Bria Communications Corp – ‘8-K’ for 7/29/98 – EX-2

As of:  Tuesday, 8/11/98   ·   For:  7/29/98   ·   Accession #:  891092-98-285   ·   File #:  0-02549

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     10K 
 2: EX-2        Acquisition Agreement                                  5     19K 

EX-2   —   Acquisition Agreement

EX-2
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                                                                       EXHIBIT 2

AGREEMENT 

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

RECITALS

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

AGREEMENT 

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

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

3.    BCC,  in  exchange  for the  acquisition  of AVDC  including  the  Monarch
      license, agrees to pay to IBDC $6,200,000 in BCC restricted common shares,
      authorized, yet heretofore unissued. The proposed exchange of stocks shall
      be treated and  recorded as a purchase of assets  rather than a pooling of
interest.                                                           

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

EX-2
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5.    Concurrent with the execution of this Agreement, IBDC shall make available
      all  records  of IBDC  and AVDC to BCC,  including,  but not  limited  to,
      financial  statements for the development stage of the company,  financial
      statements  for  the  interim   fiscal   quarters,   corporated   minutes,
      correspondence  and  documents  with the  country  of  Vietnam,  licenses,
      franchise  agreements,  and such other records of the Corporation as shall
be required by agents and counsels of BCC.                          

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

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

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

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

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

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

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

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

2 

EX-2
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12.   BCC and IBDC agree to file all such necessary papers and forms as shall be
      required by counsel for IBDC and BCC with respect to the  securities  laws
of the State of New York and the Securities Exchange Commission.    

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

14.   Closing for this transaction shall take place on or before April 23, 1998.
      Prior to closing all  documents  shall be  exchanged.  Closing  shall take
      place at the offices of Jensen,  Duffin,  Dibb,  Carman and Jackson at 311
      South State Street,  Suite 380, Salt Lake City, Utah 34111.  All shares to
      be delivered from AVDC at closing will have been escrowed with the officer
      of Jensen,  Duffin,  Dibb, Carman and Jackson in Salt Lake City, Utah, and
 shall be delivered upon execution of the remaining closing documents.

                                   BRIA COMMUNICATIONS CORPORATION

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

                          INTERNATIONAL BEVERAGE
                           DEVELOPMENT CORPORATION

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

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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, AmViet Development  Corporation or Quang Tri for services
      rendered of behalf of any of them or in connection  with the  transactions
      contemplated  by the  Agreement.  As  compensation  for  its  services  in
      initiating  this  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 9% 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 IBDC hereby  agree,  jointly as  severally,
      indemnify,  defend and hold harmless  Bria, and its officers and directors
      from against any damage, loss liability,  or expense  (including,  without
      limitation, reasonable expenses of investigation and reasonable attorney's
      fees)  arising out of any  material  breach of  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             
     -------------------------             -------------------------------
Barbara Lifschutz                     Richard Lifschutz 

                          INTERNATIONAL BEVERAGE
                           DEVELOPMENT CORPORATION

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

EX-2
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ADDENDUM TO AGREEMENT 

      This is an  Addendum  entered  into  this 12th day of June,  1998,  to the
Agreement  signed  April  16,  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             
     -------------------------             -------------------------------
Barbara Lifschutz                     Richard Lifschutz 

                          INTERNATIONAL BEVERAGE
                           DEVELOPMENT CORPORATION

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

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		8/11/98							None on these Dates
For Period End:		7/29/98
		7/7/98		5
		4/23/98		3		5
		4/21/98		2
		4/16/98		5
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