services and/or products in a CyberMalls' virtual mall.

         4.        "CyberService  Protocols" are unique services that CyberMalls
will use its best efforts to provide to  retailers  which shall  include,  among
other things, the following:
<PAGE>
                  A.    "Virtual  shopping  cart" that can select goods not only
                        from  retailers  within that  virtual  mall,  but within
                        other CyberMalls virtual malls, and potentially in other
                        virtual shopping enterprises.

                 B.     Payment for all  purchases in virtual  shopping  cart at
                        conclusion of shopping experience.

                 C.     Payment made at one point-of-sale.

                 D.     Best efforts shall be used to ensure that purchases will
                        be  protected  by computer  security  software to ensure
                        confidentiality of payment data.

         5.        "WebSafari(TM)  Protocols" are proprietary  technologies that
include, but are not limited to:

                 A.      The WebSafari(TM) search engine.

                 B.      The CyberMalls' inventory Distributed Database provided
                         to each retailer and virtual mall owner.

                 C.      Reverse link icons.

                 D.      Equipment and technology pertaining to WebSafari(TM).

         6.        "WebSafari(TM) Mall Membership" includes,  but is not limited
to:

                 A.      Up to 250,000 search engine references to said mall per
                         month;

                 B.      250,000 inventory database items for one year;

                 C.      Up to 5,000 web pages, either manual or auto-created;

                 D.      High-speed     information     superhighway    backbone
                         connection;

                 E.      Use of all necessary server-based equipment; and,

                 F.      Up to 100 hours of consultation and training.

         7.         "Virtual Mall Viability"  refers to the point in development
where  CyberMalls,  in its professional  judgment,  believes the virtual mall is
able to continue as a free-standing  information superhighway virtual mall, with
sufficient  retailers to be profitable,  and without the development  assistance
from CyberMalls' development team, but not to exceed two (2) years.
<PAGE>
         8.         "Act"  refers to the  Securities  Act of 1933,  as  amended,
pertinent portions available if requested by Client.


                                    AGREEMENT

         IN  CONSIDERATION  OF the mutual  promises made by CyberMalls,  CFI and
Client,  and the terms and  conditions  hereafter  set forth,  the  receipt  and
adequacy of such consideration being mutually acknowledged,  CyberMalls, CFI and
Client therefore agree to the following:

1.       Terms of Purchase Agreement:

         A. Sale and  Purchase.  CyberMalls  agrees to sell to Client and Client
         agrees to purchase  from  CyberMalls,  Cyber  Football,  Inc., a Nevada
         corporation  ("CFI").  As a condition  to the  purchase of the CFI, CFI
         further agrees to purchase from CyberMalls a virtual mall as more fully
         explained  herein.  CyberMalls  shall  then  design and build for CFI a
         virtual  mall  containing   WebSafari(TM)  Protocols  meeting  Client's
         specific  needs.  During  development,  which  shall not exceed two (2)
         years, Client shall have use of CyberMalls' CyberService Protocols, and
         any other services  and/or  technologies  CyberMalls  develops that are
         intended  for  virtual  malls.  The  CFI  mall  shall  be  designed  to
         accommodate WebSafari Mall Membership  protocols.  Client and CFI agree
         that during the two year development period, Client and CFI will remain
         in compliance with  WebSafari(TM)Mall  Membership  protocols and for so
         long as CFI has a membership with  WebSafari.  CFI's virtual mall shall
         contain and be provided with the following:

              1.       use of CyberMalls'  data  communication  line, as needed;
                       use of  CyberMalls'  computer  hardware and software,  as
                       needed;  use of  CyberMalls'  graphic design team for CFI
                       web pages designs and other virtual mall requirements, as
                       needed;  use of CyberMalls' copy writing and editing team
                       in  CFI  web  pages   designs  and  other   virtual  mall
                       requirements,  as needed; and use of CyberMalls' scanning
                       systems, facsimile systems,  photocopiers,  and any other
                       equipment  specifically  for construction and development
                       of CFI virtual mall, as needed.

              2.       any necessary standardized forms.

              3.       the  standard   WebSafari(TM)  Mall  Membership  for  the
                       duration of the business  relationship between CyberMalls
                       and CFI. The fees for this Membership which are set forth
                       in detail in the  WebSafari  Mall  Membership  Agreement,
                       which shall be incorporated into this Agreement, shall be
                       submitted  to Client  within 30 days from the date of the
                       signing of this Agreement.
<PAGE>
         B.        Compensation.   According to the specific  terms herein,  the
compensation shall be as follows:

                  1.       In  consideration  for  the  purchase  of a  majority
                           interest  in  CFI,   upon  the   execution   of  this
                           Agreement,  BRIA will issue to  CyberMalls  1,875,000
                           shares of its Class A Common Stock at 1/2 the present
                           bid price or,  $0.375  per  share.  CFI will issue to
                           BRIA 9,101,019 shares of its restricted  common stock
                           which reflects approximately 90.1% of the authorized,
                           issued and outstanding shares of CFI.

                  2.       Further,  for the  purchase of the virtual  mall from
                           CyberMalls,  CFI will  execute a  Promissory  Note in
                           favor of  CyberMalls  in the  amount  of  $11,500,000
                           bearing  an  interest  rate  of 9% per  annum,  to be
                           payable   three  (3)  years  from  the  date  of  the
                           execution  of  this  Agreement.  The  Note  shall  be
                           secured by the CFI trademark and domain rights.  BRIA
                           shall be a guarantor  on said Note to the extent that
                           such  guarantee  shall be  secured  by 100% of BRIA's
                           interest in CFI's common stock. Said Note is attached
                           hereto as Exhibit "A".

                  3.       Additionally,  as  compensation  for  services  to be
                           provided with regard to the creation, development and
                           initial  servicing  of the  virtual  mall,  CFI shall
                           equally divide with CyberMalls the proceeds  realized
                           from a Regulation  D Rule 504 Offering  pursuant to a
                           Financial  Consulting  Agreement entered into between
                           the  Client,   CFI  and  Canton  Financial   Services
                           Corporation  on behalf of CFI, dated August 31, 1996,
                           a copy of which is attached hereto as Exhibit "B".

                  4.       Further,  once an  aggregate  of $4  million in gross
                           revenues has been realized by CFI, CFI shall issue to
                           CyberMalls 100,000 shares of its free-trading  stock,
                           for  services   rendered,   with  such  shares  being
                           registered,  or if registration  is impractical  then
                           such shares  being  issued  pursuant to an  available
                           exemption from registration under the Act.

                  5.        Moreover,   as  long  as   CyberMalls  is  providing
                            services  to  CFI,  it  shall   receive  3%  of  the
                            quarterly  gross  revenues  of CFI,  which are to be
                            disbursed on a quarterly basis.

                  6.       Immediately  upon  receipt  by CFI of lease  payments
                           received  from any  "tenants"  directly  procured  by
                           CyberMalls  and placed under CFI's virtual mall,  CFI
                           shall  compensate  CyberMalls 15% of such payments in
                           stock or in cash, at CyberMall's option.
<PAGE>
         C.        Expenses:

                  1.       Client shall be responsible for all costs  associated
                           with the  construction,  development  and  continuing
                           service of the CFI  virtual  mall.  Such costs  shall
                           include rental of CyberMalls equipment and CyberMalls
                           materials,  which  at the time of  execution  of this
                           Agreement is  approximately  $5,000 per month,  which
                           shall be waived  for a period of ninety  (90) days in
                           accordance  with  paragraph  C(3)  below.  CyberMalls
                           shall provide Client a monthly itemized  statement of
                           all costs incurred for Client.  Any fees and expenses
                           that are not due directly to CyberMalls  for services
                           rendered, shall be borne by Client.

                  2.       All time  spent on each  matter  by  CyberMalls,  any
                           subcontractor   of   CyberMalls   or   any   of   its
                           subsidiaries,  shall be recorded and charged at their
                           respective  hourly  rate  and  shall  be  subject  to
                           periodic  review  based on the  status of the  person
                           performing   the  work.   In  the   event   that  any
                           compensation or expense is not remitted within thirty
                           (30) days, the CyberMalls'  statement  detailing such
                           compensation  or expense shall incur  interest at 12%
                           per annum, compounded annually.

                  3.       In the event of a dispute over expenses to be paid by
                           Client to CyberMalls, Client shall present CyberMalls
                           with  written  document  detailing  the nature of the
                           dispute. CyberMalls and Client shall first attempt to
                           resolve the matter  among  themselves.  If,  after 30
                           days from the date of Client's  dispute  letter,  the
                           matter has not been resolved in writing and signed by
                           both   parties,   it  shall  next  be   submitted  to
                           arbitration, outlined in section 3.

         D.        Term  of  Service  and   Development.   CyberMalls  shall  be
obligated to provide all services  necessary to achieve the development of CFI's
virtual mall to Client's  specifications for a period of two years from the date
of this Agreement.

         E.        Official  Notices.  All  official   communications  or  legal
notices shall be given in writing by registered or certified mail,  addressed to
the respective  party at the postal  address or other  address(es) as each party
may  hereafter  designate in writing,  or when sent by  facsimile  transmission,
charges prepaid. The present addresses of the parties are as follows:
<PAGE>
                                CYBERMALLS, INC.
                          268 West 400 South, Ste, 200
                                 (801) 575-8073
                              (801) 575-8092 (fax)
                        Attn: Nathan Tippetts, President

                                      and,

                         BRIA COMMUNICATIONS CORPORATION
                                      and,
                              CYBER FOOTBALL, INC.
                              1471-17 Newport Ave.,
                              Neponsit, N.Y. 11694
                                  718-318-1535
                               718-945-1044 (fax)
                       Attn: Richard Lifschutz, President

2.       Confidentiality of Proprietary Information:

         A.  Confidential  Information.  For  the  purpose  of  this  Agreement,
         "confidential  information"  shall  include  any trade  secret,  inside
         information or  proprietary  information,  including  technical data or
         know-how, plans of operation, diagrams, drawings, photographs, pictures
         or  any  patent  rights,  copyrights,  trademarks,  service  marks,  or
         licensing rights to any and all designs, design changes,  improvements,
         or  modifications  to any of the  products  or  services  of any of the
         parties.  Confidential information also includes other information that
         the parties know is  confidential  or that a  reasonable  person in the
         position of the parties  would have reason to believe is  confidential.
         Confidential  Information  shall further  include such  information  as
         designated by the parties herein,  including  Client's  Information and
         CyberMalls' Information.

         B.  The Client  Information.  In connection with the performance of its
          obligations  under the Agreement,  CyberMalls or its associates may be
          provided  copies,  or access to originals,  of financial  information,
          business  plans,  customer  and  supplier  lists,  records  concerning
          technical  processes,  computer  hardware and  software,  research and
          development  data,  product lists,  product designs and drawings,  new
          product  ideas,  and  other  information  concerning  Client  and  its
          business,  much of which is confidential  and proprietary (the "Client
          Information").

         C. The CyberMalls  Information.  In connection  with the performance of
         its obligations  under this Agreement,  Client or its associates may be
         provided  copies,  or access to  originals,  of financial  information,
         business  plans,   customer  and  supplier  lists,  records  concerning
         technical   processes,   computer  hardware  or  software,   and  other
         information  concerning  CyberMalls and its business,  much of which is
         confidential and proprietary (the "CyberMalls Information").
<PAGE>
         D.  The  parties  agree  not  to  use  or  disclose  any   confidential
         information  for any purpose  except to carry out the  purposes of this
         Agreement.  The parties  further agree to limit internal  disclosure of
         confidential information on a need to know basis to those key executive
         officers,  legal and  accounting  advisors,  and any necessary  parties
         involved in the  development of CFI's virtual mall. The parties warrant
         that all such  individuals have been or will be advised of and agree to
         adhere to the confidentiality provisions of this Agreement. The parties
         also agree to hold confidential information in the strictest confidence
         and to take all reasonable  measures to protect the  confidentiality of
         and avoid unauthorized disclosure of any confidential information.

         E.  The confidentiality obligations imposed by this Agreement shall not
          apply to material and information if:

                  1.        Such material or information is in the public domain
                            at the time of  disclosure,  through no wrongful act
                            of the receiving party; or

                  2.        Such material or information  is generally  known to
                            the  receiving  party  at  the  time  of  disclosure
                            without obligation  concerning its  confidentiality;
                            or

                  3.        Such material or information is furnished to a third
                            party by the  original  possessor  thereof  under no
                            obligation of confidentiality.

         F. Unless  otherwise  approved in writing by an officer of  CyberMalls,
         any data,  products,  technology  or  information  on any other person,
         entity,  organization,  or thing  obtained  by  Client  or CFI  through
         WebSafari(TM) Distributed Database, or its other services, is to remain
         the sole property of CyberMalls  and shall be used only in  conjunction
         with and/or within the scope of this Agreement  explicitly with respect
         to the business relationship between the parties.

         G. The  parties  understand  and agree  that the  breach or  threatened
         breach of the agreement not to disclose  confidential  information  may
         cause  irreparable  injury  to  the  violated  party.  Accordingly,  in
         addition to any other relief to which the parties may be entitled,  the
         parties agree that the violated party shall be entitled,  without proof
         of  damages,  or  posting  of a bond,  to  pursue a remedy at law or in
         equity  for  any  damages  resulting  therefrom,  including  injunctive
         relief.

         H. All restrictions on the use or disclosure of proprietary information
         contained  herein  shall  remain  in  effect  during  the  term of this
         Agreement  and shall  continue for a period of five (5) years after the
         expiration or termination of this Agreement.

3.        Arbitration.  All disputes that cannot be settled  between the parties
together  under this  Agreement,  shall be settled by  arbitration in accordance
with the rules of the American Arbitration Association then controlling.

         A.  Disputes  Shall Not  Affect  Agreement:  Disputes,  differences  or
         controversies  between  the parties  during the term of this  Agreement
         shall not interrupt performance of this Agreement.  In the event of any
         such dispute,  difference or controversy,  CyberMalls and WebSafari(TM)
         shall  continue  to  perform  on  behalf  of  Client  and/or  CFI,  and
         settlements  and payments  shall be made in the same manner as prior to
         such dispute,  difference or  controversy,  until the matter in dispute
         has been finally determined between the parties.

4.       Termination of Agreement:

         A.        Breach:  Termination of this Agreement prior to conclusion of
          the two (2) year  development or viability  period shall be considered
          breach of this Agreement. The non-breaching party shall have the right
          to recover all relevant damages  associated with breach in a competent
          court of law, according to the provisions of this Agreement.

         B.        Failure to Remit  Expenses:  The continued lack of payment by
          Client  and/or  CFI  for a  period  of 60  continuous  days  shall  be
          considered a breach of this Agreement.

         C.        Costs Due Upon  Breach:  Notwithstanding  the  breach of this
          Agreement by either party,  CyberMalls shall be entitled to receipt of
          all fees, hard costs,  compensation  and expenses  incurred for actual
          work  performed at its normal  consulting  rates,  and shall retain or
          continue to be entitled to any stock either issued or authorized to be
          issued to CyberMalls or its designees.

6.       Modification of Agreement:

         A.        Written Modifications: Written communications from CyberMalls
          to Client  modifying terms of this Agreement are valid and enforceable
          when signed by all parties,  their  successors  and/or assigns to this
          Agreement.
<PAGE>
7.       Controlling Laws of Agreement:

         A.        Best  Efforts  Basis:  CyberMalls  agrees that it will at all
          times faithfully, to the best of its experience,  ability and talents,
          perform all the duties  that may be  required  of and from  CyberMalls
          pursuant to the terms of this Agreement. CyberMalls does not guarantee
          that its efforts will have any impact on Client's business or that any
          subsequent financial improvement will result from CyberMalls' efforts.
          Client  understands  and  acknowledges  that the success or failure of
          CyberMalls'   efforts  will  be  predicated  on  Client's  assets  and
          operating results.

         B.        Binding  Law:  This  Agreement  shall be subject to all valid
          applicable laws, rules and regulations of the State of Utah and of the
          United  States.  In  the  event  that  this  Agreement,   any  of  its
          provisions,  or its outlined  operations are found to be  inconsistent
          with or contrary to any such laws,  rules or  regulations,  the latter
          shall  control.   Furthermore,   if  commercially  practicable,   this
          Agreement shall be considered modified  accordingly and shall continue
          in full force and effect as so modified.

                  1.       In  the  event  of   litigation   or  other   dispute
                           resolution,  disputes,  differences, or controversies
                           shall be heard in a court of  competent  jurisdiction
                           within the State of Utah, in Salt Lake County, Utah.

         C.        Entire Agreement:  This Agreement shall constitute the entire
          Agreement  between the  parties  herein  unless  modified by a written
          amendment  signed  by  all of  the  parties  or  their  successors  in
          interest,  or unless superseded by any supplemental Purchase Agreement
          entered  into  by  the  parties.   There  are  no  other   agreements,
          undertakings,  restrictions,  representations  or warranties among the
          parties other than those  described and provided for in this Agreement
          and expressly signed by each party herein . D. Waiver:  Client and CFI
          agree that CyberMalls'  failure to enforce any provision or provisions
          of this  Agreement  shall not in any way be  construed  as a waiver of
          that  provision  or  provisions,   nor  shall  such  failure   prevent
          CyberMalls from thereafter  enforcing each and every provision of this
          Agreement.

8.       Non-Circumvention:

         A.        Non-Circumvention:  Client agrees that it will not enter into
          any transaction involving a business opportunity  introduced to Client
          or CFI by  CyberMalls  without  compensating  CyberMalls  as  required
          hereunder.  Such  transaction  will be  construed  as  breach  of this
          Agreement.  Client and CFI further agree that any  unauthorized use of
          any proprietary  information  whether accidental or otherwise shall be
          construed  as  intentional  and shall be  considered  a breach of this
          Agreement.

9.       Due  Diligence:  The parties  herein agree to mutually  cooperate with
each other  concerning any reasonable  requests with respect to pursuing  proper
and necessary due diligence.
<PAGE>
10.      Client's Representations: Client represents, warrants and covenants to
CyberMalls  that each of the  following  are true and complete as of the date of
this Agreement:

         A.      Client is a corporation  organized,  validly  existing,  and in
          good  standing  under the laws of the state of New  Jersey,  with full
          corporate   power  and  authority   and  all  necessary   governmental
          authorization  to own,  lease and  operate  property  and carry on its
          business as it is now being conducted.

        B.       Client is qualified  to do business in and is in good  standing
          in every  jurisdiction  in which  the  nature of its  business  or the
          property owned or leased by it makes such qualifications necessary.

11.       Consents  and  Authorizations:   Any  consent,   approval,   order  or
authorization of, or registration,  declaration,  compliance with or filing with
any  governmental  or  regulatory  authority  required  in  connection  with the
execution and delivery of this Agreement to permit the  consummation  by Client,
CFI and  CyberMalls of the  transactions  described in this  Agreement  shall be
accomplished  in a timely  manner and in  accordance  with all federal and state
laws where applicable.

12.       No  Litigation  Pending:  There  are  no  judicial  or  administrative
actions,  suits,  proceedings or investigations  pending or, to the knowledge of
Client, threatened which may result in any liability on the part of Client other
than what has already been disclosed to CyberMalls.

13.       CyberMalls'   Disclosure:    CyberMalls   makes   no   warranties   or
representations  with  respect  to the  value or  potential  value  or  earnings
potential, of the CFI virtual mall.

14.       Limitation of Assignment:  Neither Client nor CFI will transfer, sell,
hypothecate, assign or distribute any of the assets currently in its possession,
including  the CFI common  stock,  except upon the  express,  written and signed
agreement by all of the parties to this Agreement,  and will continue operations
in  substantially  the same manner as it is  presently  functioning,  until this
Agreement has been consummated.

15.       Attorney  Fees:  In the event  that any court  proceeding  or  dispute
resolution procedure is brought under or in connection with this Agreement,  the
prevailing  party in such proceeding shall be entitled to recover from the other
party all costs,  expenses and  reasonable  attorneys'  fees  incidental to such
legal action.  The term  "prevailing  party" as defined in this Agreement  shall
mean the  party in  whose  favor a final  judgment  or  award on the  merits  is
entered.  The prevailing  party may apply to the court or the person(s) or board
in charge of the  proceeding,  for an award of costs,  expenses  and  reasonable
attorneys' fees.
<PAGE>
16.      Future Taxes:

         A. CyberMalls,  Inc. is not responsible for taxes on Virtual  Property:
         The parties also acknowledge  that in the future,  virtual malls may be
         subjected to a variety of tax  obligations  from one or more regulatory
         or governmental  agencies.  It is understood that should virtual malls,
         as defined and described in this  Agreement,  be assessed or obliged to
         pay  additional  taxes  beyond  what are  assessed  at the date of this
         Agreement,  virtual  mall owner shall  assume  responsibility  for such
         taxes  associated  with  construction,  development,  operation  and/or
         revenues derived therefrom.  Client and CFI acknowledge that CyberMalls
         shall not be liable to pay any future tax  assessments  associated with
         virtual mall.

17.       Facsimile Counterparts:  If a party signs this Agreement 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  Agreement.  Further,  this  Agreement  may  be  executed  in
counterparts.

AGREED TO this 31st day of August, 1996 by the parties herein.


CyberMalls, Inc.                             BRIA Communications Corporation
                                                            and,
                                                   Cyber Football, Inc.



/s/Nathan Tippetts                                        /s/Richard Lifschutz
Nathan Tippetts, President                        Richard Lifschutz, President
<PAGE>
                                    10(i)(k)
<PAGE>
                         FINANCIAL CONSULTING AGREEMENT

         This  Financial  Consulting  Agreement  ("Agreement")  is made  between
Canton Financial Services  Corporation,  a Nevada corporation ("CFS") and, Cyber
Football, Inc., a Nevada corporation ("Client") with respect to the following:

                                    RECITALS

         WHEREAS,   CFS  is  in  the  business  of  providing  general  business
consulting services to privately held and publicly held corporations; and

         WHEREAS,  Client is in the business of marketing and promoting products
and services  that are related to the sport of football and wishes to retain the
consulting services of CFS for Client's initial capital acquisition  pursuant to
forming a public corporation; and


                                   DEFINITIONS

          1.       "The Act" refers to the  Securities  Act of 1933, as amended,
                   available upon request.

          2.       "Rule 504" refers to Rule 504 under The Act,  available  upon
                   request.

          3.       "SEC" refers to the Securities and Exchange Commission.

                                    AGREEMENT

         IN CONSIDERATION of the mutual promises made by CFS and Client, and the
terms and  conditions  hereafter  set forth,  the receipt  and  adequacy of such
consideration being mutually acknowledged, CFS and Client therefore agree to the
following:

1.       Terms of this Consulting Agreement:

          A.       Term:  The  initial  term  shall be for the period of one (1)
                   year ("Initial Term").

          B.       Consulting Services:  CFS will use its best efforts to assist
                   Client in the following services ("Consulting Services"):

                   1.       Achieving  the  requirements  of  becoming  a public
                            entity;
<PAGE>
                   2.       Applying the  techniques and preparing the documents
                            for raising  capital through a placement of Client's
                            stock or investment units under Rule 504, Regulation
                            D,  under  The Act,  including  but not  limited  to
                            preparation of necessary  documentation  to complete
                            the  offering  in  compliance  with  the  applicable
                            federal and state rules and regulations, preparation
                            of  a  due  diligence  file,  and  delivery  of  the
                            necessary forms to the SEC with the requisite number
                            of copies;

                   3.       Establishing an account with a transfer agency;

                   4.       Obtaining a CUSIP number;

                   5.       The  preparation and filing of a package as required
                            by Rule 15(c) 2-11 under The Act;

                   6.       Obtaining a trading quote of Client's equity;

                   7.       Notifying  market  makers to  develop  a market  for
                            Client's stock;

                   8.       Notifying  appropriate public relations and investor
                            relations services; and,

                   9.       Making  application  to  Standard  & Poor's to clear
                            client  securities for trading in states  allowing a
                            Standard & Poor's manual exemption.

          C.       Compensation:

                   1. In consideration for CFS's services,  as described herein,
                   Client shall pay to CFS 150,000  worth of BRIA  Communication
                   Corporation's  ("BRIA")  free-  trading  Class A Common Stock
                   (the "Stock").

                   2. In addition,  for the  creation,  development  and initial
                   servicing of the virtual mall,  Client shall equally  divided
                   the  proceeds  realized  from  said  Rule 504  Offering  with
                   CyberMalls,  Inc., (a sibling corporation of CFS) pursuant to
                   a Purchase Agreement, as attached hereto as Exhibit "A".

         D.        Expenses:

                   1. Client shall be responsible for all costs  associated with
                   the  completion  of the  Consulting  Services  that  are  not
                   directly due CFS. Such costs shall include  corporation  fees
                   and filing fees,  transfer agent fees, CUSIP number fee, fees
                   for the  audit  required  for the Rule  15(c)  2-11 and other
                   incidental  costs,  which  at the time of  execution  of this
                   Agreement  shall not exceed  $12,000 for the Initial  Term of
                   this  Agreement.  Any other  expenses  anticipated  to exceed
                   $1,000 shall be pre-approved by Client. Before any monies are
                   disbursed,  said  costs  shall  be  first  deducted  from the
                   proceeds from the Rule 504 Offering.
<PAGE>
                   2. All monies  realized  from the Rule 504 Offering  shall go
                   directly  into an  escrow  account  to be  determined  by the
                   parties  herein and shall be  disbursed  pursuant to specific
                   instructions.  Client  shall  assume  responsibility  for any
                   escrow expenses.

                  3. All time spent on each matter by any  subcontractor  of CFS
                  or any of its  subsidiaries,  shall be recorded and charged at
                  the  subcontractor's  hourly  rate.  In  the  event  that  any
                  compensation  and/or  expenses is not remitted  within  thirty
                  (30)  days,  the CFS  statement  detailing  such  compensation
                  and/or  expenses  shall  incur  interest  at  12%  per  annum,
                  compounded  annually.  At  Client's  option,   statements  for
                  compensation and/or expenses may be settled by the issuance of
                  additional  shares of the Client's  free-trading  common stock
                  valued at the bid and ask price on the date of the statement.

                   4. In the  event of a  dispute  over  expenses  to be paid by
                   Client  to CFS,  Client  shall  present  CFS  with a  written
                   document detailing the nature of the dispute.  CFS and Client
                   shall first  attempt to resolve the matter among  themselves.
                   If, after 30 days from the date of Client's  dispute  letter,
                   the matter  has not been  resolved  in writing  and signed by
                   both  parties,  it shall next be  submitted  to  arbitration,
                   outlined in Section 3 herein.

                  5. In addition to the expenses  disclosed  in Section  1(D)(1)
                  above,  Client  shall  be  responsible  for its  own  expenses
                  related to but not limited to, legal  counsel,  accounting and
                  auditing expenses,  travel and any other expenses it incurs on
                  its own behalf.

         E.  Extensions and Renewals.  This Agreement may be terminated  earlier
         than the Initial Term if the Consulting Services are completed prior to
         the expiration of this time period. Notice of early termination must be
         provided by CFS to Client in writing  within a  reasonable  time.  This
         Agreement  may be extended  ("Extension  Period")  on a  month-to-month
         basis  by  mutual  agreement  of  the  parties,  following  a  mutually
         negotiated, written amendment to this Agreement specifying the new time
         period, terms of the Amendment and CFS's compensation for the Extension
         Period.  Notice  by  CFS  of  early  termination,  or  mutually  agreed
         extension amendment must comply with Section 1-D.

          F.  Official  Notices:  All official  communications  or legal notices
          shall be given in writing by registered or certified  mail,  addressed
          to the respective party at the postal address or other  address(es) as
          each  party  may  hereafter  designate  in  writing,  or when  sent by
          facsimile transmission,  charges prepaid. The present addresses of the
          parties are as follows:
<PAGE>
                      CANTON FINANCIAL SERVICES CORPORATION
                          268 West 400 South, Suite 300
                           Salt Lake City, Utah 84101
                            Telephone: (801) 575-8073
                            Facsimile: (801) 575-8092
                         Attn: Richard Surber, President

                                      AND,

                              CYBER FOOTBALL, INC.
                               147-17 Newport Ave.
                              Neponsit, N.Y. 11694
                                  718-318-1535
                               718-945-1044 (fax)
                       Attn: Richard Lifschutz, President

2.       Confidentiality of Proprietary Information:

         A.       Confidential Information:

                  1.   "Confidential    Information"   means   any   proprietary
                  information, technical data or know-how disclosed to Client by
                  CFS,  either  directly or  indirectly in writing,  orally,  by
                  drawing,   or  by   inspection   or  other   tangible   items.
                  Confidential  information shall include,  without  limitation,
                  all business,  product,  research and  financial  plans of CFS
                  disclosed to or discussed with Client.

                  2. Client  agrees not to use any of CFS's or any of its parent
                  or  sibling  companies'  ("CFS  and  Companies")  confidential
                  information  for its own  uses or for any  purpose  except  to
                  carry out  discussions  or a  business  understanding  between
                  Client and CFS and Companies.

                  3.  Client  agrees not to disclose  any of CFS and  Companies'
                  confidential  information  to any third  party and,  that they
                  will take all  reasonable  measures  to protect the secrecy of
                  and avoid disclosure or use of CFS and companies' confidential
                  information.
<PAGE>
                   4.  Client   acknowledges  that  nothing  contained  in  this
                   Agreement  will be  construed  as  granting  any  rights,  by
                   license or otherwise,  to any of CFS' or any of its parent or
                   sibling  companies'  confidential   information,   except  as
                   specified in this Agreement.

                   5. CFS agrees to be bound by all of the above terms contained
                   in this  Section with  regards to Client's  confidential  and
                   proprietary information that may be obtained in the course of
                   this Agreement.

         B.        Limitation of Liability for Non-Party Disclosures:  CFS shall
          have no liability to the Client with respect to the use or  disclosure
          to others not party to this Agreement,  of such information as CFS can
          establish to:

                   1.       Have been publicly known;

                   2.       Have become known, without fault on the part of CFS,
                            subsequent   to   disclosure   by   Client  of  such
                            information to CFS;

                   3.       Have   been   otherwise   known  by  CFS   prior  to
                            communication   by  the   Client   to  CFS  of  such
                            information; or

                   4.       Have been  received by CFS at any time from a source
                            other than Client lawfully having possession of such
                            information.

         C.         Unauthorized  Use: Both parties agree that any  unauthorized
          use of any  proprietary  information  whether  accidental or otherwise
          shall be construed as intentional  and shall be considered a breach of
          this Agreement.

3.       Arbitration:

         A. All  disputes  that cannot be settled  between the parties  together
         under this  Agreement,  shall be settled by  arbitration  in accordance
         with  the  rules  of  the   American   Arbitration   Association   then
         controlling.

          B.  Disputes  Shall Not Affect  Agreement:  Disputes,  differences  or
          controversies  between the parties  during the term of this  Agreement
          shall not interrupt performance of this Agreement.

                    1.       In the  event of any such  dispute,  difference  or
                             controversy  this agreement shall continue to be in
                             full force,  and  settlements and payments shall be
                             made in the same  manner as prior to such  dispute,
                             difference  or  controversy,  until  the  matter in
                             dispute  has been  finally  determined  between the
                             parties.
<PAGE>
4.       Termination of Agreement:

          A. Breach:  Termination of this Agreement prior to conclusion of the 1
          year term shall be considered breach of this Agreement.

          B. Failure to Remit Expenses:  The continued lack of payment by Client
          for a period of 60  continuous  days pursuant to Section 1(E) shall be
          considered a breach of this Agreement and shall,  at Canton's  option,
          be valid grounds to terminate this Agreement.

          C. Costs Due Upon Breach: Notwithstanding the breach of this Agreement
          by Client,  CFS shall be entitled to receipt of all fees,  hard costs,
          compensation  and expenses  incurred for actual work  performed at its
          normal consulting rates and shall continue to be entitled to any stock
          either issued or authorized to be issued to CFS or its designees.

5.  Legal  Counsel  Understanding:  CFS  is  not a law  firm;  neither  is it an
accounting  firm.  Although  CFS  retains the  services of legal and  accounting
professionals  to better  enable  CFS to  provide  consulting  services,  Client
understands that it has not, nor will it, construe any of CFS's  representations
to be statements of law.  Client agrees that it is incumbent upon it to seek and
continue to seek the independent advice of legal and financial counsel regarding
all  material  aspects  of the  transactions  contemplated  by  this  Agreement,
including the review of all documents  provided by CFS to Client as well as with
respect to all  opportunities CFS may introduce to Client.  Client  acknowledges
that no  representation  or  warranty  has been given to Client by CFS as to any
legal,  tax,   accounting,   financial  or  other  aspect  of  the  transactions
contemplated by this Agreement.

6.       Controlling Laws of Agreement:

         A. Best Efforts Basis: CFS agrees that it will at all times faithfully,
         to the best of its  experience,  ability and  talents,  perform all the
         duties that may be  required  of and from CFS  pursuant to the terms of
         this  Agreement.  CFS does not guarantee that its efforts will have any
         impact  on  Client's   business  or  that  any   subsequent   financial
         improvement  will result from CFS's  efforts.  Client  understands  and
         acknowledges  that the  success  or failure  of CFS's  efforts  will be
         predicated on Client's assets and operating results.

         B. Binding Law: This Agreement shall be subject to all valid applicable
         laws,  rules and  regulations  of the  State of Utah and of the  United
         States. In the event that this Agreement, any of its provisions, or its
         outlined  operations are found to be  inconsistent  with or contrary to
         any  such  laws,  rules  or  regulations,  the  latter  shall  control.
         Furthermore,  if  commercially  practicable,  this  Agreement  shall be
         considered  modified  accordingly  and shall continue in full force and
         effect as so modified.
<PAGE>
                   1.        Both  parties  reserve  the right to meet  within a
                             reasonable   time   and   discuss   any   necessary
                             amendments  or  modifications  should the  modified
                             Agreement not be  commercially  practicable  in the
                             opinion of either party's legal counsel.

                   2.        In  the  event  of   litigation  or  other  dispute
                             resolution,  this Agreement  shall be controlled by
                             the laws of the State of Utah.

                   3.        In  the  event  of  dispute  resolution,  disputes,
                             differences, or controversies shall be heard in the
                             venue  of the  State of Utah,  in Salt  Lake  City,
                             Utah.

         C.  Entire  Agreement:  This  Agreement  shall  constitute  the  entire
         Agreement  between the parties unless  modified by a written  amendment
         signed by all of the parties or their successors in interest. There are
         no other agreements,  undertakings,  restrictions,  representations  or
         warranties  among the parties  other than those  described and provided
         for in this Agreement and expressly signed by the parties herein.


          D. Waiver:  Client  agrees that CFS's failure to enforce any provision
          or provisions of this Agreement shall not in any way be construed as a
          waiver of that provision or provisions, nor shall such failure prevent
          CFS  from  thereafter  enforcing  each  and  every  provision  of this
          Agreement.

7.       Non-Circumvention:

         A.  Non-Circumvention:  Client  agrees that neither will enter into any
         transaction involving a business opportunity  introduced by CFS without
         compensating  CFS as  required  hereunder.  Such  transaction  will  be
         construed as breach of this  Agreement.  Client further agrees that any
         unauthorized use of any proprietary  information  whether accidental or
         otherwise  shall be construed as intentional  and shall be considered a
         breach of this Agreement.

8.        Due  Diligence:  The parties  herein agree to mutually  cooperate with
each other  concerning any reasonable  requests with respect to pursuing  proper
and necessary due diligence.

9.        Parties' Representations:  Client represents to CFS and CFS represents
to Client  that each of the  following  are true and  complete as of the date of
this Agreement:
<PAGE>
          A. Client and CFS are corporations organized, validly existing, and in
          good standing under the laws of the state(s) of their  incorporations,
          with full corporate power and authority and all necessary governmental
          authorization  to own,  lease and operate  property and carry on their
          businesses  as  they  are  now  being  conducted.  Client  and CFS are
          qualified  to do  business  in  and  are in  good  standing  in  every
          jurisdiction   in  which  the  nature  of  their   businesses  or  the
          property(ies)  owned  or  leased  by them  makes  such  qualifications
          necessary.

10. CFS is not an Agent or  Employee  of Client:  CFS's  obligations  under this
Agreement consist solely of the services previously described. In no event shall
CFS be considered to act as an employee or agent of Client  otherwise  represent
or bind  Client.  For the  purposes  of this  Agreement,  CFS is an  independent
contractor.  All final decisions with respect to acts of Client,  whether or not
made  pursuant to or in reliance on  information  or advice  furnished by CFS in
this Agreement,  shall be those of Client, CFS's employees or agents shall under
no  circumstances  be liable  for any  expense or loss  incurred  by Client as a
consequence of such action or decisions.

11. Attorney Fees: In the event that any court proceeding or dispute  resolution
procedure is brought under or in connection with this Agreement,  the prevailing
party in such  proceeding  (whether on trial or on appeal)  shall be entitled to
recover from the other party all costs,  expenses and reasonable attorneys' fees
incidental to such legal action.  The term "prevailing party" as defined in this
Agreement  shall mean the party in whose favor a final  judgment or award on the
merits is entered.  The prevailing party may apply to the court or the person(s)
or board in  charge  of the  proceeding,  for an award of  costs,  expenses  and
reasonable attorneys' fees.

12. Limitation of Assignment: Within the scope of this Agreement,  subsequent to
this  transaction,  Client will not transfer,  sell, assign or distribute any of
the assets currently in its possession,  including its common stock,  that would
materially  alter or affect CFS's interest or relationship  with Client,  except
upon the express, written and signed agreement by all the parties herein.

13.  Facsimile  Counterparts:  If a party signs this  Agreement 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  Agreement.  Further,  this  Agreement  may  be  executed  in
counterparts.

AGREED TO this 31st day of August, 1996.

Canton Financial Services Corporation                 CyberFootball, Inc.


/S/ Richard Surber                                   /S/Richard Lifschutz
------------------------                           ---------------------------
Richard Surber, President                          Richard Lifschutz, President
<PAGE>
                                   10 (i) (l)
<PAGE>
                         AGREEMENT FOR EXCHANGE OF STOCK

     This Agreement for the Exchange of Stock ("Agreement") is made effective as
of this 10th day of September,  1996, by and between Kingslawn  Offset,  Inc., a
New  York  corporation  ("KINGS")  and,  BRIA  Communications   Corporation,   a
publicly-traded New Jersey corporation ("BRIA"), with respect to the following:

                                    Recitals

     Whereas,  KINGS and its principal  shareholders desire to sell and transfer
to BRIA all of their right, title, and interest in and to all of the outstanding
shares of KINGS,  in exchange  for  certain  shares of BRIA  restricted  Class A
common stock described herein; and

     Whereas,  BRIA is  desirous  of  acquiring  the shares and the assets to be
conveyed by KINGS,  for the  consideration  and upon the terms and conditions as
set forth below; and

     Whereas, the parties desire to make this transaction a tax-free exchange of
stock under the tax laws of the United States, insofar as possible.

                                    Agreement

      Now, Therefore, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties have agreed as follows:

1.  Consideration,  Sale, Exchange of shares. At the closing herein ("Closing"),
KINGS agrees to sell, assign,  transfer and convey,  exclusively to BRIA, all of
KINGS' right,  title, and interest,  in and to all of the outstanding  shares of
stock of KINGS, of any and all class or classes, together with all of the assets
of  KINGS  of  any  kind,  whether  real  or  personal   property,   proprietary
information,  equipment,  technology,  drawings,  production know how,  software
sources; customer lists and existing customer contracts;  trade name, good will,
books,  records,  and  financial  information  about the company,  and the like,
whether in written or verbal form.

      At closing, BRIA will issue to KINGS or its assigns, $1.5 million worth of
its  restricted  Class A common stock,  restricted  pursuant to SEC Rule 144, at
$.75 per  share.  Yosef M.  Shimron  ("Shimron"),  as  Prescient  and  principal
shareholder  in KINGS,  shall have a lien in the amount of  $500,000  on all the
equipment and fixtures presently in the possession of the Kingslawn Offset, Inc.
Shimron shall have the option of  converting  the lien to BRIA's common stock at
$.75 per  share.  From and  after  closing,  KINGS  will  become a  wholly-owned
subsidiary of BRIA, and the name of Kingslawn Offset,  Inc. will duly be changed
to "NEW YORK PRINTING GROUP" ("NYPG").

2.     Representation and Warranties of Kingslawn Offset,  Inc. KINGS represents
and warrants that:

       a. Its shareholders ("shareholders") are citizens of the United States of
       America.

      b.  Shareholders  are  acquiring  the Shares for their own account and not
with a view to any  distribution  within the  meaning of the  Securities  Act of
1933, as amended (the "Act").  As "Purchaser",  they  acknowledge that they have
been  advised  and are aware that (i) the Company  ("BRIA")  is relying  upon an
exemption  under the Act predicated  upon the  Purchaser's  representations  and
warranties  contained  in this  Agreement,  and (ii) the  Shares  issued  to the
Purchaser  pursuant to this  Agreement  will be  "restricted  stock"  within the
meaning of the rules and  regulations  (the "Rules")  promulgated  by the United
States Securities and Exchange  Commission  ("SEC") pursuant to the Act. Unless,
and  until,  the Shares are  registered  under the Act,  they will be subject to
limitations  upon  resale  set  forth in the  Rules  or in other  administrative
interpretations  by the SEC in effect at the time of the proposed  sale or other
disposition.
<PAGE>
      c. Purchaser has received all of the information  they consider  necessary
or appropriate  for  determining  whether to acquire the Shares pursuant to this
Exchange.  Purchasers  are  familiar  with  the  business,  affairs,  risks  and
properties of BRIA.  Purchasers  have had an opportunity to ask questions of and
receive  answers  from,  the  Company,  and its  officers,  directors  and other
representatives  regarding  the  Company  and the  terms and  conditions  of the
offering  of the  Shares.  Purchasers  have had the  opportunity  to obtain  any
additional   information   the  Company   possesses  or  could  acquire  without
unreasonable  effort  or  expense,  necessary  to  verify  the  accuracy  of the
information furnished.

      d.  Purchasers have such knowledge and expertise in financial and business
matters that they are capable of evaluating the merits and substantial  risks of
an investment in the Shares and are able to bear the economic  risks relevant to
the purchase of the Shares hereunder.

      e. Purchasers are relying solely upon independent  consultation with their
professional,  legal, tax and accounting  advisors and such others as Purchasers
deem to be appropriate in purchasing  the Shares;  Purchasers  have been advised
to, and have  consulted  with,  their  professional  tax and legal advisors with
respect to any tax consequences of investing in the Company.

      f.  Purchasers  recognize  that an  investment  in the  securities  of the
Company  involves  substantial  risk and  understands  all of the  risk  factors
related to the purchase of the Shares.

      g.   Purchasers understand that there may be no market for the Shares.

      h.  Purchasers'  financial  condition is such that Purchasers are under no
present or  contemplated  future  need to  dispose  of any  portion of Shares to
satisfy any existing or contemplated undertaking, need or indebtedness.

      i.  Without  in any way  limiting  the  representation  set  forth  above,
Purchasers  further agree not to make any  disposition  of all or any portion of
the Shares unless and until:

           (1) There is then in effect a  registration  statement  under the Act
covering such proposed  disposition  and such  disposition is made in accordance
with such registration statement; or

           (2)  Purchasers  shall have  notified  the  Company  of the  proposed
disposition  and shall have  furnished the Company with a detailed  statement of
the circumstances surrounding the proposed disposition,  and if requested by the
Company, Purchasers shall have furnished the Company with an opinion of counsel,
reasonably  satisfactory to the Company and its counsel,  that such  disposition
will not require registration under the Act.

       j. It is understood that the certificates evidencing the Shares will bear
       substantially the following legends:

           "The securities  evidenced  hereby have not been registered under the
           Securities  Act of 1933, as amended (the "Act") nor  qualified  under
           the securities  laws of any states,  and have been issued in reliance
           upon  exemptions  from  such   registration  and   qualification  for
           non-public  offerings.   Accordingly,  the  sale,  transfer,  pledge,
           hypothecation,  or other  disposition  of any such  securities or any
           interest  therein  may  not be  accomplished  except  pursuant  to an
           effective  registration  statement  under  the Act and  qualification
           under  applicable State securities laws, or pursuant to an opinion of
           counsel,  satisfactory  in form and  substance  to the Company to the
           effect that such registration and qualification are not required."

      k. The  Purchasers  confer full authority upon the Company (i) to instruct
its  transfer  agent not to  transfer  any of the Shares  until it has  received
written  approval from the Company and (ii) affix the legend in subparagraph (j)
above to the fact of the certificate or certificates representing the Shares.
<PAGE>
      l.  Purchasers  understand  that the Company is relying  upon  Purchasers'
representations  and warranties as contained in this  Agreement in  consummating
the sale and transfer of the Shares  without  registering  them under the Act or
any law. Therefore,  Purchasers agree to indemnify the Company against, and hold
it harmless  from,  all  losses,  liabilities,  costs,  penalties  and  expenses
(including attorney's fees) which arise as a result of a sale, exchange or other
transfer of the Shares other than as permitted under this Agreement.  Purchasers
further understand and agree that the Company will make an appropriate  notation
on its transfer records of the restrictions applicable to these Shares.

      m. KINGS has fully disclosed its financial condition to BRIA or its agent.
At closing,  the principal  shareholders  and management of KINGS will deliver a
certificate attesting, among other things, that there will have been no material
changes in the  condition  of the  business or its  finances as reflected in its
financial statements, which shall be delivered to BRIA at Closing and audited in
accordance with generally  accepted  accounting  principles;  that all corporate
authority  has been duly taken to enter into and close  this  transaction;  that
there are no material undisclosed liabilities, claims, or judgments against that
company;  and that all legal and  governmental  regulations or authorities  will
have  been  complied  with,  or  arrangements  made  for  compliance,  including
arrangements for any such outstanding liabilities, claims, or judgments.

3.     Representations  and Warranties of BRIA. The Company ("BRIA")  represents
and warrants that:

      a. The Company is a corporation duly organized, and validly existing under
the laws of the State of New Jersey, United States of America.

      b. The Company has all necessary  corporate  power and authority under the
laws  of New  Jersey  and  all  other  applicable  provisions  of law to own its
properties  and other  assets now owned by it, to carry on its  business  as now
being conducted, and to execute and deliver and carry out the provisions of this
Agreement.

      c. All corporate action on the part of the Company required for the lawful
execution  and  delivery  of this  Agreement  and the  issuance,  execution  and
delivery of the Shares has been duly and effectively  taken.  Upon execution and
delivery,  this Agreement will constitute a valid and binding  obligation of the
Company,  enforceable in accordance with its terms, except as the enforceability
may be limited by applicable bankruptcy, insolvency or similar laws and judicial
decisions affecting creditors' rights generally.

4.     Survival   of    Representations,    Warranties   and   Covenants.    The
representations, warranties and covenants made respectively by BRIA and KINGS in
this  Agreement  shall  survive the closing and the  exchange of the  respective
Shares called for hereunder.

5.     Miscellaneous.   The  following  miscellaneous  provisions,  standard  to
commercial contracts of this nature, are made part hereof:

      a.  In the  event  any one or more  of the  provisions  contained  in this
Agreement are for any reason held to be invalid, illegal or unenforceable in any
respect,  such invalidity,  illegality or unenforceability  shall not effect any
other provisions of this Agreement. This Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.

      b. This  Agreement  shall be binding  upon and inure to the benefit of the
parties  and their  respective  heirs,  legal  representatives,  successors  and
permitted  assigns.  The parties  may not  transfer or assign all or any part of
their rights or  obligations  except to the extent  expressly  permitted by this
Agreement.

      c. This  Agreement  constitutes  the entire  agreement  and  understanding
between the parties, and may not be modified or amended except in writing signed
by both parties.

      d. No term or  condition  of this  Agreement  shall be deemed to have been
waived  nor  shall  there be any  estoppel  to  enforce  any  provision  of this
Agreement except by written  instrument of the party charged with such waiver or
estoppel.
<PAGE>
       e.   This agreement shall be interpreted by Utah contract law.

       f.   This  agreement  may  be  executed  in  one  or  more  counterparts,
            including  electronic  mail  or  facsimile,  each  of  which  may be
            considered  an  original  copy  hereof.  6.  Closing.   The  closing
            hereunder  shall take place not later than sixty (60) days after the
            date of  execution  hereof,  at such time and  place as the  parties
            mutually agree.

7. Tax-free exchange.  Insofar as possible,  the parties agree that the exchange
of shares called for hereunder  shall be a tax-free  exchange under the tax laws
and the  Internal  Revenue  Code (as  amended) of the United  States,  and not a
purchase of assets.

8. Conditions to closing.  The closing called for hereunder shall be subject to,
among  other  things:  (a) the  delivery  to KINGS at  closing of the BRIA share
certificates and the accounting information called for herein, in GAAP form; (b)
the conduct of due diligence of KINGS by BRIA or its agent,  satisfactory to the
management of BRIA that the books,  records,  and assets of KINGS are in fact as
have been  represented;  (c)  resolutions by the boards of directors of BRIA and
KINGS ratifying this transaction.  This transaction is subject to BRIA accepting
KINGS's  financial  statements  as being  accurate,  forthright  and  materially
correct in  accordance  with the  representations  made by KINGS to BRIA and, an
accredited audit acceptable to BRIA.

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

                         BRIA Communications Corporation


                            By: /s/ Richard Lifschutz
                          Richard Lifschutz, President


                             Kingslawn Offset, Inc.


                             By: /s/Josef M. Shimron
                           Josef M. Shimron, President
<PAGE>
                                    10 (i)(m)
<PAGE>
                            STOCK EXCHANGE AGREEMENT
                           OMAP Holdings Incorporated

                              A Nevada Corporation

                                        &

                            BRIA Communications Corp.

                            A New Jersey Corporation

<PAGE>
                            STOCK EXCHANGE AGREEMENT

      This Stock Exchange Agreement  ("Agreement") is entered into this 20th day
of December,  1995,  by and between the  purchaser  OMAP  Holdings  Incorporated
("OMAP"),  a Nevada Corporation,  and seller,  BRIA Communications  Corp., a New
Jersey corporation ("BRIA").

      WHEREAS,  OMAP desires to acquire  from BRIA  appoximately  Three  Hundred
Seventy  Thousand,  Three Hundred  Seventy  (370,370)  restricted  shares of the
common stock of BRIA, in exchange for Seventy Thousand Five Hundred Eighty-eight
(70,588) shares of restricted shares of OMAP common stock.

      NOW  THEREFORE,  with the above  being  incorporated  into and made a part
hereof,  for the  mutual  consideration  set out herein  and,  the  receipt  and
sufficiency of which is hereby acknowleded, the parties agree as follows:

1. Exchange.  OMAP will in a tax free exchange,  acquire from BRIA Three Hundred
Seventy  Thousand,  Three Hundred  Seventy  (370,370)  restricted  shares of the
common stock of BRIA,  valued as of December  15, 1995 at $0.81 per share,  in a
tax free  exchange  wherein BRIA shall  acquire  Seventy  Thousand  Five Hundred
Eighty-eight  (70,588) shares of restricted shares of OMAP common stock,  valued
as of December 15, 1995 at $4.25 per shares of restricted OMAP common stock.

2.     Exchange  of Shares.  On or before  the  closing  date,  set herein to be
December 24, 1995, the above mentioned shares are to be exchanged.

3.     Termination.  This  Agreement  may be terminated at any time prior to the
Closing Date:

      A.   By BRIA or OMAP:

                (1) If  there  shall  be any  actual  or  threatened  action  or
           proceeding  by or before  any court or any  other  governmental  body
           which  shall  seek  to  restrain,   prohibit,   or   invalidate   the
           transactions  contemplated  by  this  Agreement  and  which,  in  the
           judgment of such Board of  Directors  made in good  faith,  and based
           upon the advice of legal  counsel,  makes it  inadvisable  to proceed
           with the transactions comtemplated by this Agreement; or

                (2) If the Closing shall not have occurred prior to December 29,
           1995,  or such  later  date as shall  have been  approved  by parties
           hereto, other than for reasons set forth herein.

      B.   By BRIA:

                (1) If OMAP shall fail to comply in any  material  respect  with
           any of  its or  their  covenants  or  agreements  contained  in  this
           Agreement  or if any of the  representations  or  warranties  of BRIA
           contained herein shall be inaccurate in any material respect; or

      C.   By OMAP:

                (1) If BRIA shall fail to comply in any  material  respect  with
           any of its covenants or agreements  contained in this Agreement or is
           any of the  representations  or warranties of BRIA  contained  herein
           shall be inaccurate in any material respect;

      In the event this Agreement is terminated pursuant to this Paragraph, this
Agreement  shall be of no further  force or effect,  no  obligation,  right,  or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting,  printing, and other costs incurred in connection with
negotiation,  preparation,  and execution of this Agreement and the  transaction
herein contemplated.
<PAGE>
4.  Representations  and Warranties of BRIA. BRIA hereby represents and warrants
that effective this date and the Closing Date, the following representations are
true and correct:

       A.   Corporate Authority. BRIA has the full corporate power and authority
            to enter  into  this  Agreement  and to carry  out the  transactions
            contemplated by this  Agreement.  The Board of Directors of OMAP had
            duly  authorized  the execution  delivery,  and  performance of this
            Agreement.

       B.   Financial Statements. The latest 10-Q report ("BRIAFinancials") have
            been given to OMAP prior to closing.

       C.   No Conflict With Other Instruments. The executiont of this Agreement
            will not  violate or breach  any  document,  instrument,  agreement,
            contract,  or  commitment  material to the business of BRIA to which
            BRIA is a party and has been duly  authorized by all appropriate and
            necessary action.

       D.   Information.  The  information  concerning BRIA as set forth in this
            Agreement and in the BRIA Financials is complete and accurate in all
            material  respects  and does not contain any untrue  statement  of a
            material  fact or omit to state a material fact required to make the
            statements made in light of the circumstatnces under which they were
            made not misleading.

       E.   Deliverance of Shares. As of the Closing Date, the BRIA Shares to be
            delivered  to OMAP  will be  restricted  and  constitute  valid  and
            legally  issued shares of BRIA,  fully paid and  non-assessable  and
            equivalent  in all  respects  to all other  issued  and  outstanding
            shares of BRIA restricted stock.

       F.   No Conflict with Other  Instrument.  The execution of this Agreement
            will not  violate or breach  any  document,  instrument,  agreement,
            contract or commitment material to BRIA.

       G.   Information.  The information  concerning BRIA and set forth in this
            Agreement,  is complete and  accurate in all  material  respects and
            does not contain any untrue  statement of a material fact or omit to
            state a material fact required to make the statements made, in light
            of the circumstances under which they were made, not misleading.

       H.   Restricted  Shares.  The shares of OMAP common stock which are being
            acquired  are  being   acquired  for  BRIA's  own  account  and  for
            investment and not with a view to the public resale or  distribution
            thereof.  BRIA will not sell,  transfer or otherwise  dispose of the
            OMAP Shares are  "restricted  securities" as that term is defined in
            Rule 144 of the General Rules and  Regulations  under the Act ("Rule
            144").

                BRIA  acknowledged  and  understands  that the OMAP  Shares  are
           unregistered  in reliance of Section 4(2) of the Act and must be held
           indefinitely unless they are subsequently registered under the Act or
           an exemption from such registration is available.

                BRIA is fully aware of the  applicable  limitation on the resale
           of the OMAP  Shares.  These  restrictions  for the most  part are set
           forth in Rule 144. Rule 144 permits sales of "restricted  securities"
           upon  compliance  with the  requirements of such rule, If Rule 144 is
           available to BRIA,  BRIA may make only routine sales of securities in
           limited amounts,  in accordance with the terms and conditions of that
           Rule.

                If a separate  exemption from registration is available to BRIA,
           such as Regulation  S, BRIA shall only make sales in accordance  with
           the terms and condiditons of that Regulation.
<PAGE>
5.    Representations and Warranties of OMAP.

      OMAP hereby  represents  and warrants  that,  effective  this date and the
      Closing Date, the representations and warranties listed below are true and
      correct.

       A.   Corporate Authority. OMAP has the full corporate power and authority
            to  enter  into  this  Agreement  and to carr  out the  transactions
            contemplated by this  Agreement.  The Board of Directors of OMAP has
            duly  authorized the execution,  delivery,  and  performance of this
            Agreement.

       B.   Financial  Statements.  The latest 10-Q report  ("OMAP  Financials")
            have been given to BRIA prior to closing.
      
       C.   No Conflict With Other Instruments.  The execution of this Agreement
            will not  violate or breach  any  document,  instrument,  agreement,
            contract,  or  commitment  material to the business of OMAP to which
            OMAP is party and has been duly  authorized by all  appropriate  and
            necessary action.

       D.   Information.  The  information  concerning OMAP as set forth in this
            Agreement and in the OMAP  Financial is complete and accurate in all
            material  respects  and does not contain any untrue  statement  of a
            material  fact or omit to state a material fact required to make the
            statements made in light of the circumstances  under which they were
            made not misleading.

       E.   Deliverance of Shares. As of the Closing Date, the OMAP Shares to be
            deliverd to BRIA will be restricted and constitute valid and legally
            issued shares of OMAP, fully paid and  non-assessable and equivalent
            in all respects to all other issued and  outstanding  shares of OMAP
            rstricted stock.

       F.   No Conflict with Other  Instrument.  The execution of this Agreement
            will not  violate or breach  any  document,  instrument,  agreement,
            contract, or commitment material to OMAP.

       G.   Information.  The information  concerning OMAP and set forth in this
            Agreement,  is complete and  accurate in all  material  respects and
            does not contain any untrue  statement of a material fact or omit to
            state a material fact required to make the statements made, in light
            of the circumstances under which they were made, not misleading.

      H.   Restricted  Shares.  The shares of BRIA common  stock which are being
           acquired are being acquired for OMAP's own account and for investment
           and not with a view to the  public  resale or  distribution  thereof.
           OMAP will not sell,  transfer or otherwise dispose of the BRIA Shares
           except in compliance with the Securities Act of 1933, as amended (the
           "Act"),  and is aware the BRIA Shares are "restricted  securities" as
           that term is defined in Rule 144 of the General Rules and Regulations
           under the Act ("Rule 144").

                OMAP  acknowledges  and  understands  that the BRIA  Shares  are
           unregistered  in reliance of Seciton 4(2) of the Act and must be held
           indefinitely unless they are subsequently registered under the Act or
           an exemption from such registration is available.

                OMAP is fully aware of the  applicable  limitation on the resale
           of BRIA Shares. These restrictions for the most part are set forth in
           Rule 144.  Rule 144 permits  sales of  "restricted  securities"  upon
           compliance  with  the  requirements  of such  rule.  If  Rule  144 is
           available to OMAP,  OMAP may make only routine sales of securities in
           limited amounts, in accordance witht the terms and conditions of that
           Rule.

                If a separate  exemption from registration is available to OMAP,
           such as Regulation  S, Omap shall only make sales in accordance  with
           the terms and conditions of that Regulation.

6.     Closing.  The Closing as herein referred to shall occur upon such date as
the parties  hereto may mutually  agree upon, but is expected to be on or before
December 24, 1995.

      At  closing  OMAP will  deliver  the OMAP  shares to BRIA,  and BRIA shall
deliver the BRIA shares to OMAP.
<PAGE>
7.     Conditions  Precedent of BRIA to Effect Closing.  All obligations of BRIA
under this  Agreement are subject to  fulfillment  prior to or as of the Closing
Date, of each of the following conditions:

      A.   The  representations and warranties by or on behalf of OMAP contained
           in this  Agreement or in any  certificate  or documents  delivered to
           BRIA prusuant to the provisions  hereof shall be true in all material
           respects   at  and  as  of  the  time  of  Closing  as  though   such
           representations and warranties were made at and as of such time.

      B.   OMAP  shall  have  performed  and  complied  with all the  covenants,
           agreements, and conditions required by this Agreement to be performed
           or complied with by it prior to or ath the Closing.
  
       C.   All  instruments  and  documents  delivered to BRIA  pursuant to the
            provisions  hereof shall be reasonably  satisfactory to BRIA's legal
            counsel.

8.     Conditions  Precedent of OMAP to Effect Closing.  All obligations of OMAP
under this  Agreement are subject to  fulfillment  prior to or as of the date of
Closing, of each of the following conditions:

      A.   The  representations and warranties by on on behalf of BRIA contained
           in thei  Agreement,  or in any  certificate or document  delivered ot
           OMAP pursuant to the provisions hereof shall be true at and as of the
           time of Closing as though such  representations  and warranties  were
           made at and as of such time.

      B.   BRIA  shall  have   performed  and  complied   with  all   covenants,
           agreements, and conditions required by this Agreement to be performed
           or complied with by it prior to or at the Closing.

       C.   All  instruments  and  documents  delivered to OMAP  pursuant to the
            provisions  hereof shall be reasonably  satisfactory to OMAP's legal
            counsel.

9. Damages and Limit of Liability.  Each party shall be liable, for any material
breach of the representations,  warranties, and covenants contained herein which
results in a failure to perform any obligations  under this Agreement,  but only
to the extent of the expenses incurred in connection with such breach of failure
to perform Agreement.

10. Nature and Survival of Representations and Warranties.  All representations,
warranties,  and covenants made by any party in this Agreement shall survive the
Closing hereunder.  All of the parties hereto are executing and carrying out the
provisions  of  this  Agreement  in  reliance  solely  on  the  representations,
warranties,  and covenants and agreements  contained in this Agreement or at the
Closing of the transactions  herein provided for and not upon any  investigation
upon  which it might  have  made or any  representations,  warranty,  agreement,
promise,  or information,  written or oral, made by the other party or any other
person other than as specifically set forth herein.

11. Indemnification Procedures. If any clain is made by a party which would give
rise to a right of  indemnification  under  this  paragraph,  the party  seeking
indemnification  (Indemnified  Party) will promptly  cause notice  thereof to be
delivered to the party from whom indemnification is sought (Indemnifying Party).
The Indemnified  Party will permit the Indemnifying  Party to assume the defense
of any such claim or any litigation reusulting from the claims.  Counsel for the
Indemnifying  Party  which will  conduct  the  defense  must be  approved by the
Indemnified  Party (whose approval will not by unreasonably  withheld),  and the
Indemnified  Party  may  participate  in  such  defense  at the  expense  of the
Indemnified  Party. The  Indemnifying  Party will not in the defense of any such
claim  or  litigation,  consent  to  entry of any  judgment  or  enter  into any
settlement  without the written consent of the Indemnified  Party (which consent
will  not  be  unreasonably  withheld).  The  Indemnified  Party  will  not,  in
connection  with any such claim or litigation,  consent to entry of any judgment
or enter into any  settlement  without the written  consent of the  Indemnifying
Party (which consent will not be unreasonably  withheld).  The Indemnified Party
will  cooperate  fully with the  Indemnifying  Party and make  available  to the
Indemnifying  Party all pertinent  information under its control relating to any
such claim or litigaton.  If the Indemnifying  Party refuses or fails to conduct
the defense as required in this Section,  then the Indemnified Party may conduct
such  defense at the expense of the  Indemnifying  Party and the approval of the
Indemnifying  Party will not be required for any  settlement or consent or entry
of judgment.

12. Default at Closing.  Notwithstanding  the provisions  hereof,  if BRIA shall
fail or refuse to  deliver  any of the BRIA  Shares,  or shall fail or refuse to
consummate  the  transaction  described in this  Agreement  prior to the Closing
Date, such failure or refusal shall constitute a default by BRIA and OMAP at tis
option and without  prejudice to its rights against such defaulting  party,  may
either (a) invoke  any  equitable  remedies  to enforce  performance  hereunder,
including,  without limitation,  an action or suit for specific performance,  or
(b) terminate all of its obligations hereunder with respect to BRIA.

Furthermore,  notwithstanding  the  provisions  hereof,  if OMAP  shall  fail to
deliver  any of the OMAP  Shares,  or shall  fail or  refuse to  consummate  the
transaction  described in this Agreement prior to the Closing Date, such failure
or refusal shall constitute a default by OMAP and BRIA at its option and without
prejudice to its rights against such defaulting party, may either (a) invoke any
equitable  remedies  to  enforce  performance  hereunder,   including,   without
limitation, an action or suit for specific performance,  or (b) terminate all of
its obligations hereunder with respect to OMAP.

13. Costs and Expenses. BRIA and OMAP shall bear their own costs and expenses in
the proposed exchangee and transfer  described in this Agreement.  BRIA and OMAP
have been represented by their own attorney in this transactions,  and shall pay
the fees of its  attorney,  except as may be  expressly  set forth herein to the
contrary.

14.    Notices.  Any notice  under this  Agreement  shall be deemed to have been
sufficiently  given if sent by registered or certified  mail,  postage  prepaid,
addressed as follows:

      To OMAP
      OMAP Holdings Incorporated
      268 West 400 South, Suite 300
      Salt Lake City, UT 84101


      To BRIA
      BRIA Communications Corporation
      268 West 400 South, Suite, 300
      Salt Lake City, UT 84101

15.   Miscellaneous.

       A.   Further  Assurances.  At any time and from  time to time,  after the
            effective date, each party will execute such additional  instruments
            and take such  action as may be  reasonably  requested  by the other
            party  to  confirm  or  perfect  title to any  property  transferred
            hereunder  or otherwise to carry out the intent and purposes of this
            Agreement.

       B.   Waiver.  Any failure on the part of any party  hereto to comply with
            any of its obligations,  agreements,  or conditions hereunder may be
            waived in writing by the party to whom such compliance is owed.

       C.   Brokers.  Neither  party has  employed  any brokers or finders  with
            regard to this Agreement no disclosed herein.

       D.   Headings.  The Section and subsection headings in this Agreement are
            inserted  for  convenience  only and shll not  affect in any way the
            meaning or interpretation of this Agreement.

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

       F.   Governing Law. This Agreement was negotiated and is being contracted
            for in the State of Utah,  and shall be  governed by the laws of the
            State of Utah, notwithstanding any conflict -of-law provision to the
            contrary.  Any suit,  action  or legal  proceeding  arising  from or
            related to this Agreement shall be submitted for binding arbitration
            resolution  to the American  Arbitration  Association,  in Salt Lake
            City,  Utah,  pursuant  to their  Rules of  Procedure  or any  other
            mutually  agreed  upon  arbitrator.  The  Parties  agree to abide by
            decisions rendered as final and binding,  and each party irrevocably
            and  unconditionally  consents to the personam  jurisdiction of such
            Courts in such  suit,  action or legal  proceeding  and  waives  any
            objection  to the laying of venue in, or the  jurisdiction  of, said
            Courts.
<PAGE>
       G.   Binding  Effect.  This  Agreement  shall be binding upon the parties
            hereto and inure to the  benefit of the  parties,  their  respective
            heirs, administrators, executors, successors, and assigns.

       H.   Entire  Agreement.  This  Agreement  contains  the entire  agreement
            between  the  parties  hereto  and  supersedes  any  and  all  prior
            agreements,  arrangements,  or  understandings  between  the parties
            relating  to the  subject  matter  hereof.  No oral  understandings,
            statements,  promises,  or inducements contrary to the terms of this
            Agreement  exist.  No  representations,  warranties,  covenants,  or
            conditions, express or implied, other than as set forth herein, have
            been made by any party.

       I.   Severability.  If  any  part  of  this  Agreement  is  deemed  to be
            unenforceable  the  balance of the  Agreement  shall  remain in full
            force and effect.

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

OMAP Holdings Incorporated


By:    /s/ James Tilton, President
----------------------------------

BRIA Communications Corp.


By:   /s/ Richard Lifschutz
---------------------------
<PAGE>
                                    10 (i)(n)
<PAGE>
                            STOCK EXCHANGE AGREEMENT
                        Eurotronics Holdings Incorporated

                               A Utah Corporation

                                        &

                            BRIA Communications Corp.

                            A New Jersey Corporation


<PAGE>
                            STOCK EXCHANGE AGREEMENT

      This Stock Exchange Agreement  ("Agreement") is entered into this 20th day
of  December,   1995,  by  and  between  the  purchaser   Eurotronics   Holdings
Incorporated   ("Eurotronics"),   a   Utah   Corporation,   and   seller,   BRIA
Communications Corp., a New Jersey corporation ("BRIA").

      WHEREAS,  Eurotronics  desires to  acquire  from BRIA  appoximately  Three
Hundred Seventy Thousand,  Three Hundred Seventy (370,370)  restricted shares of
the common  stock of BRIA,  in  exchange  for Five  Hundred  Sixty-six  Thousand
Thirty-eight (566,038) shares of restricted shares of Eurotronics common stock.

      NOW  THEREFORE,  with the above  being  incorporated  into and made a part
hereof,  for the  mutual  consideration  set out herein  and,  the  receipt  and
sufficiency of which is hereby acknowleded, the parties agree as follows:

1. Exchange.  Eurotronics  will in a tax free exchange,  acquire from BRIA Three
Hundred Seventy Thousand,  Three Hundred Seventy (370,370)  restricted shares of
the common stock of BRIA,  valued as of December 15, 1995 at $0.81 per share, in
a tax free exchange wherein BRIA shall acquire Five Hundred  Sixty-six  Thousand
Thirty-eight  (566,038) shares of restricted shares of Eurotronics common stock,
valued as of  December  15, 1995 at $0.53 per shares of  restricted  Eurotronics
common stock.

2.     Exchange  of Shares.  On or before  the  closing  date,  set herein to be
December 24, 1995, the above mentioned shares are to be exchanged.

3.     Termination.  This  Agreement  may be terminated at any time prior to the
Closing Date:

      A.   By BRIA or Eurotronics:

       (1)  If there shall be any actual or  threatened  action or proceeding by
            or before any court or any other  governmental body which shall seek
            to restrain,  prohibit, or invalidate the transactions  contemplated
            by this  Agreement  and  which,  in the  judgment  of such  Board of
            Directors  made in good  faith,  and based  upon the advice of legal
            counsel,  makes it  inadvisable  to  proceed  with the  transactions
            comtemplated by this Agreement; or

       (2)  If the Closing shall not have  occurred  prior to December 29, 1995,
            or such later date as shall have been  approved  by parties  hereto,
            other than for reasons set forth herein.

      B.   By BRIA:

       (1)  If Eurotronics shall fail to comply in any material respect with any
            of its or their covenants or agreements  contained in this Agreement
            or if any of the  representations  or warranties  of BRIA  contained
            herein shall be inaccurate in any material respect; or

      C.   By Eurotronics:

       (2)  If BRIA shall fail to comply in any material respect with any of its
            covenants or agreements contained in this Agreement or is any of the
            representations  or  warranties  of BRIA  contained  herein shall be
            inaccurate in any material respect;

      In the event this Agreement is terminated pursuant to this Paragraph, this
Agreement  shall be of no further  force or effect,  no  obligation,  right,  or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting,  printing, and other costs incurred in connection with
negotiation,  preparation,  and execution of this Agreement and the  transaction
herein contemplated.
<PAGE>
4.  Representations  and Warranties of BRIA. BRIA hereby represents and warrants
that effective this date and the Closing Date, the following representations are
true aNd correct:

       A.   Corporate Authority. BRIA has the full corporate power and authority
            to enter  into  this  Agreement  and to carry  out the  transactions
            contemplated   by  this   Agreement.   The  Board  of  Directors  of
            Eurotronics  had  duly  authorized  the  execution   delivery,   and
            performance of this Agreement.

       B.   Financial Statements. The latest 10-Q report ("BRIAFinancials") have
            been given to Eurotronics prior to closing.

       C.   No Conflict With Other Instruments. The executiont of this Agreement
            will not  violate or breach  any  document,  instrument,  agreement,
            contract,  or  commitment  material to the business of BRIA to which
            BRIA is a party and has been duly  authorized by all appropriate and
            necessary action.

       D.   Information.  The  information  concerning BRIA as set forth in this
            Agreement and in the BRIA Financials is complete and accurate in all
            material  respects  and does not contain any untrue  statement  of a
            material  fact or omit to state a material fact required to make the
            statements made in light of the circumstatnces under which they were
            made not misleading.

       E.   Deliverance of Shares. As of the Closing Date, the BRIA Shares to be
            delivered to Eurotronics will be restricted and constitute valid and
            legally  issued shares of BRIA,  fully paid and  non-assessable  and
            equivalent  in all  respects  to all other  issued  and  outstanding
            shares of BRIA restricted stock.

       F.   No Conflict with Other  Instrument.  The execution of this Agreement
            will not  violate or breach  any  document,  instrument,  agreement,
            contract or commitment material to BRIA.

       G.   Information.  The information  concerning BRIA and set forth in this
            Agreement,  is complete and  accurate in all  material  respects and
            does not contain any untrue  statement of a material fact or omit to
            state a material fact required to make the statements made, in light
            of the circumstances under which they were made, not misleading.

       H.   Restricted  Shares. The shares of Eurotronics common stock which are
            being  acquired  are being  acquired  for BRIA's own account and for
            investment and not with a view to the public resale or  distribution
            thereof.  BRIA will not sell,  transfer or otherwise  dispose of the
            Eurotronics  Shares  are  "restricted  securities"  as that  term is
            defined in Rule 144 of the General Rules and  Regulations  under the
            Act ("Rule 144").

                BRIA  acknowledged and understands  that the Eurotronics  Shares
           are  unregistered  in reliance of Section 4(2) of the Act and must be
           held indefinitely  unless they are subsequently  registered under the
           Act or an exemption from such registration is available.

                BRIA is fully aware of the  applicable  limitation on the resale
           of the Eurotronics  Shares.  These restrictions for the most part are
           set  forth  in Rule  144.  Rule  144  permits  sales  of  "restricted
           securities"  upon compliance  with the  requirements of such rule, If
           Rule 144 is  available to BRIA,  BRIA may make only routine  sales of
           securities  in  limited  amounts,  in  accordance  with the terms and
           conditions of that Rule.

                If a separate  exemption from registration is available to BRIA,
           such as Regulation  S, BRIA shall only make sales in accordance  with
           the terms and condiditons of that Regulation.
<PAGE>
5.    Representations and Warranties of Eurotronics.

      Eurotronics  hereby represents and warrants that,  effective this date and
      the Closing Date, the representations and warranties listed below are true
      and correct.

       A.   Corporate  Authority.  Eurotronics  has the full corporate power and
            authority  to  enter  into  this  Agreement  and  to  carr  out  the
            transactions  contemplated by this Agreement. The Board of Directors
            of Eurotronics  has duly  authorized the  execution,  delivery,  and
            performance of this Agreement.

       B.   Financial   Statements.   The  latest  10-Q   report   ("Eurotronics
            Financials") have been given to BRIA prior to closing.

       C.   No Conflict With Other Instruments.  The execution of this Agreement
            will not  violate or breach  any  document,  instrument,  agreement,
            contract,  or commitment  material to the business of Eurotronics to
            which  Eurotronics  is party  and has been  duly  authorized  by all
            appropriate and necessary action.

       D.   Information.  The information concerning Eurotronics as set forth in
            this  Agreement  and in the  Eurotronics  Financial  is complete and
            accurate in all  material  respects  and does not contain any untrue
            statement  of a  material  fact  or omit to  state a  material  fact
            required to make the statements  made in light of the  circumstances
            under which they were made not misleading.

      E.   Deliverance of Shares. As of the Closing Date, the Eurotronics Shares
           to be deliverd to BRIA will be restricted  and  constitute  valid and
           legally issued shares of Eurotronics,  fully paid and  non-assessable
           and  equivalent  in all respects to all other issued and  outstanding
           shares of Eurotronics rstricted stock.

       F.   No Conflict with Other  Instrument.  The execution of this Agreement
            will not  violate or breach  any  document,  instrument,  agreement,
            contract, or commitment material to Eurotronics.

       G.   Information. The information concerning Eurotronics and set forth in
            this  Agreement,  is complete and accurate in all material  respects
            and does not contain any untrue statement of a material fact or omit
            to state a material  fact required to make the  statements  made, in
            light  of  the  circumstances   under  which  they  were  made,  not
            misleading.

       H.   Restricted  Shares.  The shares of BRIA common stock which are being
            acquired are being  acquired for  Eurotronics's  own account and for
            investment and not with a view to the public resale or  distribution
            thereof. Eurotronics will not sell, transfer or otherwise dispose of
            the BRIA Shares  except in  compliance  with the  Securities  Act of
            1933,  as  amended  (the  "Act"),  and is aware the BRIA  Shares are
            "restricted  securities"  as that term is defined in Rule 144 of the
            General Rules and Regulations under the Act ("Rule 144").

                Eurotronics  acknowledges  and understands  that the BRIA Shares
           are  unregistered  in reliance of Seciton 4(2) of the Act and must be
           held indefinitely  unless they are subsequently  registered under the
           Act or an exemption from such registration is available.

                Eurotronics is fully aware of the  applicable  limitation on the
           resale of BRIA Shares.  These  restrictions for the most part are set
           forth in Rule 144. Rule 144 permits sales of "restricted  securities"
           upon  compliance  with the  requirements of such rule. If Rule 144 is
           available to Eurotronics,  Eurotronics may make only routine sales of
           securities  in limited  amounts,  in  accordance  witht the terms and
           conditions of that Rule.

                If a  separate  exemption  from  registration  is  available  to
           Eurotronics,  such as Regulation S, Eurotronics shall only make sales
           in accordance with the terms and conditions of that Regulation.

6.     Closing.  The Closing as herein referred to shall occur upon such date as
the parties  hereto may mutually  agree upon, but is expected to be on or before
December 24, 1995.
<PAGE>
      At closing  Eurotronics  will deliver the Eurotronics  shares to BRIA, and
BRIA shall deliver the BRIA shares to Eurotronics.

7.     Conditions  Precedent of BRIA to Effect Closing.  All obligations of BRIA
under this  Agreement are subject to  fulfillment  prior to or as of the Closing
Date, of each of the following conditions:

       A.   The  representations  and  warranties by or on behalf of Eurotronics
            contained  in this  Agreement  or in any  certificate  or  documents
            delivered to BRIA prusuant to the provisions hereof shall be true in
            all  material  respects  at and as of the time of  Closing as though
            such  representations  and  warranties  were  made at and as of such
            time.

       B.   Eurotronics   shall  have   performed  and  complied  with  all  the
            covenants,  agreements, and conditions required by this Agreement to
            be performed or complied with by it prior to or ath the Closing.

       C.   All  instruments  and  documents  delivered to BRIA  pursuant to the
            provisions  hereof shall be reasonably  satisfactory to BRIA's legal
            counsel.

8.     Conditions Precedent of Eurotronics to Effect Closing. All obligations of
Eurotronics  under this Agreement are subject to  fulfillment  prior to or as of
the date of Closing, of each of the following conditions:

       A.   The representations and warranties by on on behalf of BRIA contained
            in thei Agreement,  or in any  certificate or document  delivered ot
            Eurotronics  pursuant to the provisions  hereof shall be true at and
            as of the  time  of  Closing  as  though  such  representations  and
            warranties were made at and as of such time.

       B.   BRIA  shall  have   performed  and  complied  with  all   covenants,
            agreements,   and  conditions  required  by  this  Agreement  to  be
            performed or complied with by it prior to or at the Closing.

       C.   All instruments and documents  delivered to Eurotronics  pursuant to
            the   provisions   hereof  shall  be  reasonably   satisfactory   to
            Eurotronics's legal counsel.

9.     Damages  and Limit of  Liability.  Each party  shall be  liable,  for any
material  breach of the  representations,  warranties,  and covenants  contained
herein  which  results  in a failure  to  perform  any  obligations  under  this
Agreement,  but only to the extent of the expenses  incurred in connection  with
such breach of failure to perform Agreement.

10.    Nature   and   Survival   of   Representations   and   Warranties.    All
representations,  warranties,  and covenants made by any party in this Agreement
shall survive the Closing hereunder. All of the parties hereto are executing and
carrying  out the  provisions  of  this  Agreement  in  reliance  solely  on the
representations,  warranties,  and  covenants and  agreements  contained in this
Agreement or at the Closing of the transactions herein provided for and not upon
any  investigation  upon  which  it  might  have  made  or any  representations,
warranty, agreement, promise, or information, written or oral, made by the other
party or any other person other than as specifically set forth herein.

11.    Indemnification  Procedures.  If any clain is made by a party which would
give rise to a right of indemnification under this paragraph,  the party seeking
indemnification  (Indemnified  Party) will promptly  cause notice  thereof to be
delivered to the party from whom indemnification is sought (Indemnifying Party).
The Indemnified  Party will permit the Indemnifying  Party to assume the defense
of any such claim or any litigation reusulting from the claims.  Counsel for the
Indemnifying  Party  which will  conduct  the  defense  must be  approved by the
Indemnified  Party (whose approval will not by unreasonably  withheld),  and the
Indemnified  Party  may  participate  in  such  defense  at the  expense  of the
Indemnified  Party. The  Indemnifying  Party will not in the defense of any such
claim  or  litigation,  consent  to  entry of any  judgment  or  enter  into any
settlement  without the written consent of the Indemnified  Party (which consent
will  not  be  unreasonably  withheld).  The  Indemnified  Party  will  not,  in
connection  with any such claim or litigation,  consent to entry of any judgment
or enter into any  settlement  without the written  consent of the  Indemnifying
Party (which consent will not be unreasonably  withheld).  The Indemnified Party
will  cooperate  fully with the  Indemnifying  Party and make  available  to the
Indemnifying  Party all pertinent  information under its control relating to any
such claim or litigaton.  If the Indemnifying  Party refuses or fails to conduct
the defense as required in this Section,  then the Indemnified Party may conduct
such  defense at the expense of the  Indemnifying  Party and the approval of the
Indemnifying  Party will not be required for any  settlement or consent or entry
of judgment.
<PAGE>
12.    Default at Closing.  Notwithstanding the provisions hereof, if BRIA shall
fail or refuse to  deliver  any of the BRIA  Shares,  or shall fail or refuse to
consummate  the  transaction  described in this  Agreement  prior to the Closing
Date, such failure or refusal shall constitute a default by BRIA and Eurotronics
at tis option and without prejudice to its rights against such defaulting party,
may either (a) invoke any equitable remedies to enforce  performance  hereunder,
including,  without limitation,  an action or suit for specific performance,  or
(b)  terminate  all  of  its   obligations   hereunder  with  respect  to  BRIA.
Furthermore, notwithstanding the provisions hereof, if Eurotronics shall fail to
deliver any of the Eurotronics Shares, or shall fail or refuse to consummate the
transaction  described in this Agreement prior to the Closing Date, such failure
or refusal shall  constitute a default by Eurotronics and BRIA at its option and
without  prejudice to its rights against such defaulting  party,  may either (a)
invoke any  equitable  remedies  to enforce  performance  hereunder,  including,
without limitation, an action or suit for specific performance, or (b) terminate
all of its obligations hereunder with respect to Eurotronics.

13.    Costs and Expenses.  BRIA and Eurotronics  shall bear their own costs and
expenses in the proposed  exchangee  and transfer  described in this  Agreement.
BRIA and  Eurotronics  have  been  represented  by their  own  attorney  in this
transactions, and shall pay the fees of its attorney, except as may be expressly
set forth herein to the contrary.

14.    Notices.  Any notice  under this  Agreement  shall be deemed to have been
sufficiently  given if sent by registered or certified  mail,  postage  prepaid,
addressed as follows:

      To Eurotronics
      Eurotronics Holdings Incorporated
      268 West 400 South, Suite 300
      Salt Lake City, UT 84101

      To BRIA
      BRIA Communications Corporation
      268 West 400 South, Suite, 300
      Salt Lake City, UT 84101

15.   Miscellaneous.

       A.   Further  Assurances.  At any time and from  time to time,  after the
            effective date, each party will execute such additional  instruments
            and take such  action as may be  reasonably  requested  by the other
            party  to  confirm  or  perfect  title to any  property  transferred
            hereunder  or otherwise to carry out the intent and purposes of this
            Agreement.

       B.   Waiver.  Any failure on the part of any party  hereto to comply with
            any of its obligations,  agreements,  or conditions hereunder may be
            waived in writing by the party to whom such compliance is owed.

       C.   Brokers.  Neither  party has  employed  any brokers or finders  with
            regard to this Agreement no disclosed herein.

       D.   Headings.  The Section and subsection headings in this Agreement are
            inserted  for  convenience  only and shll not  affect in any way the
            meaning or interpretation of this Agreement.

       E.   Counterparts.  This Agreement may be executed  simultaneously in two
            or more counterparts, each of which shall be deemed an original, but
            all of which together shall constitute one and the same instrument.
<PAGE>
       F.   Governing Law. This Agreement was negotiated and is being contracted
            for in the State of Utah,  and shall be  governed by the laws of the
            State of Utah, notwithstanding any conflict -of-law provision to the
            contrary.  Any suit,  action  or legal  proceeding  arising  from or
            related to this Agreement shall be submitted for binding arbitration
            resolution  to the American  Arbitration  Association,  in Salt Lake
            City,  Utah,  pursuant  to their  Rules of  Procedure  or any  other
            mutually  agreed  upon  arbitrator.  The  Parties  agree to abide by
            decisions rendered as final and binding,  and each party irrevocably
            and  unconditionally  consents to the personam  jurisdiction of such
            Courts in such  suit,  action or legal  proceeding  and  waives  any
            objection  to the laying of venue in, or the  jurisdiction  of, said
            Courts.

       G.   Binding  Effect.  This  Agreement  shall be binding upon the parties
            hereto and inure to the  benefit of the  parties,  their  respective
            heirs, administrators, executors, successors, and assigns. H. Entire
            Agreement.  This Agreement contains the entire agreement between the
            parties  hereto  and  supersedes  any  and  all  prior   agreements,
            arrangements,  or understandings between the parties relating to the
            subject matter hereof. No oral understandings, statements, promises,
            or  inducements  contrary to the terms of this Agreement  exist.  No
            representations,  warranties,  covenants, or conditions,  express or
            implied,  other  than as set  forth  herein,  have  been made by any
            party.

       I.   Severability.  If  any  part  of  this  Agreement  is  deemed  to be
            unenforceable  the  balance of the  Agreement  shall  remain in full
            force and effect.

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

Eurotronics Holdings Incorporated


By:    /s/ Jane Zheng, Secretary
-------------------------------

BRIA Communications Corp.


By:   /s/ Richard Lifschutz
---------------------------
<PAGE>
                                    10 (i)(o)
<PAGE>
                            STOCK EXCHANGE AGREEMENT

                            BRIA Communications Corp.

                            A New Jersey Corporation

                                        &

                 Tianrong Building Material Holdings, Ltd. Inc.

                               A Utah Corporation

<PAGE>
                            STOCK EXCHANGE AGREEMENT

      This Stock Exchange Agreement  ("Agreement") is entered into this 20th day
of  Decemebr,  1995 bey and  between the  purchaser  BRIA  Communication  Corp.,
("BRIA") a New Jersey  corporaiton,  and  seller,  Tianrong  Building  Materials
Holdings Ltd., a Utah corporation ("Tianrong").

      WHEREAS, BRIA desires to acquire from Tianrong approximately Three Hundred
Ninteen  Thousand,  One Hundred  forty-nine  (319,149)  restricted shares of the
common stock of Tianrong,  in exchange for Three Hundered Seventy Thousand Three
Hundred Seventy (370,370) shares of restricted shares of 370,370 common stock.

      NOW,  THEREFORE  with the above  being  incorporated  into and made a part
hereof  for the  mutual  consideration  set out  herein  and,  the  receipt  and
sufficiency of which is hereby  acknowledged,  the parties agree as follows:  1.
Exchange.  BRIA will,  in a tax free  exchange,  acquire  from  Tianrong,  Three
Hundred Nineteen Thousand, One Hundred Forty-nine (319,149) restricted shares of
the common stock of Tianrong, valued as of December 15, 1995 at $.094 per share,
in a tax free exchange  wherein  Tianrong  shall  acquire Three Hundred  Seventy
Thousand Three Hundred  Seventy  (370,370)  shares of restricted  shares of BRIA
common  stock,  valued as of December 15, 1995 at $0.81 per share of  restricted
BRIA common stock.

2.     Exchange  of Shares.  On or before  the  closing  date,  set herein to be
December 24, 1995, the above-mentioned shares are to be exchanged.

3.     Termination.  This  Agreemnet may ber terminated at any time prior to the
Closing Date:

      A.   By Tianrong or BRIA:

            (1) If there shall be any actual or threatened  action or proceeding
            by or before any court or any other  governmental  vbody which shall
            seek  to  restrain,   prohibit,   or  invalidate  the   transactions
            contemplated by this Agreement and which, in judgement of such Board
            of Directors  made in good faithm and based upon the advice of legal
            counsel,  makes it  inadvisable  to  proceed  with the  transactions
            contemplated by the Agreement; or

            (2) If the  Closing  shall have not ocurred  prior to  December  29,
            1995,  or such  later date as shall  have been  approved  by parties
            hereto, other than for reasons set forth herein.

      B.   By Tianrong:

            (1) If BRIA shall fail to comply in any material respect with any of
            its or their covenenats or agreements contained in this Agreement or
            if any of the  representatition  or  warranties  of  BRIA  contained
            herein shall be inaccurate in any material respect; or

      C.   By BRIA:

            (1) If Tianrong  shall fail to comply in any  material  respect with
            any of its covenenants or agreements  contained in this Agreement of
            if any of the  representation  or warranties  of Tianrong  contained
            herein shall be inaccurate in any material respect;

      In the event this Agreement is terminated pursuant to this Paragraph, this
Agreement  shall be of no further  force or effect,  no  obligation,  right,  or
liability shall arise hereunder,  and each party shall bearits own costs as well
as the legal, accounting,  printing, and other costs incurred in connection with
negotiation,  preparation  and executio of the  Agreement  and the  transactions
herein  contemplated.

4.     Representations  and Warranties of Tianrong.  Tianrong hereby  represents
and  warrants  that  effective  this date and the Closing  Date,  the  following
representations are true and correct:
<PAGE>
       A.   Corporate  Authority.  Tianrong  has the full  corporate  power  and
            authority to enter this Agreement and to carry out the  transactions
            cont4emplated by this Agreement.  The Board of Directors of BRIA has
            duly  authorized  the  execution,  delivery and  performance of this
            Agreement.

       B.   Financial Statements. The latest 10-Q report ("Tianrong Financials")
            have been given to BRIA prior to closing.

       C.   No Conflict With Other Instruments.  The execution of this Agreement
            will not  violate or breach  any  document,  instrument,  agreement,
            contract,  or  commitment  material  to the  business of Tianrong to
            which  Tianrong  is a party  and has  been  duly  authorized  by all
            appropriated and necessary action.

       D.   Innformation.  The information  concerning  Tianrong as set forth in
            this  Agreement  and in the  Tianrong  Financials  is  complete  and
            accurate in all  material  respects  and does not contain any untrue
            statement  of a  material  fact  or omit to  state a  material  fact
            required to make the statements  made in light of the  circumstances
            under which they were made not misleading.

       E.   Deliverance of Shares.  As of the Closing Date, the Tianrong  Shares
            to be delivered to BRIA will be restricted and constitute  valid and
            legally issued shares of Tianrong, fully paid and non-assessable and
            equivalent  in all  respects  to all other  issued  and  outstanding
            shares of Tianrong restricted stock.

       F.   No Conflict with Other  Instrument.  The execution of this agreement
            will not  violate or breach  any  document,  instrument,  agreement,
            contract or commitment material to Tianrong.

       G.   Information.  The information  concerning  Tianrong and set forth in
            this  Agreement,  is complete and accurate in all material  respects
            and does not contain any untreu statement of a material fact or omit
            to state a material  fact required to make the  statements  made, in
            light  of  the  circumstances   under  which  they  were  made,  not
            misleading.

       H.   Restricted  Shares.  The shares of BRIA common stock which are being
            acquired for  Tianrong's own account and for investment and not with
            a view to the public resale or distribution  thereof.  Tianrong will
            not sell,  transfer or otherwise  dispose of athe BRIA Shares except
            in  compliance  with the  Securities  Act of 1933,  as amended  (the
            "Act"), and is aware the BRIA Shares are "restricted  securities" as
            that  term  is  defined  in  Rule  144  of  the  General  Rules  and
            Regulations under the Act ("Rule 144")

            Tianrong  acknowledges  and  understands  that the BRIA  Shares  are
            unregistered in reliance of Section 4(2) of the Act and must be held
            indefinitely  unless they are subsequently  registered under the Act
            or an exemption from such registration is available.

            Tianrong is fully aware of the  applicable  limitation on the resale
            of the BRIA  Shares.  These  restrictions  for the most part are set
            forth in Rule 144. Rule 144 permits sales of "resticted  securities"
            upon compliance  with the  requirements of such rule. If Rule 144 is
            available  to  Tianrong,  Tianrong  may make only  routine  sales of
            securities  in limited  amounts,  in  accordance  with the terms and
            conditions of that Rule.

            If a separate  exemption from registration os available to Tianrong,
            such as Regulation  S, Tianrong  shall only make sales in accordance
            with the terms and conditions of that Regulation.
<PAGE>
5.    Representations and Warranties of BRIA.

      BRIA hereby  represents  and warrants  that,  effective  this date and the
Closing  Date,  the  representations  and  warranties  listed below are true and
correct.

       A.   Corporate Authority. BRIA has the full corporate power and authority
            to  enter  this   Agreement  and  to  carry  out  the   transactions
            contemplated by this  Agreement.  The Board of Directors of BRIA has
            duly  authorized the execution,  delivery,  and  performance of this
            Agreement.

       B.   Financial  Statements.  The latest 10-Q report  ("BRIA  Financials")
            have been given to Tianrong prior to closing.

       C.   No Conflict With Other Instruments.  The execution of this Agreement
            will not  violate or breach  any  document,  instrument,  agreement,
            contract,  or  commitment  material to the business of BRIA to which
            BRIA is a party and has been duly authorized by all appropriated and
            necessary action.

       D.   Innformation.  The information  concerning BRIA as set forth in this
            Agreement and in the BRIA Financials is complete and accurate in all
            material  respects  and does not contain any untrue  statement  of a
            material  fact or omit to state a material fact required to make the
            statements made in light of the circumstances  under which they were
            made not misleading.

       E.   Deliverance of Shares. As of the Closing Date, the BRIA Shares to be
            delivered to Tianrong will be restricted  and  constitute  valid and
            legally  issued  shares of BRIA  fully paid and  non-assessable  and
            equivalent  in all  respects  to all other  issued  and  outstanding
            shares of BRIA restricted stock.

       F.   No Conflict with Other  Instrument.  The execution of this agreement
            will not  violate or breach  any  document,  instrument,  agreement,
            contract or commitment material to BRIA.

       G.   Information.  The information  concerning BRIA and set forth in this
            Agreement,  is complete and  accurate in all  material  respects and
            does not contain any untreu  statement of a material fact or omit to
            state a material fact required to make the statements made, in light
            of the circumstances under which they were made, not misleading.

       H.   Restricted  Shares.  The shares of Tianrong  common  stock which are
            being  acquired  for BRIA's own account and for  investment  and not
            with a view to the public resale or distribution  thereof. BRIA will
            not sell,  transfer  or  otherwise  dispose of the  Tianrong  Shares
            except in  compliance  with the  Securities  Act of 1933, as amended
            (the  "Act"),  and is aware  the  Tianrong  Shares  are  "restricted
            securities" as that term is defined in Rule 144 of the General Rules
            and Regulations under the Act ("Rule 144")

            BRIA  acknowledges  and understands that the Shares are unregistered
            in reliance of Section 4(2) of the Act and must be held indefinitely
            unless  they  are  subsequently  registered  under  the  Act  or  an
            exemption from such registration is available.

            BRIA is fully aware of the  applicable  limitation  on the resale of
            the BRIA Shares.  These restrictions for the most part are set forth
            in Rule 144. Rule 144 permits sales of "resticted  securities"  upon
            compliance  with  the  requirements  of such  rule.  If Rule  144 is
            available to BRIA, BRIA may make only routine sales of securities in
            limited amounts, in accordance with the terms and conditions of that
            Rule.

            If a separate  exemption from registration os available to BRIA such
            as Regulation  S, BRIA shall only make sales in accordance  with the
            terms and conditions of that Regulation.

6.     Closing.  The Closing as herein referred to shall occur upon such date as
the parties  hereto may mutually  agree upon, but is expected to be on or before
December 24, 1995. At closing BRIA will deliver the BRIA Shares to Tianrong, and
Tianrong shall deliver the Tianrong Shares to BRIA.
<PAGE>
7.     Conditions  Precedent of Tianrong to Effect  Closing.  All obligations of
Tianrong under this Agreement are subject to fullfillment  prior to or as of the
Closing Date, of each of the following conditions:

       A.   The representations and warranties by or on behalf of BRIA contained
            in this Agreement or in any  certificate  or documents  delivered to
            Tianrong  pursuant  to the  provisions  hereof  shall be true in all
            material  respects  at end as of the time of Closing as though  such
            represenations and warranties were made at and as of such time.

       B.   BRIA  shall  have  performed  and  complied  with  all   coevenants,
            agreements and coditiions required by this Agreement to be performed
            or  complied  with  by it  prior  to  or  at  the  Closing. 

       C.   All instruments and documents  delivered to Tianrong pursuant to the
            provisions  hereof shall be  reasonably  satisfacory  to  Tianrong's
            legal counsel.

8.     Conditions  Precedent of BRIA to Effect Closing.  All obligations of BRIA
under this  Agreement are subject to  fulfillment  prior to or as of the date of
Closing, of each of the following conditions:

       A.   The  representations  and  warranties  by or on behalf  of  Tianrong
            contained  in this  Agreement  or in any  certificate  or  documents
            delivered to BRIA pursuant to the provisions hereof shall be true in
            all  material  respects  at end as of the time of  Closing as though
            such represenations and warranties were made at and as of such time.

       B.   Tianrong  shall have  performed  and complied  with all  coevenants,
            agreements and coditiions required by this Agreement to be performed
            or complied with by it prior to or at the Closing.

       C.   All  instruments  and  documents  delivered to BRIA  pursuant to the
            provisions  hereof shall be reasonably  satisfacory  to BRIA's legal
            counsel.

9.     Damages  and Limit of  Liabiility.  Each party  shall be liable,  for any
material  breach of the  representations,  warranties,  and covenants  contained
herein  whcih  results  in a  failure  to  perform  any  obligation  under  this
Agreement,  ut onlt to the extent of the expenses  incurred in  connection  with
such breach or failfire to perform Agreement.

10.    Nature   and   Survival   of   Representations   and   Warranties.    All
representations,  warranties  and covenants  made by any party in this Agreement
shall survive the Closing hereunder. All of the parties hereto are executing and
carrying  out the  provisions  of  this  Agreement  in  reliance  solely  on the
representations,  warranties  and  voenenats  and  agreements  contained in this
Agreement or at the Closing of the  transactions  herein  providied  for and not
upon any  investigation  upon  which it might  have made or any  represenations,
warranty, agreement, promise, or information, written or oral, made by the other
party or any other person other than as specifically set forth herein.

11.    Indemnification  Procedures.  If any claim is made by a party which would
give rise to a right of indemnification under this paragraph,  the party seeking
indemnification  (Indeminified  Party) will promptly  cause notice thereof to be
delivered  to  the  party  from  whom  is  sought  (Indemnnifying   Party).  The
Indemnified  Party will permit the  Indemnifying  Party to assume the defense of
any such claim or any  litigation  resulting  from the  claims.  Counsel for the
Indemnifyuing  Party  which will  conduct  the  defense  must be approved by the
Indemnified  Party (whose approval will not be unreasonable  withheld),  and the
Indemnified  Party  may  participate  in  such  defense  at the  expense  of the
Indemnified  Party. The indemnifying  Party will notm in the defense of any such
claim  or  litigation,  consent  to enty of any  judgement  or  enter  into  any
settlement  without  the written  consent of the the  Indemnified  Party  (which
consent will not be unreasonably  withheld).  The Indemnified Party will not, in
connection with any such claim or litigation,  consent to entry of any judgement
or enter into any  settlement  without the written  consent of the  Indemnifying
Party (which consent will not be unreasnoable  withheld).  The Indemnified Party
will  cooperate  fully with the  Indemnifying  Party and make  available  to the
Indemnifying  Party all pertinent  information under its control relating to any
such claim or litigation.  If the Indemnifying Party refuses or fails to conduct
the defense as required in this Section,  then the Indemnified Party may conduct
such  defense at the expense of the the  Indemnifying  Party and the approval of
the  Indemnifying  Party will not be required for any  settlement  or consent or
enty of judgement.

12.    Default at Closing.  Notwithstanding  the provisions  hereof, if Tianrong
shall fail or refuse to deliver  any of the  Tianrong  Shares,  or shall fail or
refuse to consummate the  transaction  described in this Agreement  prior to the
Closing Date, such failure or refusal shall constitute a default by Tianrong and
BRIA at its option and without  predjudice to its rights against such defaulting
party,  may  either (a) invoke any  equitable  remedies  to enforce  performance
hereunder  including,  without  limitation,  an  action  or  suit  for  specific
performance,  or (b) terminate all of its obligations  hereunder with respect to
Tianrong.
<PAGE>
13.    Costs and  Expenses.  Tianrong  and BRIA  shall  bear their own costs and
expenses in the  proposed  exchange and  transfer  described in this  Agreement.
Tianrong  and  BRIA  have  been  represented  by  their  own  attorney  in  this
transaction,  and shall pay the fees of its attorney, except as may be expressly
set forth herein to the contrary.

14.    Notices.  Any notice  under this  Agreement  shall be deemed to have been
sufficiently  giv4en if sent by registered or certified mail,  postage  prepaid,
addressed as follows:

      To BRIA:
      BRIA Communications Corp.
`     268 West 400 South, Suite 300
      Salt Lake City, UT 84101

      To Tianrong
      Tianrong Building Material Holdings, Ltd. Inc.
      268 West 400 South, Suite 300
      Salt Lake City, UT 84101

15.   Miscellaneous.

       A.  Further  Assurances.  At any time and from  time to time,  after  the
effective  date,  each party will execute such  additional  instruments and take
such as may be  reasonable  request4d  by the other  party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.

       B. Waiver. Any failure on the part of any party hereto to comply with any
of its obligations, agreements, or conditions hereunder may be waived in writing
by the party to whom such compliance is owed.

       C. Brokers. Neither party has employed any brokers or finders with regard
to this Agreement no disclosed herein.

       D. Headings.  The section and  subsection  headings in this Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

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

       F. Governing  Law. This Agreement was negotiated and is being  contracted
for in the State of Utah, and shall be governed by the las of the State of Utah,
notwithstanding any conflict-of-law  provision to the contrary. Any suit, action
or legal proceeding arising from or related to this Agreement shall be submitted
for binding arbitration resolution to the American Arbitration  Association,  in
Salt Lake City, Utah, pursuant to their Rules of Procedure or any other mutually
agreed upon  arbitrator.  The parties  atree to abide by  decisions  rendered as
final and binding, and each party irrevocably and incondtionally consents to the
in personam jurisdiction of such Courts in such suit, action or legal proceeding
and waives any objection to the laying of venue in, or the jurisdiction of, said
Courts.

       G.  Binding  Effect.  This  Agreement  shall be binding  upon the parties
hereto  and  inure  to the  benefit  of the  partiesm  their  respective  heirsm
administrators, executors, successors, and assigns.

       H. Entire Agreement.  The Agreement contains the entire agreement between
the parties hereto and supersedes any and all prior agreements,  arrangements or
understandings  between the parties  relating to the subject matter  hereof.  No
oral understandings,  statements,  promises or inducements contrary to the terms
of  this  Agreement  exist.  No  representations,   warranties  covenenats,   or
conditions  express or implied,  other that s set forth here,  have been made by
any party.
<PAGE>
       I.  Severability.  If  any  part  of  this  Agreement  is  deemed  to  be
unenforceable  the  balance  of the  Agreement  shall  remain in full  force and
effect.

IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and year
first above written

                           BRIA Communications Corp.


                           By:/S/ Richard Lifschutz
                           -------------------------



                           Tianrong Building Material Holdings Ltd., Inc.



                           By:/S/ Matt Veal
                           ----------------
<PAGE>
                                    10 (i)(p)
<PAGE>
                            STOCK PURCHASE AGREEMENT


      THIS STOCK PURCHASE  AGREEMENT  ("Agreement")  is made effective as of the
15th day of January,  1996, by an between OMAP Holdings  Incorporated,  a Nevada
corporation  (the"Company")  ,  and  BRIA  Communications  Corp.,  a New  Jersey
corporation (the "Purchaser").

                                    Recitals


      The  Company  desires  to sell and  transfer,  and  Purchaser  desires  to
purchase and acquire,  Two Thousand  Eight Hundred Fifty Eight (2,858) shares of
the Company's  common  stock,  par value  $0.0001 per share (the  "Shares"),  to
Purchaser in a private non-registered and non-exempt transaction at the purchase
price of  $10,000,  or $3.50 per share,  on the terms and  conditions  set forth
below.

                                    Agreement

1.    Sale of Shares.  The Company agrees to issue the Shares to Purchaser,  and
      Purchaser  agrees to  purchase  the Shares from the  Company.  Immediately
      after the Company  receives a duly  executed  copy of this  Agreement  and
      payment of the  purchase  price as set forth in Section 2 herein,  it will
      cause its agent to deliver a certificate for the Shares to Purchaser.

2.    Purchase Price.  The purchase price for the Shares is $3.50 per share for
      a total price of $10,000, cash (the "Purchase Price").

3.    Representation  and  Warranties of Purchaser.  Purchaser  represents  and
      warrants that:

      a.   Purchaser is an entity incorporated in the United States of America.

      b.   Purchaser is acquiring  the Shares for its own account and not with a
           view to any distribution  within the meaning of the Securities Act of
           1933, as amended (the "Act"). Purchaser acknowledges that it has been
           advised and is aware that the Shares have not been  registered  under
           the Act and are being issued as "restricted stock" within the meaning
           of Rule 144 promulgated by the United States  Securities and Exchange
           Commission  ("SEC")  pursuant to the Act ("Rule  144").  Unless,  and
           until,  the Shares are registered under the Act, they will be subject
           to  limitations  upon  resale  set  forth  in  Rule  144 or in  other
           administrative  interpretations  by the SEC in  effect at the time of
           the proposed sale or other disposition.

      c.   Purchaser has received all of the information it considers  necessary
           or  appropriate  for  determining  whether to  purchase  the  Shares.
           Purchaser  is  familiar  with  the  business,   affairs,   risks  and
           properties of the Company.  Purchaser has had an  opportunity  to ask
           questions  regarding the Company and the terms and  conditions of the
           offering of the Shares and receive such answers from the Company, its
           officers, directors and other representatives.  Purchaser has had the
           opportunity  to  obtain  any  additional   information   the  Company
           possesses or could  acquire  without  unreasonable  effort or expense
           necessary to verify the accuracy of the information furnished.

      d.   Purchaser has such  knowledge and expertise in financial and business
           matters that it is capable of evaluating  the merits and  substantial
           risks of an investment in the Shares and is able to bear the economic
           risks relevant to the purchase of the Shares hereunder.

      e.   Purchaser is relying solely upon  independent  consultation  with its
           professional,  legal,  tax,  accounting  and such other  advisors  as
           Purchaser deems to be appropriate in purchasing the Shares; Purchaser
           has been advised to, and has consulted with, its professional tax and
           legal advisors with respect to any tax  consequences  if investing in
           the Company.
<PAGE>
      f.   Purchaser  recognizes  that an  investment  in the  securities of the
           Company  involves a substantial risk and understands the risk factors
           related to the purchase of the Shares.

      g.   Purchaser understands that there may be no market for the Shares.

      h.   Purchaser's  financial  condition is such that  Purchaser is under no
           present or  contemplated  future  need to  dispose of any  portion of
           Shares to satisfy any existing or contemplated  undertaking,  need or
           indebtedness.

      i.   Without  in any way  limiting  the  representation  set forth  above,
           Purchaser  further  agrees not to make any  disposition of all or any
           portion of the Shares unless and until:

           (1)  There is then in effect a registration  statement  under the Act
                covering such proposed  disposition and such disposition is made
                in accordance with such registration statement; or

           (2)  Purchaser  shall  have  notified  the  Company  of the  proposed
                disposition and shall have furnished the Company with a detailed
                statement  of  the   circumstances   surrounding   the  proposed
                disposition,  and if requested by the Company,  Purchaser  shall
                have   furnished   the  Company  with  an  opinion  of  counsel,
                reasonably  satisfactory  to the Company and its  counsel,  that
                such disposition will not require registration under the Act.

      j.   Purchaser  understands that the certificate(s)  evidencing the Shares
           will bear substantially the following legend:

                 "The securities evidenced hereby have not been registered under
                 the  Securities  Act  of  1933,  as  amended  (the"Act"),   nor
                 qualified  under the  securities  laws of any states,  and have
                 been issued in reliance upon exemptions from such  registration
                 and qualification for non-public  offerings.  Accordingly,  the
                 sale, transfer, pledge, hypothecation,  or other disposition of
                 any  such  securities  or  any  interest  therein  may  not  be
                 accomplished  except  pursuant  to  an  effective  registration
                 statement  under  the Act and  qualification  under  applicable
                 State  securities  laws,  and/or  pursuant  to  an  opinion  of
                 counsel,  satisfactory in form and substance to the Company, to
                 the effect that such  registration  and  qualification  are not
                 required."

      k.   The Purchaser confers full authority upon the Company (i) to instruct
           its  transfer  agent not to transfer  any of the Shares  until it has
           received  written  approval  from the  Company  and (ii) to affix the
           legend in Section 3(j) above to the  certificate(s)  representing the
           Shares.

      l.   Purchaser  understands  that the Company is relying upon  Purchaser's
           representations  and  warranties  as contained  in this  Agreement in
           consummating the sale and transfer of the Shares without  registering
           them  under  the  Act or any  law.  Therefore,  Purchaser  agrees  to
           indemnify the Company against, and hold it harmless from, all losses,
           liabilities,  costs,  penalties  and expenses  (including  attorney's
           fees) which arise as a result of a sale,  exchange or other  transfer
           of the Shares other than as permitted under this Agreement. Purchaser
           further  understands  that  the  Company  will  make  an  appropriate
           notation on its transfer  records of the  restrictions  applicable to
           these Shares.

4.    Representations and Warranties of the Company.  The Company represents and
      warrants that:

      a.   The Company is a corporation  duly organized,  validly existing under
           the laws of the State of Nevada.

      b.   The Company has all necessary corporate power and authority under the
           laws of the State of Nevada and all other  applicable  provisions  of
           law to own its  properties  and other assets it now owns, to carry on
           its  business  as is now  conducted,  and to execute  and deliver and
           carry out the provisions of this Agreement.
<PAGE>
      c.   All  corporate  action on the part of the  Company  required  for the
           lawful  execution  and delivery of this  Agreement  and the issuance,
           execution  and  delivery of the Shares has been duly and  effectively
           taken. Upon execution and delivery,  this Agreement will constitute a
           valid  and  binding   obligation  of  the  Company,   enforceable  in
           accordance  with  its  terms,  except  as the  enforceability  may be
           limited by  applicable  bankruptcy,  insolvency  or similar  laws and
           judicial decisions affecting creditors' rights generally.

5.    Survival   of    Representations,    Warranties   and    Covenants.    The
      representations,   warranties  and  covenants  made  by  the  Company  and
      Purchaser  in this  Agreement  shall  survive the purchase and sale of the
      Shares.

6.    Miscellaneous.

      a.   In the  event  any one or more of the  provisions  contained  in this
           Agreement  are  for  any  reason  held  to  be  invalid,  illegal  or
           unenforceable  in  any  respect,   such  invalidity,   illegality  or
           unenforceability  shall  not  effect  any  other  provisions  of this
           Agreement.  This  Agreement  shall be construed  as if such  invalid,
           illegal or unenforceable provision had never been contained herein.

      b.   This Agreement shall be binding upon and insure to the benefit of the
           parties   and  their   respective   heirs,   legal   representatives,
           successors,  and  permitted  assigns.  The  parties  hereto  may  not
           transfer or assign any part of their rights or obligations  except to
           the extent expressly permitted by this Agreement.

      c.   This Agreement  constitutes  the entire  agreement and  understanding
           between  the parties  with  respect to the sale of the Shares and may
           not be modified or amended except in writing signed by both parties.

      d.   No term or condition of this  Agreement  shall be deemed to have been
           waived nor shall there be any  estoppel to enforce any  provision  of
           this Agreement except by written instrument of the party charged with
           such waiver or estoppel.

      IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Stock  Purchase
Agreement as of the day and year first appearing herein.

OMAP Holdings Incorporated ("Company")   BRIA Communications Corp. ("Purchaser")


/s/ James Tilton                               /s/ Richard Lifschutz
James Tilton, President                    Richard Lifschutz, President
<PAGE>
                                    10 (i)(q)
<PAGE>
                            STOCK PURCHASE AGREEMENT

      THIS STOCK PURCHASE  AGREEMENT  ("Agreement")  is made effective as of the
30th day of January,  1996, by an between OMAP Holdings  Incorporated,  a Nevada
corporation  (the"Company")  ,  and  BRIA  Communications  Corp.,  a New  Jersey
corporation (the "Purchaser").

                                    Recitals


      The  Company  desires  to sell and  transfer,  and  Purchaser  desires  to
purchase and acquire,  Six Thousand One Hundred Fifty Four (6,154) shares of the
Company's common stock, par value $0.0001 per share (the "Shares"), to Purchaser
in a private  non-registered and non-exempt transaction at the purchase price of
$20,000, or $3.25 per share, on the terms and conditions set forth below.

                                    Agreement

1.    Sale of Shares.  The Company agrees to issue the Shares to Purchaser,  and
      Purchaser  agrees to  purchase  the Shares from the  Company.  Immediately
      after the Company  receives a duly  executed  copy of this  Agreement  and
      payment of the  purchase  price as set forth in Section 2 herein,  it will
      cause its agent to deliver a certificate for the Shares to Purchaser.

2.    Purchase Price. The purchase price for the Shares is $3.25 per share for a
      total price of $20,000, cash (the "Purchase Price").

3.    Representation  and  Warranties of  Purchaser.  Purchaser  represents  and
      warrants that:

      a.   Purchaser is an entity incorporated in the United States of America.

      b.   Purchaser is acquiring  the Shares for its own account and not with a
           view to any distribution  within the meaning of the Securities Act of
           1933, as amended (the "Act"). Purchaser acknowledges that it has been
           advised and is aware that the Shares have not been  registered  under
           the Act and are being issued as "restricted stock" within the meaning
           of Rule 144 promulgated by the United States  Securities and Exchange
           Commission  ("SEC")  pursuant to the Act ("Rule  144").  Unless,  and
           until,  the Shares are registered under the Act, they will be subject
           to  limitations  upon  resale  set  forth  in  Rule  144 or in  other
           administrative  interpretations  by the SEC in  effect at the time of
           the proposed sale or other disposition.

      c.   Purchaser has received all of the information it considers  necessary
           or  appropriate  for  determining  whether to  purchase  the  Shares.
           Purchaser  is  familiar  with  the  business,   affairs,   risks  and
           properties of the Company.  Purchaser has had an  opportunity  to ask
           questions  regarding the Company and the terms and  conditions of the
           offering of the Shares and receive such answers from the Company, its
           officers, directors and other representatives.  Purchaser has had the
           opportunity  to  obtain  any  additional   information   the  Company
           possesses or could  acquire  without  unreasonable  effort or expense
           necessary to verify the accuracy of the information furnished.

      d.   Purchaser has such  knowledge and expertise in financial and business
           matters that it is capable of evaluating  the merits and  substantial
           risks of an investment in the Shares and is able to bear the economic
           risks relevant to the purchase of the Shares hereunder.

      e.   Purchaser is relying solely upon  independent  consultation  with its
           professional,  legal,  tax,  accounting  and such other  advisors  as
           Purchaser deems to be appropriate in purchasing the Shares; Purchaser
           has been advised to, and has consulted with, its professional tax and
           legal advisors with respect to any tax  consequences  if investing in
           the Company.
<PAGE>
      f.   Purchaser  recognizes  that an  investment  in the  securities of the
           Company  involves a substantial risk and understands the risk factors
           related to the purchase of the Shares.

      g.   Purchaser understands that there may be no market for the Shares.

      h.   Purchaser's  financial  condition is such that  Purchaser is under no
           present or  contemplated  future  need to  dispose of any  portion of
           Shares to satisfy any existing or contemplated  undertaking,  need or
           indebtedness.

      i.   Without  in any way  limiting  the  representation  set forth  above,
           Purchaser  further  agrees not to make any  disposition of all or any
           portion of the Shares unless and until:

           (1)  There is then in effect a registration  statement  under the Act
                covering such proposed  disposition and such disposition is made
                in accordance with such registration statement; or

           (2)  Purchaser  shall  have  notified  the  Company  of the  proposed
                disposition and shall have furnished the Company with a detailed
                statement  of  the   circumstances   surrounding   the  proposed
                disposition,  and if requested by the Company,  Purchaser  shall
                have   furnished   the  Company  with  an  opinion  of  counsel,
                reasonably  satisfactory  to the Company and its  counsel,  that
                such disposition will not require registration under the Act.

      j.   Purchaser  understands that the certificate(s)  evidencing the Shares
           will bear substantially the following legend:

                "The securities  evidenced hereby have not been registered under
                the Securities Act of 1933, as amended (the"Act"), nor qualified
                under the securities laws of any states, and have been issued in
                reliance   upon   exemptions   from   such    registration   and
                qualification for non-public offerings.  Accordingly,  the sale,
                transfer,  pledge,  hypothecation,  or other  disposition of any
                such securities or any interest  therein may not be accomplished
                except pursuant to an effective registration statement under the
                Act and  qualification  under  applicable State securities laws,
                and/or  pursuant to an opinion of counsel,  satisfactory in form
                and   substance  to  the  Company,   to  the  effect  that  such
                registration and qualification are not required."

      k.   The Purchaser confers full authority upon the Company (i) to instruct
           its  transfer  agent not to transfer  any of the Shares  until it has
           received  written  approval  from the  Company  and (ii) to affix the
           legend in Section 3(j) above to the  certificate(s)  representing the
           Shares.

      l.   Purchaser  understands  that the Company is relying upon  Purchaser's
           representations  and  warranties  as contained  in this  Agreement in
           consummating the sale and transfer of the Shares without  registering
           them  under  the  Act or any  law.  Therefore,  Purchaser  agrees  to
           indemnify the Company against, and hold it harmless from, all losses,
           liabilities,  costs,  penalties  and expenses  (including  attorney's
           fees) which arise as a result of a sale,  exchange or other  transfer
           of the Shares other than as permitted under this Agreement. Purchaser
           further  understands  that  the  Company  will  make  an  appropriate
           notation on its transfer  records of the  restrictions  applicable to
           these Shares.

4.    Representations and Warranties of the Company.  The Company represents and
      warrants that:

      a.   The Company is a corporation  duly organized,  validly existing under
           the laws of the State of Nevada.

      b.   The Company has all necessary corporate power and authority under the
           laws of the State of Nevada and all other  applicable  provisions  of
           law to own its  properties  and other assets it now owns, to carry on
           its  business  as is now  conducted,  and to execute  and deliver and
           carry out the provisions of this Agreement.
<PAGE>
      c.   All  corporate  action on the part of the  Company  required  for the
           lawful  execution  and delivery of this  Agreement  and the issuance,
           execution  and  delivery of the Shares has been duly and  effectively
           taken. Upon execution and delivery,  this Agreement will constitute a
           valid  and  binding   obligation  of  the  Company,   enforceable  in
           accordance  with  its  terms,  except  as the  enforceability  may be
           limited by  applicable  bankruptcy,  insolvency  or similar  laws and
           judicial decisions affecting creditors' rights generally.

5.    Survival   of    Representations,    Warranties   and    Covenants.    The
      representations,   warranties  and  covenants  made  by  the  Company  and
      Purchaser  in this  Agreement  shall  survive the purchase and sale of the
      Shares.

6.    Miscellaneous.

      a.   In the  event  any one or more of the  provisions  contained  in this
           Agreement  are  for  any  reason  held  to  be  invalid,  illegal  or
           unenforceable  in  any  respect,   such  invalidity,   illegality  or
           unenforceability  shall  not  effect  any  other  provisions  of this
           Agreement.  This  Agreement  shall be construed  as if such  invalid,
           illegal or unenforceable provision had never been contained herein.

      b.   This Agreement shall be binding upon and insure to the benefit of the
           parties   and  their   respective   heirs,   legal   representatives,
           successors,  and  permitted  assigns.  The  parties  hereto  may  not
           transfer or assign any part of their rights or obligations  except to
           the extent expressly permitted by this Agreement.

      c.   This Agreement  constitutes  the entire  agreement and  understanding
           between  the parties  with  respect to the sale of the Shares and may
           not be modified or amended except in writing signed by both parties.

      d.   No term or condition of this  Agreement  shall be deemed to have been
           waived nor shall there be any  estoppel to enforce any  provision  of
           this Agreement except by written instrument of the party charged with
           such waiver or estoppel.

      IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Stock  Purchase
Agreement as of the day and year first appearing herein.

OMAP Holdings Incorporated ("Company")   BRIA Communications Corp. ("Purchaser")


/s/ James Tilton                               /s/ Richard Lifschutz
James Tilton, President                    Richard Lifschutz, Presiden
<PAGE>
                                    10 (i)(r)
<PAGE>
                            STOCK PURCHASE AGREEMENT


      THIS STOCK PURCHASE  AGREEMENT  ("Agreement")  is made effective as of the
9th day of February,  1996, by an between OMAP Holdings  Incorporated,  a Nevada
corporation  (the"Company")  ,  and  BRIA  Communications  Corp.,  a New  Jersey
corporation (the "Purchaser").

                                    Recitals


      The  Company  desires  to sell and  transfer,  and  Purchaser  desires  to
purchase and acquire,  Eight Thousand Five Hundred Seventy Two (8,572) shares of
the Company's  common  stock,  par value  $0.0001 per share (the  "Shares"),  to
Purchaser in a private non-registered and non-exempt transaction at the purchase
price of  $30,000,  or $3.50 per share,  on the terms and  conditions  set forth
below.

                                    Agreement

1.    Sale of Shares.  The Company agrees to issue the Shares to Purchaser,  and
      Purchaser  agrees to  purchase  the Shares from the  Company.  Immediately
      after the Company  receives a duly  executed  copy of this  Agreement  and
      payment of the  purchase  price as set forth in Section 2 herein,  it will
      cause its agent to deliver a certificate for the Shares to Purchaser.

2.    Purchase Price. The purchase price for the Shares is $3.50 per share for a
      total price of $30,000, cash (the "Purchase Price").

3.    Representation  and  Warranties of  Purchaser.  Purchaser  represents  and
      warrants that:

      a.   Purchaser is an entity incorporated in the United States of America.

      b.   Purchaser is acquiring  the Shares for its own account and not with a
           view to any distribution  within the meaning of the Securities Act of
           1933, as amended (the "Act"). Purchaser acknowledges that it has been
           advised and is aware that the Shares have not been  registered  under
           the Act and are being issued as "restricted stock" within the meaning
           of Rule 144 promulgated by the United States  Securities and Exchange
           Commission  ("SEC")  pursuant to the Act ("Rule  144").  Unless,  and
           until,  the Shares are registered under the Act, they will be subject
           to  limitations  upon  resale  set  forth  in  Rule  144 or in  other
           administrative  interpretations  by the SEC in  effect at the time of
           the proposed sale or other disposition.

      c.   Purchaser has received all of the information it considers  necessary
           or  appropriate  for  determining  whether to  purchase  the  Shares.
           Purchaser  is  familiar  with  the  business,   affairs,   risks  and
           properties of the Company.  Purchaser has had an  opportunity  to ask
           questions  regarding the Company and the terms and  conditions of the
           offering of the Shares and receive such answers from the Company, its
           officers, directors and other representatives.  Purchaser has had the
           opportunity  to  obtain  any  additional   information   the  Company
           possesses or could  acquire  without  unreasonable  effort or expense
           necessary to verify the accuracy of the information furnished.

      d.   Purchaser has such  knowledge and expertise in financial and business
           matters that it is capable of evaluating  the merits and  substantial
           risks of an investment in the Shares and is able to bear the economic
           risks relevant to the purchase of the Shares hereunder.

      e.   Purchaser is relying solely upon  independent  consultation  with its
           professional,  legal,  tax,  accounting  and such other  advisors  as
           Purchaser deems to be appropriate in purchasing the Shares; Purchaser
           has been advised to, and has consulted with, its professional tax and
           legal advisors with respect to any tax  consequences  if investing in
           the Company.
<PAGE>
      f.   Purchaser  recognizes  that an  investment  in the  securities of the
           Company  involves a substantial risk and understands the risk factors
           related to the purchase of the Shares.

      g.   Purchaser understands that there may be no market for the Shares.

      h.   Purchaser's  financial  condition is such that  Purchaser is under no
           present or  contemplated  future  need to  dispose of any  portion of
           Shares to satisfy any existing or contemplated  undertaking,  need or
           indebtedness.

      i.   Without  in any way  limiting  the  representation  set forth  above,
           Purchaser  further  agrees not to make any  disposition of all or any
           portion of the Shares unless and until:

           (1)  There is then in effect a registration  statement  under the Act
                covering such proposed  disposition and such disposition is made
                in accordance with such registration statement; or

           (2)  Purchaser  shall  have  notified  the  Company  of the  proposed
                disposition and shall have furnished the Company with a detailed
                statement  of  the   circumstances   surrounding   the  proposed
                disposition,  and if requested by the Company,  Purchaser  shall
                have   furnished   the  Company  with  an  opinion  of  counsel,
                reasonably  satisfactory  to the Company and its  counsel,  that
                such disposition will not require registration under the Act.

      j. Purchaser  understands  that the  certificate(s)  evidencing the Shares
      will bear substantially the following legend:

                "The securities  evidenced hereby have not been registered under
                the Securities Act of 1933, as amended (the"Act"), nor qualified
                under the securities laws of any states, and have been issued in
                reliance   upon   exemptions   from   such    registration   and
                qualification for non-public offerings.  Accordingly,  the sale,
                transfer,  pledge,  hypothecation,  or other  disposition of any
                such securities or any interest  therein may not be accomplished
                except pursuant to an effective registration statement under the
                Act and  qualification  under  applicable State securities laws,
                and/or  pursuant to an opinion of counsel,  satisfactory in form
                and   substance  to  the  Company,   to  the  effect  that  such
                registration and qualification are not required."

      k.   The Purchaser confers full authority upon the Company (i) to instruct
           its  transfer  agent not to transfer  any of the Shares  until it has
           received  written  approval  from the  Company  and (ii) to affix the
           legend in Section 3(j) above to the  certificate(s)  representing the
           Shares.

      l.   Purchaser  understands  that the Company is relying upon  Purchaser's
           representations  and  warranties  as contained  in this  Agreement in
           consummating the sale and transfer of the Shares without  registering
           them  under  the  Act or any  law.  Therefore,  Purchaser  agrees  to
           indemnify the Company against, and hold it harmless from, all losses,
           liabilities,  costs,  penalties  and expenses  (including  attorney's
           fees) which arise as a result of a sale,  exchange or other  transfer
           of the Shares other than as permitted under this Agreement. Purchaser
           further  understands  that  the  Company  will  make  an  appropriate
           notation on its transfer  records of the  restrictions  applicable to
           these Shares.

4.    Representations and Warranties of the Company.  The Company represents and
      warrants that:

      a.   The Company is a corporation  duly organized,  validly existing under
           the laws of the State of Nevada.

      b.   The Company has all necessary corporate power and authority under the
           laws of the State of Nevada and all other  applicable  provisions  of
           law to own its  properties  and other assets it now owns, to carry on
           its  business  as is now  conducted,  and to execute  and deliver and
           carry out the provisions of this Agreement.
<PAGE>
      c.   All  corporate  action on the part of the  Company  required  for the
           lawful  execution  and delivery of this  Agreement  and the issuance,
           execution  and  delivery of the Shares has been duly and  effectively
           taken. Upon execution and delivery,  this Agreement will constitute a
           valid  and  binding   obligation  of  the  Company,   enforceable  in
           accordance  with  its  terms,  except  as the  enforceability  may be
           limited by  applicable  bankruptcy,  insolvency  or similar  laws and
           judicial decisions affecting creditors' rights generally.

5.    Survival   of    Representations,    Warranties   and    Covenants.    The
      representations,   warranties  and  covenants  made  by  the  Company  and
      Purchaser  in this  Agreement  shall  survive the purchase and sale of the
      Shares.

6.    Miscellaneous.

      a.   In the  event  any one or more of the  provisions  contained  in this
           Agreement  are  for  any  reason  held  to  be  invalid,  illegal  or
           unenforceable  in  any  respect,   such  invalidity,   illegality  or
           unenforceability  shall  not  effect  any  other  provisions  of this
           Agreement.  This  Agreement  shall be construed  as if such  invalid,
           illegal or unenforceable provision had never been contained herein.

      b.   This Agreement shall be binding upon and insure to the benefit of the
           parties   and  their   respective   heirs,   legal   representatives,
           successors,  and  permitted  assigns.  The  parties  hereto  may  not
           transfer or assign any part of their rights or obligations  except to
           the extent expressly permitted by this Agreement.

      c.   This Agreement  constitutes  the entire  agreement and  understanding
           between  the parties  with  respect to the sale of the Shares and may
           not be modified or amended except in writing signed by both parties.

      d.   No term or condition of this  Agreement  shall be deemed to have been
           waived nor shall there be any  estoppel to enforce any  provision  of
           this Agreement except by written instrument of the party charged with
           such waiver or estoppel.

      IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Stock  Purchase
Agreement as of the day and year first appearing herein.

OMAP Holdings Incorporated ("Company")   BRIA Communications Corp. ("Purchaser")


/s/ James Tilton                               /s/ Richard Lifschutz
James Tilton, President                    Richard Lifschutz, President
<PAGE>
                                    10 (i)(s)
<PAGE>
                            STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE AGREEMENT ("Agreement") is made effective as od the
28th day of September  1995,  by and between BRIA  Communications  Corp.,  a New
Jersey  corporation  (the"Company"),  and Tinarong Building  Material  Holdings,
Ltd., a Utah corporation (the "Purchaser").

                                    Recitals

         The Company  desires to sell and  transfer,  and  Purchaser  desires to
purchase and acquire, Fourty Thousasn (40,000) shares of Company's common stock,
par  value  $0.001  per  share  (the  "Shares"),   to  Purchaser  in  a  private
non-registered  and  nonexempt  transaction  at the purchase  price of $0.25 per
share on the terms and conditions set forth below.

                                    Agreement


1.       Sale of Shares.  The Company  agrees to issue the Shares to  Purchaser,
         and  Purchaser   agrees  to  purchase  the  Shares  from  the  Company.
         Immediately  after the Company  receives a duly  executed  copy of this
         Agreement  and payment of the purchase  price as set forth in Section 2
         herein,  it will  cause its agent to  deliver  a  ceritificate  for the
         Shares to Purchaser.

2.       Purchase  Price.  The purchase  price for the Shares is $0.25 per share
         for a total price of $10,000 cash (the "Purchase Price").

3.       Representations and Warranties of Purchaser.  Purchaser  represents and
         warrants that:

                  a.       Purchaser  is an entity  incorporated  in the  United
                           States of America.

                  b.       Purchaser  is  acquireing  the  Shares  for  its  own
                           account  and  not  with  a view  to any  distribution
                           within the meaning of the  Securities Act of 1933, as
                           amended (the "Act").  Purchaser  acknowledges that it
                           has been  advised  and is aware that the Shares  have
                           not  been  registered  under  the Act  and are  being
                           issued as  "restricted  stock"  within the meaning of
                           Rule 144 promulgated by the United States  Securities
                           and Exchange  Commission  ("SEC") pursuant to the Act
                           ("Rule  144").  Unless,  and  until,  the  Shares are
                           registered  under the Act,  they will be  subject  to
                           limitations  upon  resale set forth in Rule 144 or in
                           other  administrative  interpretations  by the SEC in
                           effect  at the  time of the  proposed  sale or  other
                           disposition.

                  c.       Purchaser  has  received  all of the  information  it
                           considers  necessary or appropriate  for  determining
                           whether to purchase the Shares. Purchaser is familiar
                           with the business,  affairs,  risks and properties of
                           the Company.  Purchaser has had an opportunity to ask
                           questions  regarding  the  Company  and the terms and
                           conditions  of the offering of the Shares and receive
                           such  answers  from  the   Company,   its   officers,
                           directors  and other  representatives.  Purchaser has
                           had  the   opportunity   to  obtain  any   additional
                           information  the Company  possesses or could  acquire
                           without  unreasonable  effort or expense necessary to
                           verify the accuracy of the information furnished.

                  d.       Purchaser   has  such   knowledge  and  expertise  in
                           financial  business  matters  that it is  capable  of
                           evaluating  the  merits and  substantial  risks of an
                           investment  in the  Shares  and is able  to bear  the
                           economic risks relevant to the purchase of the Shares
                           hereunder.

                  e.       Purchaser   is  relying   solely   upon   independent
                           consultation  with  its  professional,   legal,  tax,
                           accounting and such other advisors as Purchaser deems
                           to be appropriate in purchasing the Shares; Purchaser
                           has been  advised  to, and has  consulted  with,  its
                           professional  tax an legal  advisors  with respect to
                           any tax consequences of investing in the Company.
<PAGE>
                  f.       Purchaser   recognizes  that  an  investment  in  the
                           sercurities of the Company involves  substantial risk
                           and  understands  the  risk  factors  related  to the
                           purchase of the Shares.

                  g.       Purchaser  understands that theremay be no market for
                           the Shares.

                  h.       Purchaser's   financial   condition   is  such   that
                           Purchaser is under no present or contemplated  furute
                           need to dispose  of any  portion of Shares to satisfy
                           any  existing or  contemplated  undertaking,  need or
                           indebtedness.

                  i.       Without in any way  limiting the  representation  set
                           forth above, Purchaser further agrees not to make any
                           disposition  of  all  or any  portion  of the  Shares
                           unless and until:

                           (1)      There  is  then  in  effect  a  registration
                                    statement   under  the  Act  covering   such
                                    proposed disposition and such disposition is
                                    made in  accordance  with such  registration
                                    statement; or

                           (2)      Purchaser shall have notified the Company of
                                    the  proposed  disposition  and  shall  have
                                    furnished   the  Company   with  a  detailed
                                    statement of the  circumstances  surrounding
                                    the proposed  disposition,  and if requested
                                    by  the   Company,   Purhcaser   shall  have
                                    furnished  the  Company  with an  opinion of
                                    counsel,   reasonably  satisfactory  to  the
                                    Company   and   its   counsel,   that   such
                                    disposition  will not  require  registration
                                    under the Act.

                 j.        Purchaser    understand   that   the   certificate(s)
                           evidenceing  the Shares will bear  substantially  the
                           following legend:

                                    "The  securities  evidences  hereby have not
                                    been registered  under the Securities Act of
                                    1933, as amendend (the "Act"), nor qualified
                                    under the securities laws of any states, and
                                    have been issued in reliance upon exemptions
                                    from such registration and qualification for
                                    nonpublic offerings.  Accordingly, the sale,
                                    transdfer, pledge,  hypothecation,  or other
                                    disposition  of any such  securities  or any
                                    interest  therein  may  not be  accomplished
                                    except pursuant to an effective registration
                                    statement  under  the Act and  qualification
                                    under   applicable  State  securities  laws,
                                    and/or  pursuant  to an option of  counsel ,
                                    satisfactory  in form and  substance  to the
                                    Company,    to   the   effect    that   such
                                    registration  and   qualification   are  not
                                    required."

                 k.        The Purchaser confers full authority upon the Company
                           (i) to instruct  its  transfer  agent not to transfer
                           any of the  Shares  until  it  has  received  written
                           approval  from the  Company  and  (ii) to  affix  the
                           legend  in   Section  3  (j)  above  to  the  to  the
                           certificates(s) representing the Shares.

                 l.        Purchaser  understands  that the  Company  is relying
                           upon  Purchaser's  representations  and  warranies as
                           contained in this Agreement in consummating  the sale
                           and transfer of the Shares without  registering  them
                           under the Act or any law. Therefore, Purchaser agrees
                           to  indemnify  the  Company  against,   and  hold  it
                           harmless  from,  all  losses,   liabilities,   costs,
                           penalties and expenses  (including  attorney's  fees)
                           which arise as a result of a sale,  exchange or other
                           transfer of the Shares other than as permitted  under
                           this Agreement.  Purchaser  further  understands that
                           the Company will make a  appropriate  notation on its
                           transfer  record of the  restriction  application  to
                           these Shares.

4.        Representations and Warranties of the Company.  The Company represents
          and warrants that:

                 a.        The Company is a corporation duly organized,  validly
                           existing under the laws of the State of New Jersey.

                 b.        The Company  has all  necessary  corporate  power and
                           authority  under the laws of the State of New  Jersey
                           and all other applicable provisions of law to own its
                           properties  and other assets it now owns, to carry on
                           its business as is now conducted,  and to execute and
                           deliver   and  carry  out  the   provisions   of  the
                           Agreement.
<PAGE>
                 c.        All  corporate  action  on the  part  of the  Company
                           required  for the lawful  execution  and  delivery of
                           this  Agreement  and  the  issuance,   execution  and
                           delivery of the Shares has been duly and  effectively
                           taken.  upon  execution and delivery,  this Agreement
                           will constiture a valid and binding obligation of the
                           Company,  enforceable  in accordance  with its terms,
                           except  as  the  enforceability  may  be  limited  by
                           applicable bankruptcy, insolvency or similar laws and
                           judicial   decisions   affecting   creditors'  rights
                           generally.

5.        Survival   of   Representations,   Warranties   and   Covenants.   The
          representations,  warranties  and  covenants  made by the  Company and
          Purchaser in this Agreement shall survive the purchase and sale of the
          Shares.

6.       Miscellaneous.

                 a.        In the  event  any  one  or  more  of the  provisions
                           contained in this  Agreement  are for any reason held
                           to  be  invalid,  illegal  or  unenforceable  in  any
                           respect,     such    invalidity,     illegality    or
                           unenforceability   shall   not   effect   any   other
                           provisions of this Agreement. This Agreement shall be
                           construed   as   if   such   invalid,    illegal   or
                           unenforceable  provision  had  never  been  contained
                           herein.

                 b.        This  Agreement  shall be binding  upon and insure to
                           the benefit of the parties and their respective hirs,
                           legal   representatives,   successors  and  permitted
                           assigns.  The  parties  hereto  may not  transfer  or
                           assign any part of their rights or obligations except
                           to the extent expressly permitted by this Agreement.

                 c.        This Agreement  constitutes the entire  agreement and
                           understanding between the parties with respect to the
                           sale  of the  Shares,  and  may  not be  modified  or
                           amended except in writing signed by both parties.

                 d.        No term or  condition  of this  Agreement  shalll  be
                           deemed to have  been  waived  nor shall  there be any
                           estoppel to enforce any  provision of this  Agreement
                           except by  written  instrument  of the party  charged
                           with such waiver or estoppel.

         IN WITNESS  WHEREOF,  the parties  have  executed  this Stock  Purchase
Agreement as of the day and year first appearing herein.

Tianrong Building Material Holdings, Ltd.         BRIA Communications Corp. 
        ("Purchaser")                                     ("Company")


/s/ Mathew A. Veal                                       /s/ Richard Lifschutz
--------------------------                      -------------------------------
Matthew A. Veal, Vice-President                   Richard Lifschutz, President
<PAGE>