Bria Communications Corp Watch

from 8-K 1 page Agreement Made This 15th Day of October, 1998 by and Between Bria Communications Corp., Having Offices Located at 8 West 38th Street, 9th Floor, New York, Ny (The "Company") and James Tilton, Having Offices at 82-66 Austin Street, Kew Gardens, New York 11415 (" Consultant"). Whereas, the Company Wishes to Employ the Services of Consultant as Its Consultant; and Whereas, Consultant Wishes to Render Consulting Services to the Company. Now, Therefore, in Consideration of the Promises and of the Mutual Agreements, Representations, Warranties, Provisions and Covenants Contained Herein, the Parties Agree as Follows: 1. Scope of Services the Company Herewith and Hereby Retains Consultant as Its Non-Exclusive Consultant and Consultant Herewith and Hereby Agrees to Act in Such Capacity for the Company. Consultant in His Capacity of Consultant Will Render Advice to the Company, Including, but Not Limited To, Analysis of the Company's Proposed Expansion Plans, if Any, Proposed Additional Financings and Act as an Officer and Director of the Company. 2. Term the Term of This Consulting Agreement Shall Be One (1) Year From the Day, Month and Year First Above Written. <page> 3. Compensation the Company Agrees to Pay to Consultant and Consultant Agrees to Accept From the Company a Fee for the Term of 5,000,000 Shares of the Company's Common Stock Which Shares Shall Bear Restrictive Legend. 4. This Agreement Shall Be Construed by the Laws of the State of New York. in Witness Whereof, the Parties Have Set Their Hands and Seals the First Day, Month and Year as Above Written. Bria Communications Corp. By: /S/ Jane Zheng Jane Zheng Corporate Secretary /S/ James Tilton James Tilton

from 10QSB 1 page Addendum to Agreement This Is an Addendum Entered Into This 12th Day of June, 1998, to the Agreement Signed April 16th, 1998 Between Bria Communications Corporation ("Bria"), a New Jersey Corporation and International Beverage Development Corporation ("Ibdc"), a Delaware Corporation. 1. Extension of Closing. Both Parties to This Agreement Have Mutually Agreed to Move the Date of Closing Forward From April 23, 1998 to July 7, 1998. Bria Communications Corporation Attest: /S/Barbara Lifschutz By: /S/Richard Lifschutz International Beverage Development Corporation Attest:/S/ Marie N. Shaw By:/S/James A. Tilton

from 10QSB 1 page Addendum to Agreement This Addendum Entered Into This 16th Day of April 1998, Between Bria Communications Corporation ("Bria"),a New Jersey Corporation and International Beverage Development Corporation ("Ibdc"), a Delaware Corporation. 1. Fees and Commissions. Except as Described in This Section, No Broker, Finder, or Other Person or Entity Is Entitled to Any Fee or Commission From Bria, Ibdc, Am Viet Development Corporation or Quang Tri for Services Rendered on Behalf of Any of Them or in Connection With the Transaction and Ongoing Consulting Services to the Parties, Bria Agrees to Issue Hudson Consulting Inc. ("Hudson") or (The Consultant"), Including Their Designees, a Total of 5% of the Authorized Shares of Bria. the Parties Agree That There Shall Not Be a Reverse Split for a One Year Period From the Date of Closing. Such Shares Shall Be Issued at Closing. 2. Term: Indemnification: All Representations, Warranties, Covenants and Agreements Made Herein and in the Exhibits Attached Hereto Shall Survive the Execution and Delivery of the Agreement and Payment Pursuant Thereto. the Officers and Directors of Ivdc Hereby Agree, Jointly an Severaly, to Indenmify, Defend, and Hold Harmless Bria, and Its Officers and Directors From and Against Any Damage, Loss Liability, or Expense (Including, Without Limitation, Reasonable Expenses of Investigation and Reasonable Attorney's Fees) Arising Our of Any Material Breach of Any Representation, Warranty, Covenant, or Agreement Made by the Officers and Directors of Bria in the Agreement. Bria Communications Corporation Attest: /S/Barbara Lifschutz By: /S/Richard Lifschutz International Beverage Development Corporation Attest:/S/ Marie N. Shaw By:/S/James A. Tilton

from 10QSB ~5 pages Material Contract

from 10QSB/A ~5 pages Stock Exchange Agreement

from 10QSB/A ~5 pages Stock Exchange Agreement

from 10QSB ~5 pages Rescission Agreement

from 10QSB ~5 pages Rescission Agreeement

from 8-K 1 page Recission of Stock

from 10KSB/A ~20 pages Stock Exchange Agreement Dated December 8, 1995

from 10KSB 1 page July 11, 1995 Addendum All Parties to the Letter Agreement Dated July 7, 1995 (The "Parties"), Modifying and Amending the Settlement Agreement Dated December 16, 1994 (The "Letter Agreement"), Hereby Agree That the Former Metallurgical Industries, Inc., N/K/a Bria Communications Corp. ("Bria") Is Not Presently Capable of Registering Shares Pursuant to Form S-8 Registration Statement as Promulgated by the Securities Act of 1933. This Incapacity Stems From Bria's Non-Filing of Periodic Reports as Required by Section 13 or 15(d) of the Securities Exchange Act of 1934. the Parties Agree That Bria Will Register the Shares Discussed in the Letter Agreement Pursuant to Form S-8 as Soon as It Is Legally Entitled. Such Registration Will Be Lawful and Will Occur Upon Bria's Filing of All Past Due Periodic Reports. the Parties Acknowledge That Such Filings Are Contingent Upon Bria's Receipt of the Detail Trial Balance for the Period January 1, 1994 Through December 31, 1994, From Richard T. Johnson. in Witness Whereof, the Parties Have Executed This Addendum to the Letter Agreement on the Above Date. Canton Industrial Corporation A-Z Professional Consultants, Inc. /S/ Richard Surber /S/ Richard Surber Richard Surber, President Richard Surber, President Bria Communications Corp. Ira L. Friedman /S/ Richard Lifschutz /S/ Ira L. Friedman Richard Lifschutz, President Ira L. Friedman Richard T. Johnson /S/ Richard T. Johnson Richard T. Johnson

from 10KSB 1 page Letter of Agreement and Settlement of All Claims.

from 10KSB ~20 pages Consulting Agreement

from 10KSB ~10 pages Consulting Agreement.

from 10KSB ~10 pages Consulting Agreement

from 10KSB ~5 pages Letter of Agreement.