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EXHIBIT 4.86

                              BRIDGE LOAN AGREEMENT


                  THIS BRIDGE LOAN AGREEMENT, dated as of October ___, 2006, is
entered into by and between BRILLIANT TECHNOLOGIES CORPORATION, a Delaware
corporation with headquarters located at 211 Madison Avenue, New York, New York
(the "Company"), and the entity named on an executed counterpart of the
signature page hereto (the "Buyer").


                              W I T N E S S E T H:

                  WHEREAS, the Company and the Buyer are executing and
delivering this Agreement in accordance with and in reliance upon the exemption
from securities registration for offers and sales to accredited investors
afforded, inter alia, by Rule 506 under Regulation D ("Regulation D") as
promulgated by the United States Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (the "1933 Act"), and/or Section
4(2) of the 1933 Act; and

                  WHEREAS, the Buyer wishes to lend funds in the amount of the
Purchase Price (as defined below) to the Company, subject to and upon the terms
and conditions of this Agreement and acceptance of this Agreement by the
Company, the repayment of which will be represented by a Promissory Note of the
Company (the "Note"), on the terms and conditions referred to herein; and

                  WHEREAS, in connection with the loan to be made by the Buyer,
the Company has agreed to issue the Note and the Warrant (as defined below) to
the Buyer;

                  NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

         AGREEMENT TO PURCHASE; PURCHASE PRICE.

                  a. PURCHASE.

                  (i) Subject to the terms and conditions of this Agreement and
the other Transaction Agreements (as defined below), the Buyer hereby agrees to
loan to the Company the principal amount specified on the Buyer's signature page
of this Agreement (the "Purchase Price").

                  (ii) The obligation to repay the loan of the relevant Purchase
Price from the Buyer shall be evidenced by the Company's issuance of one or more
Notes to the Buyer in the principal amount of One Hundred Three (103%) of the
Purchase Price paid by the Buyer. Each Note shall be payable on the date which
is the earlier of (i) December ___, 2006, or (ii) the date on which the New
Transaction Threshold (as defined in the Note) occurs. Each Note, which shall be
shall be in the form of ANNEX I annexed hereto.

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                  (iii) In consideration of the loan to be made by the Buyer,
the Company will issue to the Buyer the Warrant to purchase the number of shares
of Common Stock of the Company ("Common Stock") as provided in Section 4 hereof.

                  (iv) The loan to be made by the Buyer and the issuance of the
Note and the Warrant to the Buyer and the other transactions contemplated hereby
are sometimes referred to herein and in the other Transaction Agreements as the
purchase and sale of the Securities (as defined below), and are referred to
collectively as the "Transactions."

                  b. CERTAIN DEFINITIONS. As used herein, each of the following
terms has the meaning set forth below, unless the context otherwise requires:

                  "Affiliate" means, with respect to a specific Person referred
to in the relevant provision, another Person who or which controls or is
controlled by or is under common control with such specified Person.

                  "Buyer Control Person" means each director, executive officer,
promoter, and such other Persons as may be deemed in control of the Buyer
pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act (as
defined below).

                  "Certificate of Incorporation Amendment" means an amendment to
the Company's Certificate of Incorporation to increase the authorized capital
stock of the Company in an amount sufficient such that all shares of Common
Stock subject to the Warrants can be issued upon exercise of the Warrants.

                  "Certificate of Incorporation Amendment Filing Date" means the
date the Company files with the Secretary of State of Delaware the Certificate
of Incorporation Amendment.

                  "Certificates" means the ink-signed Note and the Warrant, each
duly executed by the Company and issued on the Closing Date in the name of the
Buyer.

                  "Closing Date" means the date of the closing of the
Transactions, as provided herein.

                   "Company Control Person" means each director, executive
officer, promoter, and such other Persons as may be deemed in control of the
Company pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act
(as defined below).

                  "Conversion Shares" shall mean the shares of Common Stock
issuable pursuant to the terms of the Note.

                  "Holder" means the Person holding the relevant Securities at
the relevant time.


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                  "Last Audited Date" means December 31, 2005.

                  "Material Adverse Effect" means an event or combination of
events, which individually or in the aggregate, would reasonably be expected to
(x) adversely affect the legality, validity or enforceability of the Purchased
Securities or any of the Transaction Agreements, (y) have or result in a
material adverse effect on the results of operations, assets, or financial
condition of the Company and its subsidiaries, taken as a whole, or (z)
adversely impair the Company's ability to perform fully on a timely basis its
material obligations under any of the Transaction Agreements or the transactions
contemplated thereby.

                  "New Common Stock" means shares of Common Stock and/or
securities convertible into, and/or other rights exercisable for, Common Stock,
which are offered or sold in a New Transaction.

                  "New Investor" means the third party investor, purchaser or
lender (howsoever denominated) in a New Transaction.

                  "New Transaction" means the offer or sale of notes, debentures
or New Common Stock by or on behalf of the Company to a New Investor in a
transaction offered or consummated after the date hereof; provided, however,
that it is specifically understood that the term "New Transaction" (1) includes,
but is not limited to, a sale of Common Stock or of a security convertible into
Common Stock or an equity or credit line transaction, but (2) does not include
(a) the issuance of Common Stock upon the exercise or conversion of options,
warrants or convertible securities outstanding on the date hereof, or in respect
of any other financing agreements as in effect on the date hereof, (b) the
issuance of Common Stock pursuant to an Employee Stock Option Plan (an "ESOP")
of the Company, such ESOP having been properly approved by the shareholders of
the Company, (c) the issuance of Common Stock to employees, directors or
consultants of the Company, (d) the issuance of Common Stock upon the exercise
of any options or warrants referred to in the preceding clauses of this
paragraph (provided the same is not amended after the date hereof (other than
the Company may extend the expiration date thereof), or (e) the issuance of
shares to a Strategic Partner.

                  "New Transaction Funds" shall mean all amounts received in
respect of any New Transaction.

                  "Person" means any living person or any entity, such as, but
not necessarily limited to, a corporation, partnership or trust.

                  "Principal Trading Market" means the Over the Counter Bulletin
Board or such other market on which the Common Stock is principally traded at
the relevant time, but shall not include the "pink sheets."

                  "Purchased Securities" means the Note and the Warrant.


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                  "Registrable Securities" means the Warrant Shares and
Conversion Shares, unless such shares can then be sold by the Holder without
volume or other restrictions or limit.

                  "Registration Rights Provisions" means the registration rights
contemplated by the terms of this Agreement, including, but not necessarily
limited to, Section 4(h) hereof, and of the other Transaction Agreements.

                  "Registration Statement" means an effective registration
statement covering the Registrable Securities.

                  "Securities" means the Note, the Warrant and the Shares.

                  "Shares" means the shares of Common Stock representing any of
the Warrant Shares.

                  "State of Incorporation" means Delaware.

                  "Strategic Partner" means a third party, whether or not
currently affiliated with the Company, hereof, which party (i) is engaged in a
business which is the business in which the Company or one of its subsidiaries
is engaged or a similar or related business, and (ii) either (a) subsequently
purchases equity securities of the Company (or securities convertible into
equity securities of the Company), or (b) enters into an agreement for one or
more of the following: the licensing by the Company or one of its subsidiaries
of all or any portion of its technology to such third party, the licensing by
such third party of all or any portion of its technology to the Company or one
of its subsidiaries, or any other coordination of all or a portion of their
respective business activities or operations by the Company or one of its
subsidiaries and such third party.

                  "Trading Day" means any day during which the Principal Trading
Market shall be open for business.

                  "Transfer Agent" means, at any time, the transfer agent for
the Common Stock.

                  "Transaction Agreements" means this Bridge Loan Agreement, the
Note, and the Warrant, and includes all ancillary documents referred to in those
agreements.

                  "Warrant" means the warrant issued to the Buyer as
contemplated by Section 4 of this Agreement.

                  "Warrant Shares" means the shares of Common Stock issuable
upon exercise of the Warrant.

                  c. FORM OF PAYMENT; DELIVERY OF CERTIFICATES. On the Closing
Date, the Buyer shall pay the Purchase Price by delivering immediately available
good funds in United States Dollars to the Company no later than the date prior
to the Closing Date and the Company shall deliver the Certificates, each duly
executed on behalf of the Company and issued in the name of the Buyer, to the
Buyer.


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                  d. METHOD OF PAYMENT. Payment of the Purchase Price shall be
made by wire transfer of funds to an account identified by the Company to the
Buyer.

                  2. BUYER REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO
INFORMATION; INDEPENDENT INVESTIGATION.

                  The Buyer represents and warrants to, and covenants and agrees
with, the Company as follows:

                  Without limiting Buyer's right to sell the Securities pursuant
to an effective registration statement or otherwise in compliance with the 1933
Act, the Buyer is purchasing the Securities for its own account for investment
only and not with a view towards the public sale or distribution thereof and not
with a view to or for sale in connection with any distribution thereof.

                  The Buyer is (i) an "accredited investor" as that term is
defined in Rule 501 of the General Rules and Regulations under the 1933 Act by
reason of Rule 501(a)(3), (ii) experienced in making investments of the kind
described in this Agreement and the related documents, (iii) able, by reason of
the business and financial experience of its officers (if an entity) and
professional advisors (who are not affiliated with or compensated in any way by
the Company or any of its Affiliates or selling agents), to protect its own
interests in connection with the transactions described in this Agreement, and
the related documents, and to evaluate the merits and risks of an investment in
the Securities, and (iv) able to afford the entire loss of its investment in the
Securities.

                  All subsequent offers and sales of the Securities by the Buyer
shall be made pursuant to registration of the relevant Securities under the 1933
Act or pursuant to an exemption from registration.

                  The Buyer understands that the Securities are being offered
and sold to it in reliance on specific exemptions from the registration
requirements of the 1933 Act and state securities laws and that the Company is
relying upon the truth and accuracy of, and the Buyer's compliance with, the
representations, warranties, agreements, acknowledgments and understandings of
the Buyer set forth herein in order to determine the availability of such
exemptions and the eligibility of the Buyer to acquire the Securities.

                  The Buyer and its advisors, if any, have been furnished with
or have been given access to all materials relating to the business, finances
and operations of the Company and materials relating to the offer and sale of
the Securities which have been requested by the Buyer, including those set forth
on in any annex attached hereto. The Buyer and its advisors, if any, have been
afforded the opportunity to ask questions of the Company and its management and
have received complete and satisfactory answers to any such inquiries. Without
limiting the generality of the foregoing, the Buyer has also had the opportunity
to obtain and to review the Company's filings on EDGAR listed on ANNEX VI hereto
(the documents listed on such Annex VI, to the extent available on EDGAR or
otherwise provided to the Buyer as indicated on said Annex VI, collectively, the
"Company's SEC Documents").


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<PAGE>

                  The Buyer understands that its investment in the Securities
involves a high degree of risk.

                  The Buyer hereby represents that, in connection with its
purchase of the Securities, it has not relied on any statement or representation
by the Company or any of its officers, directors and employees or any of its
attorneys or agents, except as specifically set forth herein.

                  The Buyer understands that no United States federal or state
agency or any other government or governmental agency has passed on or made any
recommendation or endorsement of the Securities.

                  This Agreement and the other Transaction Agreements to which
the Buyer is a party, and the transactions contemplated thereby, have been duly
and validly authorized, executed and delivered on behalf of the Buyer and are
valid and binding agreements of the Buyer enforceable in accordance with their
respective terms, subject as to enforceability to general principles of equity
and to bankruptcy, insolvency, moratorium and other similar laws affecting the
enforcement of creditors' rights generally.

                  3. COMPANY REPRESENTATIONS, ETC. The Company represents and
warrants to the Buyer as of the date hereof and as of the Closing Date that,
except as otherwise provided in the Company's SEC Documents (which qualifies all
such representations and warranties):

                  a. RIGHTS OF OTHERS AFFECTING THE TRANSACTIONS. There are no
preemptive rights of any shareholder of the Company, as such, to acquire the
Note, the Warrant or the Shares. No party has a currently exercisable right of
first refusal which would be applicable to any or all of the transactions
contemplated by the Transaction Agreements.

                  b. STATUS. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Incorporation and has the requisite corporate power to own its properties and to
carry on its business as now being conducted. The Company is duly qualified as a
foreign corporation to do business and is in good standing in each jurisdiction
where the nature of the business conducted or property owned by it makes such
qualification necessary, other than those jurisdictions in which the failure to
so qualify would not have or result in a Material Adverse Effect. The Company
has registered its stock and is obligated to file reports pursuant to Section 12
or Section 15(d) of the Securities and Exchange Act of 1934, as amended (the
"1934 Act"). The Common Stock is quoted on the Principal Trading Market. The
Company has received no notice, either oral or written, with respect to the
continued eligibility of the Common Stock for such quotation on the Principal
Trading Market, and the Company has maintained all requirements on its part for
the continuation of such quotation.


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<PAGE>

                  c. AUTHORIZED SHARES.

         (i) The authorized capital stock of the Company consists of (x)
800,000,000 shares of Common Stock, $0.0001 par value per share, of which
approximately _______________ are outstanding as of ___________________, and (y)
1,000,000 shares of Preferred Stock, $0.001 par value, of which _________ are
outstanding as of the date hereof.

         (ii) There are no outstanding securities which are convertible into
shares of Common Stock, whether such conversion is currently exercisable or
exercisable only upon some future date or the occurrence of some event in the
future.

         (iii) All issued and outstanding shares of Common Stock have been duly
authorized and validly issued and are fully paid and non-assessable. On the
Certificate of Incorporation Amendment Filing Date the Company will have
sufficient authorized and unissued shares of Common Stock as would be necessary
to effect the issuance of the Shares upon the exercise of the Warrant.

         (iv) On the Certificate of Incorporation Amendment Filing Date the
Shares will be duly authorized by all necessary corporate action on the part of
the Company, and, when issued upon exercise of the Warrant, in accordance with
its terms, will have been duly and validly issued, fully paid and non-assessable
and will not subject the Holder thereof to personal liability by reason of being
such Holder.

                  d. TRANSACTION AGREEMENTS AND STOCK. This Agreement and each
of the other Transaction Agreements, and the transactions contemplated thereby,
have been duly and validly authorized by the Company, this Agreement has been
duly executed and delivered by the Company and this Agreement is, and the Note,
the Warrant and each of the other Transaction Agreements, when executed and
delivered by the Company, will be, valid and binding agreements of the Company
enforceable in accordance with their respective terms, subject as to
enforceability to general principles of equity and to bankruptcy, insolvency,
moratorium, and other similar laws affecting the enforcement of creditors'
rights generally.

                  e. NON-CONTRAVENTION. The execution and delivery of this
Agreement and each of the other Transaction Agreements by the Company, the
issuance of the Securities, and the consummation by the Company of the other
transactions contemplated by this Agreement, the Note, the Warrant and the other
Transaction Agreements do not and will not conflict with or result in a breach
by the Company of any of the terms or provisions of, or constitute a default
under (i) the certificate of incorporation or by-laws of the Company, each as
currently in effect, (ii) any indenture, mortgage, deed of trust, or other
material agreement or instrument to which the Company is a party or by which it
or any of its properties or assets are bound, including any listing agreement
for the Common Stock except as herein set forth, or (iii) to its knowledge, any
existing applicable law, rule, or regulation or any applicable decree, judgment,
or order of any court, United States federal or state regulatory body,
administrative agency, or other governmental body having jurisdiction over the
Company or any of its properties or assets, except such conflict, breach or
default which would not have or result in a Material Adverse Effect.


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                  f. APPROVALS. No authorization, approval or consent of any
court, governmental body, regulatory agency, self-regulatory organization, or
stock exchange or market or the shareholders of the Company is required to be
obtained by the Company for the issuance and sale of the Securities to the Buyer
as contemplated by this Agreement, except approval by the shareholders of the
Company holding a majority of the outstanding shares of Common Stock on the
relevant record date of the Certificate of Incorporation Amendment and such
authorizations, approvals and consents that have been obtained.

                  g. FILINGS. None of the Company's SEC Documents contained, at
the time they were filed, any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein in light of the circumstances under which they were
made, not misleading.

                  h. ABSENCE OF CERTAIN CHANGES. Since the Last Audited Date,
there has been no material adverse change and no Material Adverse Effect. Since
the Last Audited Date, the Company has not (i) incurred or become subject to any
material liabilities (absolute or contingent) except liabilities incurred in the
ordinary course of business consistent with past practices; (ii) discharged or
satisfied any material lien or encumbrance or paid any material obligation or
liability (absolute or contingent), other than current liabilities paid in the
ordinary course of business consistent with past practices; (iii) declared or
made any payment or distribution of cash or other property to shareholders with
respect to its capital stock, or purchased or redeemed, or made any agreements
to purchase or redeem, any shares of its capital stock; (iv) sold, assigned or
transferred any other tangible assets, or canceled any debts owed to the Company
by any third party or claims of the Company against any third party, except in
the ordinary course of business consistent with past practices; (v) waived any
rights of material value, whether or not in the ordinary course of business, or
suffered the loss of any material amount of existing business; (vi) made any
increases in employee compensation, except in the ordinary course of business
consistent with past practices; or (vii) experienced any material problems with
labor or management in connection with the terms and conditions of their
employment.

                  i. FULL DISCLOSURE. To the best of the Company's knowledge,
there is no fact known to the Company (other than general economic conditions
known to the public generally) that has not been disclosed in writing to the
Buyer that would reasonably be expected to have or result in a Material Adverse
Effect.

                  j. ABSENCE OF LITIGATION. There is no action, suit,
proceeding, inquiry or investigation before or by any court, public board or
body pending or, to the knowledge of the Company, threatened against or
affecting the Company before or by any governmental authority or nongovernmental
department, commission, board, bureau, agency or instrumentality or any other
person, wherein an unfavorable decision, ruling or finding would have a Material
Adverse Effect or which would adversely affect the validity or enforceability
of, or the authority or ability of the Company to perform its obligations under,


                                       8
<PAGE>

any of the Transaction Agreements. The Company is not aware of any valid basis
for any such claim that (either individually or in the aggregate with all other
such events and circumstances) could reasonably be expected to have a Material
Adverse Effect. There are no outstanding or unsatisfied judgments, orders,
decrees, writs, injunctions or stipulations to which the Company is a party or
by which it or any of its properties is bound, that involve the transaction
contemplated herein or that, alone or in the aggregate, could reasonably be
expect to have a Material Adverse Effect.

                  k. ABSENCE OF EVENTS OF DEFAULT. Except as set forth in
Section 3(e) hereof, (i) neither the Company nor any of its subsidiaries is in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any material indenture, mortgage, deed of
trust or other material agreement to which it is a party or by which its
property is bound, and (ii) no Event of Default (or its equivalent term), as
defined in the respective agreement to which the Company or its subsidiary is a
party, and no event which, with the giving of notice or the passage of time or
both, would become an Event of Default (or its equivalent term) (as so defined
in such agreement), has occurred and is continuing, which would have a Material
Adverse Effect. The Company has obligations coming due within the next thirty
(30) days in the sum of $_____________.

                  l. ABSENCE OF CERTAIN COMPANY CONTROL PERSON ACTIONS OR
EVENTS. To the Company's knowledge, none of the following has occurred during
the past five (5) years with respect to a Company Control Person:

         (1) A petition under the federal bankruptcy laws or any state
         insolvency law was filed by or against, or a receiver, fiscal agent or
         similar officer was appointed by a court for the business or property
         of such Company Control Person, or any partnership in which he was a
         general partner at or within two years before the time of such filing,
         or any corporation or business association of which he was an executive
         officer at or within two years before the time of such filing;

         (2) Such Company Control Person was convicted in a criminal proceeding
         or is a named subject of a pending criminal proceeding (excluding
         traffic violations and other minor offenses);

         (3) Such Company Control Person was the subject of any order, judgment
         or decree, not subsequently reversed, suspended or vacated, of any
         court of competent jurisdiction, permanently or temporarily enjoining
         him from, or otherwise limiting, the following activities:

              (i) acting, as an investment advisor, underwriter, broker or
              dealer in securities, or as an affiliated person, director or
              employee of any investment company, bank, savings and loan
              association or insurance company, as a futures commission
              merchant, introducing broker, commodity trading advisor, commodity
              pool operator, floor broker, any other Person regulated by the
              Commodity Futures Trading Commission ("CFTC") or engaging in or
              continuing any conduct or practice in connection with such
              activity;

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              (ii) engaging in any type of business practice; or

              (iii) engaging in any activity in connection with the purchase or
              sale of any security or commodity or in connection with any
              violation of federal or state securities laws or federal
              commodities laws;

         (4) Such Company Control Person was the subject of any order, judgment
         or decree, not subsequently reversed, suspended or vacated, of any
         federal or state authority barring, suspending or otherwise limiting
         for more than 60 days the right of such Company Control Person to
         engage in any activity described in paragraph (3) of this item, or to
         be associated with Persons engaged in any such activity; or

         (5) Such Company Control Person was found by a court of competent
         jurisdiction in a civil action or by the CFTC or SEC to have violated
         any federal or state securities law, and the judgment in such civil
         action or finding by the CFTC or SEC has not been subsequently
         reversed, suspended, or vacated.

                  m. NO UNDISCLOSED LIABILITIES OR EVENTS. To the best of the
Company's knowledge, the Company has no liabilities or obligations other than
those disclosed in the Transaction Agreements or those incurred in the ordinary
course of the Company's business since the Last Audited Date, or which
individually or in the aggregate, do not or would not have a Material Adverse
Effect. No event or circumstances has occurred or exists with respect to the
Company or its properties, business, operations, condition (financial or
otherwise), or results of operations, which, under applicable law, rule or
regulation, requires public disclosure or announcement prior to the date hereof
by the Company but which has not been so publicly announced or disclosed. Except
for the Certificate of Incorporation Amendment, there are no proposals currently
under consideration or currently anticipated to be under consideration by the
Board of Directors or the executive officers of the Company which proposal would
(x) change the articles or certificate of incorporation or other charter
document or by-laws of the Company, each as currently in effect, with or without
shareholder approval, which change would reduce or otherwise adversely affect
the rights and powers of the shareholders of the Common Stock or (y) materially
or substantially change the business, assets or capital of the Company,
including its interests in subsidiaries.

                  n. NO INTEGRATED OFFERING. Neither the Company nor any of its
Affiliates nor any Person acting on its or their behalf has, directly or
indirectly, at any time since June 1, 2005, made any offer or sales of any
security or solicited any offers to buy any security under circumstances that
would eliminate the availability of the exemption from registration under
Regulation D in connection with the offer and sale of the Securities as
contemplated hereby.

                  o. DILUTION. The number of shares issuable upon exercise of
the Warrant may have a dilutive effect on the ownership interests of the other
shareholders (and Persons having the right to become shareholders) of the
Company. The Company's executive officers and directors have studied and fully
understand the nature of the Securities being sold hereby and recognize that
they have such a potential dilutive effect. The board of directors of the
Company has concluded, in its good faith business judgment, that such issuance
is in the best interests of the Company. The Company specifically acknowledges


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that its obligation to issue the Warrant Shares upon exercise of the Warrant is
binding upon the Company and enforceable regardless of the dilution such
issuance may have on the ownership interests of other shareholders of the
Company, and the Company will honor such obligations, including honoring every
Notice of Exercise (as contemplated by the Warrant), unless the Company is
subject to an injunction (which injunction was not sought by the Company)
prohibiting the Company from doing so.

                  p. FEES TO BROKERS, FINDERS AND OTHERS. The Company has taken
no action which would give rise to any claim by any Person for brokerage
commission, finder's fees or similar payments by Buyer relating to this
Agreement or the transactions contemplated hereby. Buyer shall have no
obligation with respect to such fees or with respect to any claims made by or on
behalf of other Persons for fees of a type contemplated in this paragraph that
may be due in connection with the transactions contemplated hereby. The Company
shall indemnify and hold harmless each of the Buyer, its employees, officers,
directors, agents, and partners, and their respective Affiliates, from and
against all claims, losses, damages, costs (including the costs of preparation
and attorney's fees) and expenses suffered in respect of any such claimed or
existing fees, as and when incurred.

                  q. CONFIRMATION. The Company confirms that all statements of
the Company contained herein shall survive acceptance of this Agreement by the
Buyer for a period of eighteen (18) months from the Closing Date. The Company
agrees that, if any events occur or circumstances exist prior to the Closing
Date or the release of the Purchase Price to the Company which would make any of
the Company's representations, warranties, agreements or other information set
forth herein materially untrue or materially inaccurate as of such date, the
Company shall immediately notify the Buyer (directly or through its counsel, if
any) in writing prior to such date of such fact, specifying which
representation, warranty or covenant is affected and the reasons therefor.

                  4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

                  a. TRANSFER RESTRICTIONS. The Buyer acknowledges that (1) the
Securities have not been and are not being registered under the provisions of
the 1933 Act and, except as provided in the Registration Rights Provisions or
otherwise included in an effective registration statement, the Shares have not
been and are not being registered under the 1933 Act, and may not be transferred
unless (A) subsequently registered thereunder or (B) the Buyer shall have
delivered to the Company an opinion of counsel, reasonably satisfactory in form,
scope and substance to the Company, to the effect that the Securities to be sold
or transferred may be sold or transferred pursuant to an exemption from such
registration; (2) any sale of the Securities made in reliance on Rule 144
promulgated under the 1933 Act may be made only in accordance with the terms of
said Rule and further, if said Rule is not applicable, any resale of such
Securities under circumstances in which the seller, or the Person through whom
the sale is made, may be deemed to be an underwriter, as that term is used in
the 1933 Act, may require compliance with some other exemption under the 1933
Act or the rules and regulations of the SEC thereunder; and (3) neither the
Company nor any other Person is under any obligation to register the Securities
(other than pursuant to the Registration Rights Provisions) under the 1933 Act
or to comply with the terms and conditions of any exemption thereunder.

                                       11
<PAGE>

                  b. RESTRICTIVE LEGEND. The Buyer acknowledges and agrees that,
until such time as the relevant Shares have been registered under the 1933 Act,
as contemplated by the Registration Rights Provisions and sold in accordance
with an effective Registration Statement or otherwise in accordance with another
effective registration statement, the certificates and other instruments
representing any of the Securities shall bear a restrictive legend in
substantially the following form (and a stop-transfer order may be placed
against transfer of any such Securities):

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR
     OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
     THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE
     COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                  c. FILINGS. The Company undertakes and agrees to make all
necessary filings in connection with the sale of the Securities to the Buyer
under any United States laws and regulations applicable to the Company, or by
any domestic securities exchange or trading market, and to provide a copy
thereof to the Buyer promptly after such filing.

                  d. REPORTING STATUS. So long as the Buyer beneficially owns
any of the Securities and for at least twenty (20) Trading Days thereafter, the
Company shall file all reports required to be filed with the SEC pursuant to
Section 13 or 15(d) of the 1934 Act, shall take all reasonable action under its
control to ensure that adequate current public information with respect to the
Company, as required in accordance with Rule 144(c)(2) of the 1933 Act, is
publicly available, and shall not terminate its status as an issuer required to
file reports under the 1934 Act even if the 1934 Act or the rules and
regulations thereunder would permit such termination. The Company will take all
reasonable action under its control to maintain the continued listing and
quotation and trading of its Common Stock (including, without limitation, all
Registrable Securities) on the Principal Trading Market or a listing on the
NASDAQ/Small Cap or National Markets and, to the extent applicable to it, will
comply in all material respects with the Company's reporting, filing and other
obligations under the by-laws or rules of the Principal Trading Market and/or
the National Association of Securities Dealers, Inc., as the case may be,
applicable to it at least through the date which is sixty (60) days after the
Warrant has been exercised in full or has expired.

                  e. USE OF PROCEEDS. The Company will use the proceeds received
hereunder (excluding amounts paid by the Company for legal fees (i) first, as
provided in ANNEX VII attached hereto, and (ii) then, for general corporate
purposes.

                  f. WARRANT. The Company agrees to issue to the Buyer on the
Closing Date a transferable warrant (the "Warrant") for the purchase of
5,714,286 shares of Common Stock. The exercise price of the Warrant will be
equal to $.07, subject to adjustment as provided in the Warrant and herein. The
Warrant shall be exercisable initially on the Commencement Date specified in the
Warrant and shall expire on the last day of the calendar month in which the
fifth anniversary of the Closing Date occurs. Except as specified above, each
Warrant shall generally be in the form annexed hereto as ANNEX IV, and shall
have the benefit of the Registration Rights provisions set forth in Section 4
(h) hereof.

                                       12
<PAGE>

                  g. INTENTIONALLY DELETED

                  h. PIGGY-BACK RIGHTS; RULE 144.

                  (i) The Holder shall have piggy-back registration rights with
respect to the Warrant Shares subject to the conditions set forth below. If the
Company participates (whether voluntarily or by reason of an obligation to a
third party) in the registration of any shares of the Company's stock (other
than a registration on Form S-8 or on Form S-4) filed after the date hereof, the
Company shall give written notice thereof to the Holder and the Holder shall
have the right, exercisable within ten (10) Trading Days after receipt of such
notice, to demand inclusion of all or a portion of the Holder's Registrable
Securities in such registration statement. If the Holder exercises such
election, the Registrable Securities so designated shall be included in the
registration statement (without any holdbacks) at no cost or expense to the
Holder (other than any commissions, if any, relating to the sale of Holder's
shares). The Holder's rights under this Section 4(h)(i) shall expire at such
time as such Holder can sell all of such Holder's remaining Registrable
Securities under Rule 144 (as defined below) without volume or other
restrictions or limit.

                  (ii) The Company shall prepare and file with the SEC within
five (5) business days of the Certificate of Incorporation Amendment Filing
Date, a Registration Statement registering for resale by the Holder a sufficient
number of shares of Common Stock for the Holder to sell any Registrable
Securities not previously registered, but in no event less than the number of
shares equal to the sum of (x) one hundred fifty percent (150%) of the number of
shares into which the Note would be convertible at the time of filing of such
Registration Statement (assuming for such purposes that this Note had been
issued, had been eligible to be converted, and had been converted, into
Conversion Shares in accordance with its terms, whether or not such issuance,
eligibility, accrual of interest or conversion had in fact occurred as of such
date) and (y) one hundred percent (100%) of the number of Warrant Shares which
would be issuable on exercise of the Warrants (assuming for such purposes that
all Warrants had been issued, had been eligible for exercise and had been
exercised for Warrant Shares in accordance with their terms, whether or not such
issuance, eligibility or exercise had in fact occurred as of such date). Unless
otherwise specifically agreed to in writing in advance by the Holder, the
Registration Statement shall state that, in accordance with Rule 416 and 457
under the 1933 Act, it also covers such indeterminate number of additional
shares of Common Stock as may become issuable upon conversion of the Note or
exercise of the Warrants to prevent dilution resulting from stock splits, or
stock dividends. The Company will use its reasonable best efforts to cause such
Registration Statement to be declared effective on a date (the "Initial Required
Effective Date") which is no later than the earlier of (Y) five (5) days after
oral or written notice by the SEC that it may be declared effective or (Z)
seventy-five (75) days folliwng the Certificate of Incorporation Amendment
Filing Date.

                                       13
<PAGE>

                  (iii) If at any time (an "Increased Registered Shares Date")
after a Registration Statement has been filed with the SEC, the number of shares
of Common Stock represented by the Registrable Shares, issued or to be issued as
contemplated by this Agreement, exceeds the aggregate number of shares of Common
Stock then registered or sought to be registered in a Registration Statement
which has not yet been declared effective, the Company shall either

         (X) amend the relevant Registration Statement filed by the Company
         pursuant to the preceding provisions of this Section 4(h), if such
         Registration Statement has not been declared effective by the SEC at
         that time, to register, in the aggregate, at least the number of shares
         (the "Increased Shares Amount") equal to (A) the number of shares
         theretofore issued on conversion of the Notes (including any interest
         paid on conversion by the issuance of Conversion Shares) , plus (B) the
         number of shares theretofore issued on exercise of the Warrants, plus
         (C) the sum of:

                  (I) the number of shares into which the unconverted Note and
                  all interest thereon through the Maturity Date would be
                  convertible at the date of such filing (assuming for such
                  purposes that this Note had been issued, had been eligible to
                  be converted, and had been converted, into Conversion Shares
                  in accordance with its terms, whether or not such issuance
                  eligibility, accrual of interest, or conversion had in fact
                  occurred as of such date), and

                  (II) the number of Warrant Shares which would be issuable on
                  exercise of the unexercised Warrants (assuming for such
                  purposes that all such Warrants had been issued, had been
                  eligible for exercise and had been exercised for Warrant
                  Shares in accordance with their terms, whether or not such
                  issuance, eligibility or exercise had in fact occurred as of
                  such date), or

         (Y) if such Registration Statement has been declared effective by the
         SEC at that time, file with the SEC an additional Registration
         Statement (an "Additional Registration Statement") to register the
         number of shares equal to the excess of the Increased Shares Amount
         over the aggregate number of shares of Common Stock already registered.

The Company will use its reasonable best efforts to cause such Registration
Statement to be declared effective on a date (each, an "Increased Required
Effective Date") which is no later than (q) with respect to a Registration
Statement under clause (X) of this subparagraph (ii), the Initial Required
Effective Date and (r) with respect to an Additional Registration Statement, the
earlier of (I) five (5) days after notice by the SEC that it may be declared
effective or (II) forty-five (45) days after the Increased Registered Shares
Date.

                  (iv) With a view to making available to the Holder the
benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or
regulation of the SEC that may at any time permit Holder to sell securities of
the Company to the public without registration (collectively, "Rule 144"), the
Company agrees to:

                                       14
<PAGE>

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144;

                  (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act; and

                  (c) furnish to the Holder so long as such party owns
Registrable Securities, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the
1933 Act and the 1934 Act, (ii) if not available on the SEC's EDGAR system, a
copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company and (iii) such other information
as may be reasonably requested to permit the Holder to sell such securities
pursuant to Rule 144 without registration;

                  (d) at the request of any Holder then holding Registrable
Securities, give the Transfer Agent instructions (supported by an opinion of
Company counsel, if required or requested by the Transfer Agent) to the effect
that, upon the Transfer Agent's receipt from such Holder of

     (i) a certificate (a "Rule 144 Certificate") certifying (A) that the
     Holder's holding period (as determined in accordance with the provisions of
     Rule 144) for the Shares which the Holder proposes to sell (the "Securities
     Being Sold") is not less than (1) year and (B) as to such other matters as
     may be appropriate in accordance with Rule 144 under the Securities Act,
     and

     (ii) an opinion of counsel acceptable to the Company (for which purposes it
     is agreed that Krieger & Prager LLP shall be deemed acceptable if not given
     by Company counsel) that, based on the Rule 144 Certificate, Securities
     Being Sold may be sold pursuant to the provisions of Rule 144, even in the
     absence of an effective registration statement,

the Transfer Agent is to effect the transfer of the Securities Being Sold and
issue to the buyer(s) or transferee(s) thereof one or more stock certificates
representing the transferred Securities Being Sold without any restrictive
legend and without recording any restrictions on the transferability of such
shares on the Transfer Agent's books and records (except to the extent any such
legend or restriction results from facts other than the identity of the relevant
Holder, as the seller or transferor thereof, or the status, including any
relevant legends or restrictions, of the shares of the Securities Being Sold
while held by the Buyer). If the Transfer Agent reasonably requires any
additional documentation at the time of the transfer, the Company shall deliver
or cause to be delivered all such reasonable additional documentation as may be
necessary to effectuate the issuance of an unlegended certificate.

                                       15
<PAGE>

                  (v) Notwithstanding the foregoing, if at any time or from time
to time after the date of effectiveness of the registration statement, the
Company notifies the Holder in writing that the effectiveness of the
Registration Statement is suspended for any reason, whether due to the existence
of a Potential Material Event (as defined below) or otherwise, the Holder shall
not offer or sell any Registrable Securities, or engage in any other transaction
involving or relating to the Registrable Securities, from the time of the giving
of notice with respect to a Potential Material Event until the Holder receives
written notice from the Company that such Potential Material Event either has
been disclosed to the public or no longer constitutes a Potential Material
Event; PROVIDED, HOWEVER, that the Company may not so suspend such right other
than during a Permitted Suspension Period. The term "Potential Material Event"
means any of the following: (i) the possession by the Company of material
information not ripe for disclosure in a registration statement, which shall be
evidenced by determinations in good faith by the Board of Directors of the
Company that disclosure of such information in the registration statement would
be detrimental to the business and affairs of the Company; or (ii) any material
engagement or activity by the Company which would, in the good faith
determination of the Board of Directors of the Company, be adversely affected by
disclosure in a registration statement at such time, which determination shall
be accompanied by a good faith determination by the Board of Directors of the
Company that the registration statement would be materially misleading absent
the inclusion of such information. The term "Permitted Suspension Period" means
up to two suspension periods during any consecutive 12-month period, each of
which suspension period shall not either (i) be for more than ten (10) business
days (and forty five (45) days in the case of the requirement to file a
post-effective amendment in connection with the filing with the SEC of the
Company's audited financial statements in its annual report) or (ii) begin less
than ten (10) business days after the last day of the preceding suspension
(whether or not such last day was during or after a Permitted Suspension
Period).

                  i. AVAILABLE SHARES. After the Certificate of Incorporation
Amendment Filing Date, the Company shall have at all times authorized and
reserved for issuance, free from preemptive rights, a number of shares (the
"Minimum Available Shares") at least equal to one hundred percent (100%) of the
number of shares which would be issuable upon exercise of the outstanding
Warrants held by all Holders (in each case, whether such Warrant were originally
issued to the Holder, the Buyer or to any other party). For the purposes of such
calculations, the Company should assume that the Warrant were then exercisable
without regard to any restrictions which might limit any Holder's right to
exercise the Warrant held by any Holder.

                  j. PUBLICITY, FILINGS, RELEASES, ETC. Each of the parties
agrees that it will not disseminate any information relating to the Transaction
Agreements or the transactions contemplated thereby, including issuing any press
releases, holding any press conferences or other forums, or filing any reports
(collectively, "Publicity"), without giving the other party reasonable advance
notice and an opportunity to comment on the contents thereof. Neither party will
include in any such Publicity any statement or statements or other material to
which the other party reasonably objects, unless in the reasonable opinion of
counsel to the party proposing such statement, such statement is legally
required to be included. In furtherance of the foregoing, the Company will
provide to the Buyer drafts of the applicable text of the first filing of a
Current Report on Form 8-K or a Quarterly or Annual Report on Form 10-Q or 10-K
intended to be made with the SEC which refers to the Transaction Agreements or


                                       16
<PAGE>

the transactions contemplated thereby as soon as practicable (but at least two
(2) Trading Days before such filing will be made) will not include in such
filing any statement or statements or other material to which the other party
reasonably objects, unless in the reasonable opinion of counsel to the party
proposing such statement, such statement is legally required to be included.
Notwithstanding the foregoing, each of the parties hereby consents to the
inclusion of the text of the Transaction Agreements in filings made with the SEC
as well as any descriptive text accompanying or part of such filing which is
accurate and reasonably determined by the Company's counsel to be legally
required. Notwithstanding, but subject to, the foregoing provisions of this
Section 4(i), the Company will, after the Closing Date, promptly file a Current
Report on Form 8-K or, if appropriate, a quarterly or annual report on the
appropriate form, referring to the transactions contemplated by the Transaction
Agreements.

                  k. STOCKHOLDERS MEETING. The Company, acting through its Board
of Directors and in accordance with applicable law and the Certificate of
Incorporation and the Bylaws of the Company, shall at its expense, duly call,
give notice of, convene and hold a special meeting of its stockholders within 60
business days following the date of the Agreement. The Company shall, at its
expense, secure the services of a proxy solicitation firm in connection with
such special meeting.

                  5. TRANSFER AGENT INSTRUCTIONS.

                  The Company warrants that, with respect to the Securities,
other than the stop transfer instructions to give effect to Section 4(a) hereof,
it will give its transfer agent no instructions inconsistent with instructions
to issue Common Stock from time to time upon exercise of the Warrant or
conversion of the Note , if applicable, in such amounts as specified from time
to time by the Company to the transfer agent, bearing the restrictive legend
specified in Section 4(b) of this Agreement prior to registration of the Shares
under the 1933 Act, registered in the name of the Buyer or its nominee and in
such denominations to be specified by the Holder in connection with each
exercise of the Warrant or conversion of the Note , if applicable,. Except as so
provided, the Shares shall otherwise be freely transferable on the books and
records of the Company as and to the extent provided in this Agreement and the
other Transaction Agreements. Nothing in this Section shall affect in any way
the Buyer's obligations and agreement to comply with all applicable securities
laws upon resale of the Securities. If the Buyer provides the Company with an
opinion of counsel reasonably satisfactory to the Company that registration of a
resale by the Buyer of any of the Securities in accordance with clause (1)(B) of
Section 4(a) of this Agreement is not required under the 1933 Act, the Company
shall (except as provided in clause (2) of Section 4(a) of this Agreement)
permit the transfer of the Securities and, in the case of the Warrant Shares and
shares issuable upon conversion of the Note, promptly instruct the Company's
transfer agent to issue one or more certificates for Common Stock without legend
in such name and in such denominations as specified by the Buyer.

                  Subject to the provisions of this Agreement, the Company will
permit the Buyer to exercise the Warrant in the manner contemplated by the
Warrant.


                                       17
<PAGE>

                  (i) The Company understands that a delay in the issuance of
the Shares of Common Stock beyond the Delivery Date (as defined in the Warrant)
could result in economic loss to the Buyer. As compensation to the Buyer for
such loss, the Company agrees to pay late payments to the Buyer for late
issuance of Shares upon exercise in accordance with the following schedule
(where "No. Business Days Late" refers to the number of Trading Days which is
beyond two (2) Trading Days after the Delivery Date):(2)

                                                Late Payment For Each $10,000
                                                of Exercise Price of Warrant
No. Business Days Late                                 Being Exercised
--------------------------------------------------------------------------------

                      1                               $100
                      2                               $200
                      3                               $300
                      4                               $400
                      5                               $500
                      6                               $600
                      7                               $700
                      8                               $800
                      9                               $900
                      10                              $1,000
                      >10                        $1,000 + $200 for each Business
                                                 Day Late beyond 10 days

The Company shall pay any payments incurred under this Section in immediately
available funds upon demand as the Buyer's exclusive remedy (other than the
following provisions of this Section 5(c)) for such delay. Furthermore, in
addition to any other remedies which may be available to the Buyer, in the event
that the Company fails for any reason to effect delivery of such shares of
Common Stock by close of business on the tenth Trading Day after the Delivery
Date, the Buyer will be entitled to revoke the relevant Notice of Exercise by
delivering a notice to such effect to the Company, whereupon the Company and the
Buyer shall each be restored to their respective positions immediately prior to
delivery of such Notice of Exercise; provided, however, that an amount equal to
any payments contemplated by this Section 5(c) which have accrued through the
date of such revocation notice shall remain due and owing to the Exercising
Holder notwithstanding such revocation.

                  (ii) If, by the close of business on the fifth Trading Day
after the Delivery Date, the Company fails for any reason to deliver the Shares
to be issued upon exercise of the Warrant and after such fifth Trading Day, the
Holder of the Warrant being exercised (an "Exercising Holder") purchases, in an
arm's-length open market transaction or otherwise, shares of Common Stock (the
"Covering Shares") in order to make delivery in satisfaction of a sale of Common
Stock by the Exercising Holder (the "Sold Shares"), which delivery such
Exercising Holder anticipated to make using the Shares to be issued upon such
exercise (a "Buy-In"), the Exercising Holder shall have the right, in addition
to and not in lieu of all other amounts contemplated in other provisions of the


-----------------------

(2) Example: Notice of Exercise is delivered on Monday, July 10, 2006. The
Delivery Date would be Thursday, July 13 (the third Trading Day after such
delivery). If the certificate is delivered by Monday, July 17 (2 Trading Days
after the Delivery Date), no payment under this provision is due. If the
certificates are delivered on July 18, that is 1 "Business Day Late" in the
table below; if delivered on July 25, that is 6 "Business Days Late" in the
table.

                                       18
<PAGE>

Transaction Agreements, including, but not limited to, the provisions of the
immediately preceding Section 5(c)(i)), the Buy-In Adjustment Amount (as defined
below). The "Buy-In Adjustment Amount" is the amount equal to the number of Sold
Shares multiplied by the excess, if any, of (x) the Exercising Holder's total
purchase price per share (including brokerage commissions, if any) for the
Covering Shares over (y) the net proceeds per share (after brokerage
commissions, if any) received by the Exercising Holder from the sale of the Sold
Shares. The Company shall pay the Buy-In Adjustment Amount to the Exercising
Holder in immediately available funds immediately upon demand by the Exercising
Holder. By way of illustration and not in limitation of the foregoing, if the
Exercising Holder purchases shares of Common Stock having a total purchase price
(including brokerage commissions) of $11,000 to cover a Buy-In with respect to
shares of Common Stock it sold for net proceeds of $10,000, the Buy-In
Adjustment Amount which Company will be required to pay to the Exercising Holder
will be $1,000.

                  The provisions of this paragraph apply on or after the
effective date of the Registration Statement. After such effective date, if the
Holder provides reasonable evidence to the Company and the Transfer Agent that
the Holder has sold Shares pursuant to the Registration Statement the Company
will issue such Shares without legend and without transfer restrictions on the
books of the Transfer Agent, and, at the request of the Holder, will use it best
efforts to have previously issued certificates representing such Shares
re-issued without legend and without transfer restrictions on the books of the
Transfer Agent. In lieu of delivering physical certificates representing the
Common Stock issuable upon exercise of a Warrant or at the request of the Holder
with respect to any Shares previously issued, provided the Transfer Agent is
participating in the Depository Trust Company ("DTC") Fast Automated Securities
Transfer program, upon request of the Holder and its compliance with the
provisions contained in this paragraph, so long as the certificates therefor do
not bear a legend and the Holder thereof is not obligated to return such
certificate for the placement of a legend thereon, the Company shall use its
best efforts to cause the Transfer Agent to electronically transmit to the
Holder the Common Stock issuable upon exercise of the Warrant or in replacement
of any Shares previously issued by crediting the account of Holder's Prime
Broker with DTC through its Deposit Withdrawal Agent Commission system. In
connection therewith, it will be the Holder's obligation to obtain formal
requirements, such as medallion guaranty, if necessary.

                  The Company shall assume any fees or charges of the Transfer
Agent or Company counsel regarding (i) the removal of a legend or stop transfer
instructions with respect to Registrable Securities, and (ii) the issuance of
certificates or DTC registration to or in the name of the Holder or the Holder's
designee or to a transferee as contemplated by an effective Registration
Statement.

                  The Holder of the Warrant shall be entitled to exercise its
exercise privilege with respect to the Warrant notwithstanding the commencement
of any case under 11 U.S.C. ss.101 et seq. (the "Bankruptcy Code"). In the event
the Company is a debtor under the Bankruptcy Code, the Company hereby waives, to
the fullest extent permitted, any rights to relief it may have under 11 U.S.C.
ss.362 in respect of such holder's exercise privilege. The Company hereby
waives, to the fullest extent permitted, any rights to relief it may have under
11 U.S.C. ss.362 in respect of the exercise of the Warrant. The Company agrees,
without cost or expense to such Holder, to take or to consent to any and all
action necessary to effectuate relief under 11 U.S.C. ss.362.

                                       19
<PAGE>

                  The Company will authorize the Transfer Agent to give
information relating to the Company directly to the Holder or the Holder's
representatives upon the request of the Holder or any such representative, to
the extent such information relates to (i) the status of shares of Common Stock
issued or claimed to be issued to the Holder in connection with a Notice of
Exercise, or (ii) the aggregate number of outstanding shares of Common Stock of
all shareholders (as a group, and not individually) as of a current or other
specified date. At the request of the Holder, the Company will provide the
Holder with a copy of the authorization so given to the Transfer Agent.

                  6. CLOSING DATE.

                  a. The Closing Date shall occur on the date which is the first
Trading Day after each of the conditions contemplated by Sections 7 and 8 hereof
shall have either been satisfied or been waived by the party in whose favor such
conditions run.

                  The closing of the Transactions shall occur on the Closing
Date at the offices of the Company and shall take place no later than 3:00 P.M.,
New York time, on such day or such other time as is mutually agreed upon by the
Company and the Buyer.


                  7. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

                  The Buyer understands that the Company's obligation to sell
the Note and the Warrant to the Buyer pursuant to this Agreement on the Closing
Date is conditioned upon:

                  The execution and delivery of this Agreement by the Buyer;

                  Delivery by the Buyer to the Company of good funds as payment
in full of an amount equal to the Purchase Price in accordance with this
Agreement;

                  The accuracy on such Closing Date of the representations and
warranties of the Buyer contained in this Agreement, each as if made on such
date, and the performance by the Buyer on or before such date of all covenants
and agreements of the Buyer required to be performed on or before such date; and

                  There shall not be in effect any law, rule or regulation
prohibiting or restricting the transactions contemplated hereby, or requiring
any consent or approval which shall not have been obtained.

                  8. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

                  The Company understands that the Buyer's obligation to
purchase the Note and the Warrant on the Closing Date is conditioned upon:

                                       20
<PAGE>

                  The execution and delivery of this Agreement and the other
Transaction Agreements by the Company;

                  Delivery by the Company to the Buyer of the Certificates in
accordance with this Agreement;

                  The accuracy in all material respects on the Closing Date of
the representations and warranties of the Company contained in this Agreement,
each as if made on such date, and the performance by the Company on or before
such date of all covenants and agreements of the Company required to be
performed on or before such date;

                  On the Closing Date, all required SEC periodic filings shall
have been filed, and the designation "E" on the Company symbol as traded on the
OTC shall have been removed;

                  There shall not be in effect any law, rule or regulation
prohibiting or restricting the transactions contemplated hereby, or requiring
any consent or approval which shall not have been obtained; and

                  From and after the date hereof to and including the Closing
Date, each of the following conditions will remain in effect: (i) the trading of
the Common Stock shall not have been suspended by the SEC or on the Principal
Trading Market; (ii) trading in securities generally on the Principal Trading
Market shall not have been suspended or limited; (iii) no minimum prices shall
been established for securities traded on the Principal Trading Market; and (iv)
there shall not have been any material adverse change in any financial market.

                  9. INDEMNIFICATION AND REIMBURSEMENT.

                  a. (i) The Company agrees to indemnify and hold harmless the
Buyer and its officers, directors, employees, and agents, and each Buyer Control
Person from and against any losses, claims, damages, liabilities or expenses
incurred (collectively, "Damages"), joint or several, and any action in respect
thereof to which the Buyer, its partners, Affiliates, officers, directors,
employees, and duly authorized agents, and any such Buyer Control Person becomes
subject to, resulting from, arising out of or relating to any misrepresentation,
breach of warranty or nonfulfillment of or failure to perform any covenant or
agreement on the part of Company contained in this Agreement, as such Damages
are incurred, except to the extent such Damages result primarily from Buyer's
failure to perform any covenant or agreement contained in this Agreement or the
Buyer's or its officer's, director's, employee's, agent's or Buyer Control
Person's gross negligence, recklessness or bad faith in performing its
obligations under this Agreement.

                     (ii) The Company hereby agrees that, if the Buyer, other
than by reason of its gross negligence, illegal or willful misconduct (in each
case, as determined by a non-appealable judgment to such effect), (x) becomes
involved in any capacity in any action, proceeding or investigation brought by
any shareholder of the Company, in connection with or as a result of the
consummation of the transactions contemplated by this Agreement or the other
Transaction Agreements, or if the Buyer is impleaded in any such action,
proceeding or investigation by any Person, or (y) becomes involved in any


                                       21
<PAGE>

capacity in any action, proceeding or investigation brought by the SEC, any
self-regulatory organization or other body having jurisdiction, against or
involving the Company or in connection with or as a result of the consummation
of the transactions contemplated by this Agreement or the other Transaction
Agreements, or (z) is impleaded in any such action, proceeding or investigation
by any Person, then in any such case, the Company shall indemnify, defend and
hold harmless the Buyer from and against and in respect of all losses, claims,
liabilities, damages or expenses resulting from, imposed upon or incurred by the
Buyer, directly or indirectly, and reimburse such Buyer for its reasonable legal
and other expenses (including the cost of any investigation and preparation)
incurred in connection therewith, as such expenses are incurred. The
indemnification and reimbursement obligations of the Company under this
paragraph shall be in addition to any liability which the Company may otherwise
have, shall extend upon the same terms and conditions to any Affiliates of the
Buyer who are actually named in such action, proceeding or investigation, and
partners, directors, agents, employees and Buyer Control Persons (if any), as
the case may be, of the Buyer and any such Affiliate, and shall be binding upon
and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, the Buyer, any such Affiliate and any such
Person. The Company also agrees that neither the Buyer nor any such Affiliate,
partner, director, agent, employee or Buyer Control Person shall have any
liability to the Company or any Person asserting claims on behalf of or in right
of the Company in connection with or as a result of the consummation of this
Agreement or the other Transaction Agreements, except (i) as may be expressly
and specifically provided in or contemplated by this Agreement, (ii) as a result
of the breach of a Transaction Agreement by the Buyer or (iii) by reason of the
Buyer's actions.

                  b. All claims for indemnification by any Indemnified Party (as
defined below) under this Section shall be asserted and resolved as follows:

                     (i) In the event any claim or demand in respect of which
any Person claiming indemnification under any provision of this Section (an
"Indemnified Party") might seek indemnity under paragraph (a) of this Section is
asserted against or sought to be collected from such Indemnified Party by a
Person other than a party hereto or an Affiliate thereof (a "Third Party
Claim"), the Indemnified Party shall deliver a written notification, enclosing a
copy of all papers served, if any, and specifying the nature of and basis for
such Third Party Claim and for the Indemnified Party's claim for indemnification
that is being asserted under any provision of this Section against any Person
(the "Indemnifying Party"), together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third
Party Claim (a "Claim Notice") with reasonable promptness to the Indemnifying
Party. If the Indemnified Party fails to provide the Claim Notice with
reasonable promptness after the Indemnified Party receives notice of such Third
Party Claim, the Indemnifying Party shall not be obligated to indemnify the
Indemnified Party with respect to such Third Party Claim to the extent that the
Indemnifying Party's ability to defend has been prejudiced by such failure of
the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party
as soon as practicable within the period ending thirty (30) calendar days
following receipt by the Indemnifying Party of either a Claim Notice or an
Indemnity Notice (as defined below) (the "Dispute Period") whether the
Indemnifying Party disputes its liability or the amount of its liability to the
Indemnified Party under this Section and whether the Indemnifying Party desires,
at its sole cost and expense, to defend the Indemnified Party against such Third
Party Claim. The following provisions shall also apply.

                                       22
<PAGE>

     (x) If the Indemnifying Party notifies the Indemnified Party within the
     Dispute Period that the Indemnifying Party desires to defend the
     Indemnified Party with respect to the Third Party Claim pursuant to this
     paragraph (b) of this Section, then the Indemnifying Party shall have the
     right to defend, with counsel reasonably satisfactory to the Indemnified
     Party, at the sole cost and expense of the Indemnifying Party, such Third
     Party Claim by all appropriate proceedings, which proceedings shall be
     vigorously and diligently prosecuted by the Indemnifying Party to a final
     conclusion or will be settled at the discretion of the Indemnifying Party
     (but only with the consent of the Indemnified Party in the case of any
     settlement that provides for any relief other than the payment of monetary
     damages or that provides for the payment of monetary damages as to which
     the Indemnified Party shall not be indemnified in full pursuant to
     paragraph (a) of this Section). The Indemnifying Party shall have full
     control of such defense and proceedings, including any compromise or
     settlement thereof; provided, however, that the Indemnified Party may, at
     the sole cost and expense of the Indemnified Party, at any time prior to
     the Indemnifying Party's delivery of the notice referred to in the first
     sentence of this subparagraph (x), file any motion, answer or other
     pleadings or take any other action that the Indemnified Party reasonably
     believes to be necessary or appropriate to protect its interests; and
     provided further, that if requested by the Indemnifying Party, the
     Indemnified Party will, at the sole cost and expense of the Indemnifying
     Party, provide reasonable cooperation to the Indemnifying Party in
     contesting any Third Party Claim that the Indemnifying Party elects to
     contest. The Indemnified Party may participate in, but not control, any
     defense or settlement of any Third Party Claim controlled by the
     Indemnifying Party pursuant to this subparagraph (x), and except as
     provided in the preceding sentence, the Indemnified Party shall bear its
     own costs and expenses with respect to such participation. Notwithstanding
     the foregoing, the Indemnified Party may take over the control of the
     defense or settlement of a Third Party Claim at any time if it irrevocably
     waives its right to indemnity under paragraph (a) of this Section with
     respect to such Third Party Claim.

     (y) If the Indemnifying Party fails to notify the Indemnified Party within
     the Dispute Period that the Indemnifying Party desires to defend the Third
     Party Claim pursuant to paragraph (b) of this Section, or if the
     Indemnifying Party gives such notice but fails to prosecute vigorously and
     diligently or settle the Third Party Claim, or if the Indemnifying Party
     fails to give any notice whatsoever within the Dispute Period, then the
     Indemnified Party shall have the right to defend, at the sole cost and
     expense of the Indemnifying Party, the Third Party Claim by all appropriate
     proceedings, which proceedings shall be prosecuted by the Indemnified Party
     in a reasonable manner and in good faith or will be settled at the
     discretion of the Indemnified Party (with the consent of the Indemnifying
     Party, which consent will not be unreasonably withheld). The Indemnified
     Party will have full control of such defense and proceedings, including any
     compromise or settlement thereof; provided, however, that if requested by
     the Indemnified Party, the Indemnifying Party will, at the sole cost and


                                       23
<PAGE>

     expense of the Indemnifying Party, provide reasonable cooperation to the
     Indemnified Party and its counsel in contesting any Third Party Claim which
     the Indemnified Party is contesting. Notwithstanding the foregoing
     provisions of this subparagraph (y), if the Indemnifying Party has notified
     the Indemnified Party within the Dispute Period that the Indemnifying Party
     disputes its liability or the amount of its liability hereunder to the
     Indemnified Party with respect to such Third Party Claim and if such
     dispute is resolved in favor of the Indemnifying Party in the manner
     provided in subparagraph(z) below, the Indemnifying Party will not be
     required to bear the costs and expenses of the Indemnified Party's defense
     pursuant to this subparagraph (y) or of the Indemnifying Party's
     participation therein at the Indemnified Party's request, and the
     Indemnified Party shall reimburse the Indemnifying Party in full for all
     reasonable costs and expenses incurred by the Indemnifying Party in
     connection with such litigation. The Indemnifying Party may participate in,
     but not control, any defense or settlement controlled by the Indemnified
     Party pursuant to this subparagraph (y), and the Indemnifying Party shall
     bear its own costs and expenses with respect to such participation.

     (z) If the Indemnifying Party notifies the Indemnified Party that it does
     not dispute its liability or the amount of its liability to the Indemnified
     Party with respect to the Third Party Claim under paragraph (a) of this
     Section or fails to notify the Indemnified Party within the Dispute Period
     whether the Indemnifying Party disputes its liability or the amount of its
     liability to the Indemnified Party with respect to such Third Party Claim,
     the amount of Damages specified in the Claim Notice shall be conclusively
     deemed a liability of the Indemnifying Party under paragraph (a) of this
     Section and the Indemnifying Party shall pay the amount of such Damages to
     the Indemnified Party on demand. If the Indemnifying Party has timely
     disputed its liability or the amount of its liability with respect to such
     claim, the Indemnifying Party and the Indemnified Party shall proceed in
     good faith to negotiate a resolution of such dispute; provided, however,
     that if the dispute is not resolved within thirty (30) days after the Claim
     Notice, the Indemnifying Party shall be entitled to institute such legal
     action as it deems appropriate.

                     (ii) In the event any Indemnified Party should have a claim
under paragraph (a) of this Section against the Indemnifying Party that does not
involve a Third Party Claim, the Indemnified Party shall deliver a written
notification of a claim for indemnity under paragraph (a) of this Section
specifying the nature of and basis for such claim, together with the amount or,
if not then reasonably ascertainable, the estimated amount, determined in good
faith, of such claim (an "Indemnity Notice") with reasonable promptness to the
Indemnifying Party. The failure by any Indemnified Party to give the Indemnity
Notice shall not impair such party's rights hereunder except to the extent that
the Indemnifying Party demonstrates that it has been irreparably prejudiced
thereby. If the Indemnifying Party notifies the Indemnified Party that it does
not dispute the claim or the amount of the claim described in such Indemnity
Notice or fails to notify the Indemnified Party within the Dispute Period
whether the Indemnifying Party disputes the claim or the amount of the claim
described in such Indemnity Notice, the amount of Damages specified in the
Indemnity Notice will be conclusively deemed a liability of the Indemnifying
Party under paragraph (a) of this Section and the Indemnifying Party shall pay
the amount of such Damages to the Indemnified Party on demand. If the
Indemnifying Party has timely disputed its liability or the amount of its
liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days
after the Indemnity Notice, the Indemnifying Party shall be entitled to
institute such legal action as it deems appropriate.

                                       24
<PAGE>

                  The indemnity agreements contained herein shall be in addition
to (i) any cause of action or similar rights of the indemnified party against
the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to.

                  10. JURY TRIAL WAIVER. The Company and the Buyer hereby waive
a trial by jury in any action, proceeding or counterclaim brought by either of
the Parties hereto against the other in respect of any matter arising out or in
connection with the Transaction Agreements.

                  11. GOVERNING LAW:  MISCELLANEOUS.

                  This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York for contracts to be wholly
performed in such state and without giving effect to the principles thereof
regarding the conflict of laws. Each of the parties consents to the exclusive
jurisdiction of the federal courts whose districts encompass any part of the
County of New York or the state courts of the State of New York sitting in the
County of New York in connection with any dispute arising under this Agreement
or any of the other Transaction Agreements and hereby waives, to the maximum
extent permitted by law, any objection, including any objection based on FORUM
NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions or
to any claim that such venue of the suit, action or proceeding is improper. To
the extent determined by such court, the Company shall reimburse the Buyer for
any reasonable legal fees and disbursements incurred by the Buyer in enforcement
of or protection of any of its rights under any of the Transaction Agreements.
Nothing in this Section shall affect or limit any right to serve process in any
other manner permitted by law.

                  The Company and the Buyer acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement or the other Transaction Agreements were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent or
cure breaches of the provisions of this Agreement and the other Transaction
Agreements and to enforce specifically the terms and provisions hereof and
thereof, this being in addition to any other remedy to which any of them may be
entitled by law or equity.

                  Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.

                  This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto.

                                       25
<PAGE>

                  All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may require.

                  A facsimile transmission of this signed Agreement shall be
legal and binding on all parties hereto.

                  This Agreement may be signed in one or more counterparts, each
of which shall be deemed an original.

                  The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.

                  If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction.

                  This Agreement may be amended only by an instrument in writing
signed by the party to be charged with enforcement thereof.

                  This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof.

                  All dollar amounts referred to or contemplated by this
Agreement or any other Transaction Agreement shall be deemed to refer to US
Dollars, unless otherwise explicitly stated to the contrary.

                  12. NOTICES. Any notice required or permitted hereunder shall
be given in writing (unless otherwise specified herein) and shall be deemed
effectively given on the earliest of

              (a) the date delivered, if delivered by personal delivery as
              against written receipt therefor or by confirmed facsimile
              transmission,

              (b) the fifth Trading Day after deposit, postage prepaid, in the
              United States Postal Service by registered or certified mail, or

              (c) the third Trading Day after mailing by domestic or
              international express courier, with delivery costs and fees
              prepaid,

in each case, addressed to each of the other parties thereunto entitled at the
following addresses (or at such other addresses as such party may designate by
ten (10) days' advance written notice similarly given to each of the other
parties hereto):

                                       26
<PAGE>

COMPANY:       211 Madison Avenue, #28B
               New York, New York 10016
               Attn: Allan Klepfisz
               Telephone No.: (212) 532-2736
               Telecopier No.: (212) 532-2904

BUYER:         At the address set forth on the signature page of this Agreement.

                  12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The Company's
and the Buyer's representations and warranties herein shall survive the
execution and delivery of this Agreement and the delivery of the Certificates
and the payment of the Purchase Price, and shall inure to the benefit of the
Buyer and the Company and their respective successors and assigns.



                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]


                                       27
<PAGE>

         IN WITNESS WHEREOF, with respect to the Purchase Price specified below,
this Agreement has been duly executed by the Buyer and the Company as of the
date set first above written.

PURCHASE PRICE:                                      $  200,000.00
                                                        ----------


                                        BUYER:
                                        ------

                                        GROSS FOUNDATION

Address                                 Printed Name of Buyer

1660 49th Street
Brooklyn, New York 11204


                                        By: _________________________________
Telecopier No. _________________            (Signature of Authorized Person)

                                        _____________________________________
______________________________          Printed Name and Title
Jurisdiction of Incorporation
or Organization

                                        COMPANY
                                        -------

BRILLIANT TECHNOLOGIES CORPORATION


By: _________________________________
(Signature of Authorized Person)

_____________________________________
Printed Name and Title


                                       28
<PAGE>


         ANNEX I           FORM OF NOTE

         ANNEX II          [INTENTIONALLY OMITTED]

         ANNEX III         [INTENTIONALLY OMITTED]

         ANNEX IV          FORM OF WARRANT

         ANNEX V           USE OF PROCEEDS


                                       29