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EXHIBIT 4.12




AMENDMENT NO. 1 TO RIGHTS AGREEMENT




     This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of November 8,
2005, is made between Brillian Corporation, a Delaware corporation (“Brillian”), and The
Bank of New York, a New York corporation, as rights agent (the “Rights Agent”).



Recitals




     A. Brillian and the Rights Agent entered into a Rights Agreement dated as of September 2,
2003, (the “Rights Agreement”). Capitalized terms used in this Amendment and not otherwise
defined herein shall have the meaning ascribed to such terms in the Rights Agreement.



     B. Brillian, Syntax Groups Corporation, a California corporation (“Syntax”), and BRMC
Corporation, a California corporation and wholly owned subsidiary of Brillian (“BRMC”)
entered into an Agreement and Plan of Reorganization dated as of July 12, 2005 (as supplemented or
amended from time to time, the “Merger Agreement”), pursuant to which, among other things,
BRMC will merge with and into Syntax, with Syntax surviving as a wholly owned subsidiary of
Brillian (the “Merger”).



     C. In connection with the Merger Agreement, the Board of Directors of Brillian has determined
that an amendment to the Rights Agreement is advisable and in the best interests of Brillian and
its stockholders, and is consistent with the objectives of the Board of Directors of Brillian in
adopting the Rights Agreement.



     D. Pursuant to Section 27 of the Rights Agreement, Brillian has directed the Rights Agent to
join in this Amendment.



Agreement




     NOW, THEREFORE, for and in consideration of the premises and the mutual agreements set forth
in this Amendment, and for other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:




	 	1.	Amendments to Section 1.





          (a) Section 1(a) of the Rights Agreement shall be amended by adding the following sentence
immediately prior to the last sentence of Section 1(a):




“Notwithstanding the foregoing and provided that the Agreement and Plan of
Reorganization among Brillian, BRMC Corporation, a California corporation and wholly
owned subsidiary of Brillian (“BRMC”), and Syntax Groups Corporation, a California
corporation (“Syntax”), dated as of July 12, 2005 (as it may be supplemented or
amended from time to time, the “Merger Agreement”), has not been terminated pursuant
to its terms, none of Syntax, any shareholder of Syntax, or any of their respective
Affiliates or Associates, shall be deemed to be an Acquiring Person solely by reason
of: (1) the consummation of the merger of


 









 





BRMC with and into Syntax as provided for in the Merger Agreement (the “Merger”);
(2) the acquisition of Common Shares in accordance with the Merger Agreement; or (3)
the consummation of any other transactions specifically contemplated by the Merger
Agreement.”



          (b) The definition of “Distribution Date” in Section 1(h) shall be amended by adding the
following sentence to the end thereof:


“Notwithstanding anything in this Agreement that might otherwise be deemed to the
contrary, and provided that the Merger Agreement has not been terminated pursuant to
its terms, no Distribution Date shall be deemed to have occurred solely by reason
of: (i) the consummation of the Merger; (ii) the acquisition of Common Shares in
accordance with the Merger Agreement; or (iii) the consummation of any other
transactions specifically contemplated by the Merger Agreement.”



          (c) The definition of “Shares Acquisition Date” in Section 1(v) shall be amended by adding the
following sentence to the end thereof:


“Notwithstanding anything in this Agreement that might otherwise be deemed to the
contrary, and provided that the Merger Agreement has not been terminated pursuant to
its terms, no Shares Acquisition Date shall be deemed to have occurred solely by
reason of: (i) the consummation of the Merger; (ii) the acquisition of Common Shares
in accordance with the Merger Agreement; or (iii) the consummation of any other
transactions specifically contemplated by the Merger Agreement.”



     2. Amendment to Section 11(a)(ii). Section 11(a)(ii) of the Rights Agreement is
hereby amended by adding the following sentence to the end thereof:


“Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary,
and provided that the Merger Agreement has not been terminated pursuant to its terms, none
of (i) the consummation of the Merger, (ii) the acquisition of Common Shares in accordance
with the Merger Agreement, or (iii) the consummation of any other transactions specifically
contemplated by the Merger Agreement, shall cause the Rights to be adjusted or to become
exercisable in accordance with this Section 11(a)(ii).”



     3. Amendment to Section 13(e). Section 13(e) of the Rights Agreement is hereby
amended by adding the following sentence to the end thereof:


“Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary,
and provided that the Merger Agreement has not been terminated pursuant to its terms, the
provisions of this Section 13 shall not be applicable to the Merger.”



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     4. Effectiveness. Except as expressly amended by this Amendment, the Rights Agreement
shall remain in full force and effect, and all references to the Rights Agreement from and after
such time shall be deemed to be references to the Rights Agreement as amended hereby.



     5. Governing Law. This Amendment shall be deemed to be a contract made under the laws
of the state of Delaware and for all purposes shall be governed by and construed in accordance with
the laws of such state applicable to contracts to be made and performed entirely within such state;
provided, however, that the rights, duties, and obligations hereunder of the Rights Agent shall be
governed and construed in accordance with the laws of the state of New York.



     6. Counterparts. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



     7. Severability. The parties intend that this Amendment be enforced and interpreted
as written. If, however, any term, provision, covenant or restriction of this Amendment is held by
a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.



     8. Descriptive Headings. Descriptive headings of the several sections, subsections
and provisions of this Amendment are inserted for convenience of reference only and shall not
control or affect the meaning, interpretation or construction of any of the terms or provisions
hereof.



     9. Exhibit. Exhibit C to the Rights Agreement is hereby deemed to be amended in a
manner consistent with this Amendment.



[Remainder of page intentionally left blank.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the day and year first above written.



	 	 	 
	Attest:

	 	BRILLIAN CORPORATION
	 
	 	 
	 
	 	 
	By:       /s/ Wayne A. Pratt                    

	 	By:     /s/ Vincent F. Sollitto, Jr.                                      
	Name:   Wayne A. Pratt                         

	 	Name:   Vincent F. Sollitto, Jr.                                          
	Title:     Secretary                                   

	 	Title:     President and Chief Executive Officer               
	 
	 	 
	 
	 	 
	 
	 	 
	Attest:

	 	THE BANK OF NEW YORK
	 
	 	 
	 
	 	 
	By:       /s/ Rohan Bickram                    

	 	By::       /s/ Steven Myers                                    
	Name:   Rohan Bickram                         

	 	Name::   Steven Myers                                        
	Title:     Assistant Treasurer                 

	 	Title:     Vice President                                          







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