MANAGING
      DEALER WARRANT AGREEMENT

     

    THIS
      MANAGING DEALER WARRANT AGREEMENT (the “Agreement”), dated as of July 19, 2006,
      is made and entered into by and between QUINTESSENCE PHOTONICS CORPORATION,
      a
      Delaware corporation (the “Company”), and BROOKSTREET SECURITIES CORPORATION, a
      California corporation (“Brookstreet” or the “Warrantholder”).

    


    The
      Company sold 9,445,600 shares of its Common Stock (the “Offering Shares”) in a
      private offering (the “Offering”) on a best efforts basis to accredited
      investors only at a purchase price of $1.25 (the “Exercise Price”) per Offering
      Share. Brookstreet was the Managing Dealer of the Offering pursuant to a
      Managing Dealer Agreement dated December 5, 2005, Amendment No. 1 to Managing
      Dealer Agreement dated May 22, 2006 and Amendment No. 2 to Managing Dealer
      Agreement dated May 30, 2006 (the “Managing Dealer Agreement”) between the
      Company and Brookstreet. The Managing Dealer Agreement provides that, on
      consummation of the sale of the Offering Shares, the Company shall sell and
      issue to Brookstreet Warrants (as defined by Section 1.1) entitling Brookstreet
      to purchase, on the terms and conditions hereinafter set forth, shares of
      Company Common Stock (the “Shares”).

    


    In
      consideration of the foregoing and in satisfaction of the Company’s obligations
      contained in the Managing Dealer Agreement and for the purpose of defining
      the
      terms and provisions of the Warrants and the respective rights and obligations
      with respect thereto, the Company and the Warrantholder, for value received,
      hereby agree as follows:

    


    Section
      1. Issuance
      of Warrants; Transferability and Form of Warrants.

    


    1.1 Issuance
      of the Warrants.
      The
      Company agrees that at the final closing of the Offering, it shall issue to
      the
      Warrantholder warrants for the purchase of the number of Shares equal to 20%
      of
      the aggregate number of Offering Shares sold in the Offering (the
“Warrants”).

    


    1.2 Number
      of Shares and Certification.
      Each
      Warrant will entitle the Warrantholder to purchase one Share, at the Warrant
      Price (as defined in Section 8 hereof). The Warrants being sold and issued
      pursuant to this Agreement shall be evidenced by Warrant Certificates
      substantially in the form of Exhibit A hereto (the “Warrant
      Certificate”).

    


    1.3 Registration.
      The
      Warrants shall be numbered and shall be registered on the books of the Company
      when issued.

    


    1.4 Transfer.
      The
      Warrantholder, at Warrantholder’s sole discretion, may transfer the Warrants, in
      whole or in part only, to affiliates, employees, selected dealers, and others.
      The Warrants shall be transferable in whole or in part only on the books of
      the
      Company maintained at its principal office in Sylmar, California, or wherever
      its principal office may then be located, upon delivery thereof duly endorsed
      by
      the Warrantholder or by its duly authorized attorney or representative,
      accompanied by proper evidence of succession, assignment or authority to
      transfer. Upon any registration of transfer, the Company shall promptly execute
      and deliver new Warrants to the person or persons entitled
      thereto.


    
      
         

        
        

      

      
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    1.5 Form
      of Warrants.
      The
      text of the Warrants and of the form of election to purchase Shares shall be
      substantially as set forth in Exhibit A attached hereto. The number of Shares
      issuable upon exercise of the Warrants is subject to adjustment upon the
      occurrence of certain events, all as hereinafter provided. The Warrants shall
      be
      executed on behalf of the Company by its President or Chief Financial Officer.
      A
      Warrant bearing the signature of an individual who was at the time of signature
      the proper officer of the Company shall bind the Company, notwithstanding that
      such individual shall have ceased to hold such office prior to the delivery
      of
      such Warrant or did not hold such office on the date of this Agreement. The
      Warrants shall be dated as of the date of signature thereof by the Company
      either upon initial issuance or upon division, exchange, substitution or
      transfer.

    


    1.6 Legend
      on Shares.
      Each
      Warrant certificate and certificate for Shares initially issued upon exercise
      of
      the Warrants shall bear the following legend, unless, at the time of exercise,
      such Shares are subject to a currently effective registration statement under
      the Securities Act of 1933, as amended (the “Act”):

    


    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
      AND
      MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE
      OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
      ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
      REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

    


    Any
      certificate issued at any time in exchange or substitution for any certificate
      bearing such legend (except a new certificate issued upon completion of a public
      distribution pursuant to a registration statement under the Act, of the
      securities represented thereby) shall also bear the above legend unless, in
      the
      opinion of the Company’s counsel, the securities represented thereby need no
      longer be subject to such restrictions.

    


    Section
      2. Exchange
      of Warrant Certificate.
      Any
      Warrant certificate may be exchanged for another certificate or certificates
      entitling the Warrantholder to purchase a like aggregate number of Shares as
      the
      certificate or certificates surrendered then entitled such Warrantholder to
      purchase. Any Warrantholder desiring to exchange a Warrant certificate shall
      make such request in writing delivered to the Company, and shall surrender,
      properly endorsed, with signatures guaranteed, the certificate evidencing the
      Warrant to be so exchanged. Thereupon, the Company shall execute and deliver
      to
      the person or persons entitled thereto a new Warrant certificate as so
      requested.

     

    
      
         

        
        

      

      
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    Section
      3. Term
      of Warrants; Exercise of Warrants.

    


    3.1 Subject
      to the terms of this Agreement, each Warrantholder shall have the right, at
      any
      time during the period commencing at 9:00 a.m., Western Time, on the date of
      issuance of the Warrants and ending at 5:00 p.m. of the day preceding the fifth
      anniversary date of the issuance (the “Termination Date”), to purchase from the
      Company up to the number of fully paid and nonassessable Shares to which the
      Warrantholder may at the time be entitled to purchase pursuant to this
      Agreement. Such purchase of Shares shall be effectuated by the surrender to
      the
      Company, at its principal office, of the certificate evidencing the Warrants
      to
      be exercised, together with the purchase form on the reverse thereof duly filled
      in and signed, with signatures guaranteed, and upon payment to the Company
      of
      the Warrant Price (as defined in and determined in accordance with the
      provisions of this section 3 and section 8 hereof), for the number of Shares
      in
      respect of which such Warrants are then exercised.

    


    3.2 Payment
      of the aggregate Warrant Price shall be made pursuant to Section 3.3 hereof.
      Upon surrender of the Warrants and payment of such Warrant Price as aforesaid,
      the Company shall issue and cause to be delivered with all reasonable dispatch
      to or upon the written order of the Warrantholder, and in such name or names
      as
      the Warrantholder may designate, a certificate or certificates for the number
      of
      full Shares so purchased upon the exercise of the Warrant, together with cash,
      as provided in Section 10 hereof, in respect of any fractional Shares otherwise
      issuable upon such surrender. Such certificate or certificates shall be deemed
      to have been issued and any person so designated to be named therein shall
      be
      deemed to have become a holder of record of such securities as of the date
      of
      surrender of the Warrants and payment of the Warrant Price, as aforesaid,
      notwithstanding that the certificate or certificates representing such
      securities shall not actually have been delivered or that the stock transfer
      books of the Company shall then be closed. The Warrants shall be exercisable,
      at
      the election of each Warrantholder, either in full or from time to time in
      part
      and, in the event that a certificate evidencing the Warrants is exercised in
      respect of less than all of the Shares specified therein at any time prior
      to
      the Termination Date, a new certificate evidencing the remaining portion of
      the
      Warrants shall be issued by the Company to such Warrantholder.

    


    3.3 Manner
      of Exercising Warrant.

    


    (a) In
      order
      to exercise this Warrant with respect to all or any part of the Shares for
      which
      this Warrant is at the time exercisable, Warrantholder (or any other person
      or
      persons exercising the Warrant) must take the following actions:

    


    (i)
       Execute
      and deliver to the Company a written notice of exercise stating the number
      of
      Shares being purchased (in whole shares only) and such other information set
      forth on the form of Notice of Exercise attached hereto as Appendix A;
      and

    


    (ii)
       Pay
      the
      aggregate Exercise Price for the Shares in one or more of the following
      forms:

    


    (A)
       Cash
      or
      check made payable to the Company.


    
      
         

        
        

      

      
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    (B)
       A
      promissory note payable to the Company, but only to the extent authorized by
      the
      Company and applicable provisions of the California Corporations
      Code.

    


    Should
      the Company’s Common Stock be registered under Section 12 of the Exchange Act at
      the time the Warrant is exercised, then the Exercise Price may also be paid
      as
      follows:

    


    (C)
       
      By
      surrender of this Warrant at the principal office of the Company together with
      notice of cashless election, in which event the Company shall issue to
      Warrantholder a number of Shares computed using the following
      formula:

    


    X
      = Y
      (A-B)/A

    


    where: X
      = the
      number of Shares to be issued to Holder.

    


    Y
      = the
      number of Shares for which this Warrant is being exercised.

    


    A
      = the
      Market Price of one share of Common Stock (for purposes of this Section
      3(a)(ii)(C), the "Market Price" shall be defined as the average closing price
      of
      the Common Stock for the five trading days prior to the date of exercise of
      this
      Warrant (the "Average Closing Price"), as reported by the O.T.C. Bulletin Board,
      or if the Common Stock is not traded on the O.T.C. Bulletin Board, the Average
      Closing Price in any other over-the-counter market; provided, however, that
      if
      the Common Stock is listed on a stock exchange, the Market Price shall be the
      Average Closing Price on such exchange for the five trading days prior to the
      date of exercise of the Warrants. If the Common Stock is/was not traded during
      the five trading days prior to the date of exercise, then the closing price
      for
      the last publicly traded day shall be deemed to be the closing price for any
      and
      all (if applicable) days during such five trading day period.

    


    B
      = the
      Exercise Price.

    


    For
      purposes of Rule 144 and sub-section 3.3(a)(ii)(C) hereof, it is intended,
      understood and acknowledged that the Shares issuable upon exercise of this
      Warrant in a cashless exercise transaction shall be deemed to have been acquired
      at the time this Warrant was issued. Moreover, it is intended, understood and
      acknowledged that the holding period for the Shares issuable upon exercise
      of
      this Warrant in a cashless exercise transaction shall be deemed to have
      commenced on the date this Warrant was issued.

    


    (D) Through
      a
      special sale and remittance procedure compliant with applicable federal and
      state securities law pursuant to which the Warrantholder (or any other person
      or
      persons exercising the Warrant) shall concurrently provide irrevocable
      instructions (a) to a Company-approved brokerage firm to effect the immediate
      sale of the purchased Shares and remit to the Company, out of the sale proceeds
      available on the settlement date, sufficient funds to cover the aggregate
      Warrant Price payable for the purchased Shares plus all applicable Federal,
      State and local income and employment taxes required to be withheld by the
      Company by reason of such exercise and (b) to the Company to deliver the
      certificates for the purchased Shares directly to such brokerage firm in order
      to complete the sale.


    
      
         

        
        

      

      
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    (b)
       As
      soon
      as practical after the Exercise Date, the Company shall issue to or on behalf
      of
      the Warrantholder (or any other person or persons exercising this Warrant)
      a
      certificate for the purchased Shares, with the appropriate legends affixed
      thereto.

    


    (c)
       In
      no
      event may this Warrant be exercised for any fractional Shares.

    


    Section
      4. Registration
      Rights.
      

    


    4.1 Registration.
      Not
      later than September 18, 2006, the Company shall file a registration statement
      (the “Registration Statement”) covering the public sale of the Shares together
      with the other Registrable Securities (defined below), and the Company will
      cause such Shares to be registered under the Act and continue to keep the
      Registration Statement effective for a period of 16 months. “Registrable
      Securities” are defined as: (i) up to $2 million worth of shares of common stock
      sold by the Company prior to the commencement of the Offerings (the “Early
      Offering”); (ii) all Shares issued in the Offerings; (iii) all Shares underlying
      the Warrants, (iv) all Shares underlying the Brookstreet Warrants; (v) all
      Shares issued to Richardson & Patel LLP in connection with the Offering
      and/or the contemplated Reverse Merger; (vi) all Shares underlying the warrants
      issued in connection with the $500,000 bridge loan financing that closed on
      or
      about November 25, 2005; and (vii) all Shares underlying warrants issued by
      the
      Company in connection with the Loan Agreement dated on or about August 1, 2005.
      The Company shall bear the expenses in connection with the registration of
      the
      Registrable Securities (exclusive of underwriting discounts and
      commissions).

    


    4.2
       Piggyback
      Registration.
      In
      addition to the registration rights set forth in Section 4.1, if the
      registration statement is not filed with or otherwise declared effective by
      the
      Securities and Exchange Commission (the “Commission”), then the Warrantholder
      shall also have certain “piggyback” registration rights as follows:

    


    (a) If
      at any
      time after the issuance of the Shares, the Company shall file with the
      Commission a registration statement under the Act registering any shares of
      equity securities and which could also include for registration the Shares,
      the
      Company shall give written notice to each Warrantholder prior to such
      filing.

    


    (b) Within
      20
      calendar days after such notice from the Company, each Warrantholder shall
      give
      written notice to the Company whether or not such Warrantholder desires to
      have
      all of such Warrantholder’s Shares included in the registration statement. If
      any Warrantholder fails to give such notice within such period, such
      Warrantholder shall not have the right to have its Shares registered pursuant
      to
      such registration statement. If any Warrantholder gives such notice, then the
      Company shall include such Warrantholder’s Shares in the registration statement,
      at Company’s sole cost and expense, subject to the remaining terms of this
      Section 4.2. 


    
      
         

        
        

      

      
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    (c) If
      the
      registration statement relates to an underwritten offering, and the underwriter
      shall determine in writing that the total number of shares of equity securities
      to be included in the offering, including the Shares, shall exceed the amount
      which the underwriter deems to be appropriate for the offering, the number
      of
      Shares to be included in the registration statement shall be reduced in the
      same
      proportion as the remainder of the Shares in the offering and such participating
      Warrantholder’s Shares included in such registration statement will be reduced
      proportionately. For this purpose, if other securities in the registration
      statement are derivative securities, their underlying shares shall be included
      in the computation. Each participating Warrantholder shall enter into such
      agreements as may be reasonably required by the underwriters and each
      Warrantholder shall pay the underwriter’s commissions relating to the sale of
      their respective Shares.

    


    (d) The
      Warrantholders shall have an unlimited number of opportunities to have the
      Shares registered under this Section 4.2 provided that the Company shall not
      be
      required to register any Shares or keep any registration statement effective
      beyond such period required under Section 4.4(a) of this Agreement.


    


    (e) The
      Warrantholder shall furnish in writing to the Company such information as the
      Company shall reasonably require in connection with a registration
      statement.

    


    4.3 Expenses
      of Registration.
      All
      expenses of registration (“Registration Expenses”) incurred in connection with
      any registration, qualification or compliance pursuant to Section 4 shall be
      borne by the Company. All expenses of sale of the Shares on the public market
      after registration shall be borne by the Warrantholders. 

    


    4.4 Registration
      Procedures.
      In the
      case of each registration, qualification or compliance effected by the Company
      pursuant to this Agreement, the Company will keep each Warrantholder advised
      in
      writing as to the initiation of each registration, qualification and compliance
      and as to the completion thereof. At its expense, the Company will:

    


    (a) Effectiveness.
      Prepare
      and file with the Commission a registration statement with respect to such
      securities and use its commercially reasonable best efforts to cause such
      registration statement to become and remain effective for at least 16 months
      or
      until the distribution described in the registration statement has been
      completed, whichever is shorter;

    


    (b) Amendments.
      Prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection with such
      registration statement as may be necessary to comply with the provisions of
      the
      Act with respect to the disposition of all securities covered by such
      registration statement;

    


    (c) Copies
      of Documents.
      Furnish
      to the Warrantholders participating in such registration and to the underwriters
      of the securities being registered such reasonable number of copies of the
      registration statement, preliminary prospectus, final prospectus and such other
      documents as such underwriters or such Warrantholders may reasonably request
      in
      order to facilitate the public offering of such securities;


    
      
         

        
        

      

      
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    (d) Blue
      Sky Laws.
      Use its
      commercially reasonable best efforts to register and qualify the securities
      covered by such registration statement under such other securities or blue
      sky
      laws of such jurisdictions as shall be reasonably requested by the
      Warrantholders; provided that the Company shall not be required in connection
      therewith or as a condition thereto to qualify to do business or to file a
      general consent to service of process in any such states or jurisdictions,
      unless the Company is already subject to service in such jurisdiction and except
      as may be required by the Act;

     

    (e) Notification.
      Notify
      each Warrantholder whose Shares are covered by such registration statement
      if at
      any time the Company shall determine that the registration statement or any
      prospectus included therein shall contain an untrue statement of material fact
      or omit to state a material fact necessary to make the statements therein,
      in
      light of the circumstances in which they were made, not misleading, and
      thereafter, subject to Section 4.4(f) and the last paragraph of this Section
      4,
      promptly prepare and file with the Commission an amendment to the registration
      statement or a supplement to the prospectus as may be necessary to correct
      such
      untrue statement or omission, and notify the selling Warrantholders of such
      filing;

    


    (f) Amendment
      or Supplement to Registration Statement.
      Prepare
      and file as soon as reasonably practicable with the Commission and promptly
      notify each Warrantholder whose Shares are covered by such registration
      statement of the filing of such amendment or supplement to the registration
      statement or prospectus as may be necessary to correct any statements or
      omissions if, at the time when a prospectus relating to such securities is
      required to be delivered under the Act, the Company determines that any event
      shall have occurred as the result of which any such prospectus or any other
      prospectus as then in effect would include an untrue statement of a material
      fact or omit to state a material fact necessary to make the statements therein,
      in light of the circumstances in which they were made, not misleading or if
      the
      Company determines that an amendment to the registration statement or supplement
      to the prospectus is advisable before further sales of Shares should be made;
      provided that if the Board of Directors of the Company determines that amending
      the registration statement or supplementing the prospectus might be detrimental
      to the Company, then notwithstanding this Section 4.4(f) the Company may defer
      such amendment or supplement for up to 120 days, provided that: (i) the Company
      shall not use such right of deferral with respect to any registration statement
      for more than an aggregate of 120 days in any 12-month period; and (ii) the
      number of days the Company is required to keep the registration statement
      effective shall be extended by the number of days for which the Company shall
      have used such right of deferral;

    


    (g) Stop
      Order.
      Advise
      each Warrantholder whose Shares are covered by such registration statement
      promptly after it shall receive notice or obtain knowledge thereof, of the
      issuance of any stop order by the Commission suspending the effectiveness of
      the
      Registration Statement or the initiation or threatening of any proceeding for
      that purpose and promptly use its commercially reasonable best efforts to
      prevent the issuance of any stop order or to obtain its withdrawal if such
      stop
      order should be issued;


    
      
         

        
        

      

      
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    (j) Listing.
      Cause
      Shares registered pursuant hereunder to be listed on each securities exchange
      on
      which similar securities issued by the Company are then listed; and

    


    (i) Transfer
      Agent and Registrar.
      Provide
      a transfer agent and registrar for all Shares registered pursuant hereunder
      and
      a CUSIP number for all such Shares in each case not later than the effective
      date of such registration.

    


    If
      a
      Warrantholder receives a notification from the Company pursuant to this Section
      4 that a registration statement or prospectus contains an untrue statement
      or
      omission or that the Company is exercising its rights pursuant to Section
      4.4(f), then such Warrantholder shall: (i) keep the fact of such notification
      and its contents confidential and (ii) immediately suspend all sales of
      securities of the Company and any use of the registration statement or
      prospectus as to which the notification applies, until such time as such
      Warrantholder receives notification from the Company that an amendment to the
      registration statement or a supplement to the prospectus has been filed and
      that
      sales may be made.

    


    4.5 Transfer
      of Registration Rights.
      The
      rights granted hereunder to cause the Company to register securities or to
      participate in a registration of the Company may not be assigned to any
      transferee or assignee of the Warrants unless the transferee agrees to be bound
      by the terms and conditions of this Agreement; provided however that Brookstreet
      may distribute the warrants to affiliates, agents and employees at its
      discretion in conformity with applicable law.

     

    Section
      5. Payment
      of Taxes.
      The
      Company will pay all documentary stamp taxes, if any, attributable to the
      initial issuance of the Warrants or the securities comprising the Shares;
      provided, however, the Company shall not be required to pay any tax which may
      be
      payable in respect of any secondary transfer of the Warrants or the securities
      comprising the Shares.

    


    Section
      6. Mutilated
      or Missing Warrants.
      In case
      the certificate or certificates evidencing the Warrants shall be mutilated,
      lost, stolen or destroyed, the Company shall, at the request of the
      Warrantholder, issue and deliver in exchange and substitution for and upon
      cancellation of the mutilated certificate or certificates, or in lieu of and
      substitution for the certificate or certificates lost, stolen or destroyed,
      a
      new Warrant certificate or certificates of like tenor and representing an
      equivalent right or interest, but only upon receipt of evidence reasonably
      satisfactory to the Company of such loss, theft or destruction of such Warrant
      and payment of the reasonable out-of-pocket expenses incurred by the Company
      in
      issuing a replacement Warrant Certificate.

    


    Section
      7. Reservation
      of Shares.
      There
      has been reserved, out of its authorized Capital Stock, such number of shares
      of
      Common Stock as shall be subject to purchase under the Warrants, and the Company
      shall at all times keep reserved, for so long as any of the Warrants remain
      outstanding, such shares of Common Stock that from time to time are, and such
      additional shares or other securities that, pursuant to Section 10 hereof,
      become issuable on exercise of the Warrants.


    
      
         

        
        

      

      
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    Section
      8. Exercise
      Price.
      The
      price per share at which Shares shall be purchasable upon the exercise of the
      Warrants shall be $1.25, subject to any adjustments thereto required pursuant
      to
      Section 9 hereof (and as so adjusted, the “Exercise Price”).

     

    Section
      9. Adjustment
      of Number of Shares.
      Unless
      otherwise set forth in Section 9 of this Agreement, the number and kind of
      securities purchasable upon the exercise of the Warrants and the Warrant Price
      shall be subject to adjustment from time to time upon the happening of certain
      events, as follows:

    


    9.1 Adjustment
      of Number of Shares and Class of Capital Stock Purchasable.
      If the
      Company:

    


    (a) subdivides
      its outstanding shares of Common Stock into a greater number of shares;
      or

    


    (b) issues
      by
      reclassification of its shares of Common Stock any shares of its capital
      stock;

    


    then
      the
      number and classes of shares purchasable upon exercise of each Warrant in effect
      immediately prior to such action shall be adjusted so that the holder of any
      Warrant thereafter exercised may receive the number and classes of shares of
      capital stock of the Company which such holder would have owned immediately
      following such action if such holder had exercised the Warrant immediately
      prior
      to such action. The adjustment shall become effective immediately after the
      effective date of the subdivision or reclassification.

    


    If
      after
      an adjustment, the holder of a Warrant upon exercise of it may receive shares
      of
      two or more classes of capital stock of the Company, the Board of Directors
      of
      the Company shall in good faith determine the allocation of the adjusted
      Exercise Price between or among the classes of capital stock. After such
      allocation, that portion of the Exercise Price applicable to each share of
      each
      such class of capital stock shall thereafter be subject to adjustment on terms
      comparable to those applicable to Common Stock in this Agreement.
      Notwithstanding the allocation of the Exercise Price between or among shares
      of
      capital stock as provided by this Section 9.1, a Warrant may only be exercised
      in full by payment of the entire Exercise Price currently in
      effect.

    


    9.2 Par
      Value of Shares of Common Stock.
      Before
      taking any action which would cause an adjustment effectively reducing the
      portion of the Warrant Price allocable to each Share below the then par value
      (if any) per share of the Common Stock issuable upon exercise of the Warrants,
      the Company will take any corporate action which may, in the opinion of its
      counsel, be necessary in order that the Company may validly and legally issue
      fully paid and nonassessable Common Stock upon exercise of the
      Warrants.


    
      
         

        
        

      

      
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    9.3 Independent
      Public Accountants.
      The
      Company may retain a firm of independent public accountants of recognized
      national standing (which may be any such firm regularly employed by the Company)
      to make any computation required under this Section 9, and a certificate signed
      by such firm shall be conclusive evidence of the correctness of any computation
      made under this Section 9.

    


    9.4 Statement
      on Warrant Certificates.
      Irrespective of any adjustments in the number of Shares or other securities
      issuable upon exercise of Warrants, Warrant certificates theretofore or
      thereafter issued may continue to express the same number of securities as
      are
      stated in the similar Warrant certificates initially issuable pursuant to this
      Agreement. However, the Company may, at any time in its sole discretion (which
      shall be conclusive), make any change in the form of Warrant certificate that
      it
      may deem appropriate and that does not affect the substance thereof; and any
      Warrant certificate thereafter issued, whether upon registration of transfer
      of,
      or in exchange or substitution for, an outstanding Warrant certificate, may
      be
      in the form so changed.

    


    Section
      10. Fractional
      Interests; Current Market Price.
      The
      Company shall not be required to issue fractional Shares on the exercise of
      any
      of the Warrants. If any fraction of a Share would, except for the provisions
      of
      this Section 10, be issuable on the exercise of the Warrants (or any specified
      portion thereof being exercised), the Company shall pay to the Warrantholder,
      in
      lieu of the issuance of such fractional Share, an amount in cash equal to the
      then Current Market Price multiplied by such fraction. For purposes of this
      Agreement, the term “Current Market Price” shall mean (i) if the Common Stock is
      traded in the over-the-counter market and not on any national securities
      exchange, the average of the per share closing bid prices of the Common Stock
      on
      the 30 consecutive trading days immediately preceding the date in question,
      or
      (ii) if the Common Stock is traded on a national securities exchange, the
      average for the 30 consecutive trading days immediately preceding the date
      in
      question of the daily per share closing prices of the Common Stock on the
      principal stock exchange on which it is listed, as the case may be. For purposes
      of clause (i) above, the bid price referred to in said clause shall be the
      lowest bid price as reported in the “pink sheets” published by National
      Quotation Bureau, Incorporated or the O.T.C. Bulletin Board, as applicable.
      The
      closing price referred to in clause (ii) above shall be the last reported sale
      price or, in case no such reported sale takes place on such day, the average
      of
      the reported closing bid and asked prices, on the national securities exchange
      on which the Common Stock is then listed.

    


    Section
      11. No
      Rights as Shareholder; Notices to Warrantholder.
      Nothing
      contained in this Agreement or in the Warrants shall be construed as conferring
      upon the Warrantholder or its transferees any rights as a shareholder of the
      Company, including the right to vote, receive dividends, consent or receive
      notices as a shareholder in respect of any meeting of shareholders for the
      election of directors of the Company or any other matter, unless and until
      the
      Warrantholder or such transferee (as the case may be) exercises the Warrants,
      in
      whole or in part, and pays the Warrant Price thereof to the Company.
      Notwithstanding the foregoing, however, if at any time prior to the earlier
      of
      the expiration of the Warrants and or their exercise in full, any one or more
      of
      the following events shall occur:


    
      
         

        
        

      

      
        10

        
          

        

      

       

    

     

    (a) any
      action which would require an adjustment pursuant to Section 9.1;
      or

    


    (b) a
      dissolution, liquidation or winding up of the Company (other than in connection
      with a consolidation, merger or sale of its property, assets and business as
      an
      entirety or substantially as an entirety) shall be proposed; 

    


    then,
      the
      Company shall give notice in writing of such event to the Warrantholder, in
      the
      manner provided in Section 14 hereof, at least 20 days prior to the date fixed
      as a record date or the date of closing the transfer books for the determination
      of the shareholders entitled to any relevant dividend, distribution,
      subscription rights or other rights or for the determination of shareholders
      entitled to vote on such proposed dissolution, liquidation or winding up. Such
      notice shall specify such record date or the date of closing of the transfer
      books, as the case may be. 

    


    Section
      12. Indemnification.

    


    12.1 Indemnification
      of Warrantholder.
      In the
      event of the filing of any registration statement with respect to the Shares
      pursuant to Section 4 hereof, the Company agrees to indemnify and hold harmless
      each Warrantholder and any holder of such Shares and each person, if any, who
      controls (within the meaning of the Act) the Warrantholder or any holder of
      such
      Shares, against any losses, claims, damages or liabilities, joint or several
      (which shall, for all purposes of this Agreement, include, but not be limited
      to, all costs of defense and investigation and all attorneys’ fees), to which
      such Warrantholder or any holder of such Shares or such controlling person
      may
      become subject, under the Act or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based
      upon any untrue statement or alleged untrue statement of any material fact
      contained in any such Registration Statement, or any related preliminary
      prospectus, final prospectus, or amendment or supplement thereto, or arise
      out
      of or are based upon the omission or alleged omission to state therein a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading; provided, however, that the Company will not be liable
      in any such case to the extent that any such loss, claim, damage or liability
      arises out of or is based upon an untrue statement or alleged untrue statement
      or omission or alleged omission made in such registration statement, preliminary
      prospectus, final prospectus or amendment or supplement thereto in reliance
      upon, and in conformity with, written information furnished to the Company
      by
      such Warrantholder or the holder of such Shares specifically for inclusion
      therein. This indemnity will be in addition to any liability which the Company
      may otherwise have.

    


    12.2 Indemnification
      of the Company.
      The
      Warrantholder and the holders of the Shares agree that they will indemnify
      and
      hold harmless the Company, each other person referred to in subparts (1), (2)
      and (3) of Section 11(a) of the Act in respect of any registration statement
      and
      each person, if any, who controls the Company within the meaning of the Act,
      against any losses, claims, damages or liabilities (which shall, for all
      purposes of this Agreement, include but not be limited to, all costs of defense
      and investigation and all attorneys’ fees) to which the Company or any such
      director, officer or controlling person may become subject under the Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon any untrue statement or alleged
      untrue statement of any material fact contained in such registration statement,
      or any related preliminary prospectus, final prospectus or amendment or
      supplement thereto, or arise out of or are based upon the omission or the
      alleged omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading, but in each case
      only to the extent that such untrue statement or alleged untrue statement or
      omission or alleged omission was made in such registration statement,
      preliminary prospectus, final prospectus or amendment or supplement thereto
      in
      reliance upon, and in conformity with, written information furnished to the
      Company by the Warrantholder or such holder of Shares specifically for inclusion
      therein. This indemnity agreement will be in addition to any liability which
      the
      Warrantholder or such holder of Shares may otherwise have.


    
      
         

        
        

      

      
        11

        
          

        

      

       

    

    


    12.3 Indemnification
      Procedures.
      Promptly after receipt by an indemnified party under this Section 12 of notice
      of the commencement of any action, such indemnified party will, if a claim
      in
      respect thereof is to be made against the indemnifying party under this Section
      12, notify the indemnifying party of the commencement thereof; but the omission
      so to notify the indemnifying party will not relieve the indemnifying party
      from
      any liability which it may have to any indemnified party. In case any such
      action is brought against any indemnified party, and it notifies the
      indemnifying party of the commencement thereof, the indemnifying party will
      be
      entitled to participate in, and, to the extent that it may wish, jointly with
      any other indemnifying party similarly notified, reasonably assume the defense
      thereof, subject to the provisions herein stated, and after notice from the
      indemnifying party to such indemnified party of its election so to assume the
      defense thereof, the indemnifying party will not be liable to such indemnified
      party under this Section 12 for any legal or other expenses subsequently
      incurred by such indemnified party in connection with the defense thereof other
      than reasonable costs of investigation, unless the indemnifying party shall
      not
      pursue the action to its final conclusion. The indemnified party shall have
      the
      right to employ separate counsel in any such action and to participate in the
      defense thereof, but the fees and expenses of such counsel shall not be at
      the
      expense of the indemnifying party if the indemnifying party has assumed the
      defense of the action with counsel reasonably satisfactory to the indemnified
      party; provided, however, that if the indemnified party is a Warrantholder
      or a
      holder of Shares or a person who controls a Warrantholder or a holder of Shares
      within the meaning of the Act, the fees and expenses of such counsel shall
      be at
      the expense of the indemnifying party if (i) the employment of such counsel
      has
      been specifically authorized in writing by the indemnifying party or (ii) the
      named parties to any such action, including any impleaded parties, include
      both
      a Warrantholder or a holder of Shares or such controlling person and the
      indemnifying party and a Warrantholder or a holder of Shares or such controlling
      person shall have been advised by such counsel that there may be one or more
      legal defenses available to a Warrantholder or a holder of Shares or controlling
      person which are not available to or in conflict with any legal defenses which
      may be available to the indemnifying party (in which case the indemnifying
      party
      shall not have the right to assume the defense of such action on behalf of
      a
      Warrantholder or a holder of Shares or such controlling person, it being
      understood, however, that the indemnifying party shall not, in connection with
      any one such action or separate but substantially similar or related actions
      in
      the same jurisdiction arising out of the same general allegations or
      circumstances, be liable for the reasonable fees and expenses of more than
      one
      separate firm of attorneys for the Warrantholder, the holders of the Shares
      and
      controlling persons, which firm shall be designated in writing by a majority
      in
      interest of such holders and controlling persons based upon the value of the
      securities included in the Registration Statement). No settlement of any action
      against an indemnified party shall be made without the consent of the
      indemnified and the indemnifying parties, which shall not be unreasonably
      withheld in light of all factors of importance to such parties.


    
      
         

        
        

      

      
        12

        
          

        

      

       

    

    


    Section
      13. Contribution.
      In
      order to provide for just and equitable contribution under the Act in any case
      in which (i) a Warrantholder or any holder of the Shares or controlling person
      makes a claim for indemnification pursuant to Section 12 hereof but it is
      judicially determined (by the entry of a final judgment or decree by a court
      of
      competent jurisdiction and the expiration of time to appeal or the denial of
      the
      last right of appeal) that such indemnification may not be enforced in such
      case
      notwithstanding the fact that the express provisions of Section 13 hereof
      provide for indemnification in such case or (ii) contribution under the Act
      may
      be required on the part of any Warrantholder or any holder of the Shares or
      controlling person, then the Company and any Warrantholder or any such holder
      of
      the Shares or controlling person shall contribute to the aggregate losses,
      claims, damages or liabilities to which they may be subject (which shall, for
      all purposes of this Agreement, include, but not be limited to, all costs of
      defense and investigation and all attorneys’ fees), in either such case (after
      contribution from others) on the basis of relative fault as well as any other
      relevant equitable considerations. The relative fault shall be determined by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by the Company on the one hand or a
      Warrantholder or holder of Shares or controlling person on the other and the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such statement or omission. The Company and such holders
      of
      such securities and such controlling persons agree that it would not be just
      and
      equitable if contribution pursuant to this Section 13 were determined by pro
      rata allocation or by any other method which does not take account of the
      equitable considerations referred to in this Section 13. The amount paid or
      payable by an indemnified party as a result of the losses, claims, damages
      or
      liabilities (or actions in respect thereof) referred to above in this Section
      13
      shall be deemed to include any legal or other expenses reasonably incurred
      by
      such indemnified party in connection with investigating or defending any such
      action or claim. No person guilty of fraudulent misrepresentation (within the
      meaning of Section 11 of the Act) shall be entitled to contribution from any
      person who was not guilty of such fraudulent misrepresentation.

    


    Section
      14. Notices.
      Any
      notice pursuant to this Agreement by the Company or by a Warrantholder or a
      holder of Shares shall be in writing and shall be deemed to have been duly
      given
      on the date of delivery or refusal indicated on the return receipt if delivered
      or mailed by certified mail, return receipt requested:

    


    14.1 Warrantholder
      Address.
      If to
      the Warrantholder or a holder of Shares, addressed to Brookstreet Securities
      Corporation, 2361 Campus Drive, Suite 210, Irvine, CA, 92612, Attention: Stanley
      C. Brooks, President.

    


    14.2 Company
      Address.
      If to
      the Company addressed to it a 15632 Roxford Street, Sylmar, CA 91342-1265,
      Attention: George Lintz, COO.


    
      
         

        
        

      

      
        13

        
          

        

      

       

    

    


    Each
      party may from time to time change the address to which notices to it are to
      be
      delivered or mailed hereunder by notice in accordance herewith to the other
      party.

    


    Section
      15. Survival
      of Representations and Warranties.
      All
      statements contained in any schedule, exhibit, certificate or other instrument
      delivered by or on behalf of the parties hereto, or in connection with the
      transactions contemplated by this Agreement, shall be deemed to be
      representations and warranties hereunder. Notwithstanding any investigations
      made by or on behalf of the parties to this Agreement, all representations,
      warranties and agreements made by the parties to this Agreement or pursuant
      hereto shall survive.

    


    Section
      16. Miscellaneous.

    


    16.1 Applicable
      Law.
      This
      Agreement shall be deemed to be a contract made under the laws of the State
      of
      California and for all purposes shall be construed in accordance with the laws
      of said State.

    


    16.2 Jurisdiction.
      The
      parties submit to the jurisdiction of the Courts of the County of Orange, State
      of California or a Federal Court empaneled in the State of California for the
      resolution of all legal disputes arising under the terms of this Agreement,
      including, but not limited to, enforcement of any arbitration
      award.

    


    16.3 Successors.
      All the
      covenants and provisions of this Agreement by or for the benefit of the Company,
      the Warrantholder, or the holders of Shares shall bind and inure to the benefit
      of their respective successors and assigns hereunder. Notwithstanding the
      foregoing, however, nothing in this Agreement shall be construed to give to
      any
      person or corporation other than the Company, the Warrantholder and the holders
      of Shares, and their respective permitted transferees (other than transferees
      who acquire any Shares that are free of restrictions on transfer under this
      Agreement and under the Act), any legal or equitable right, remedy or claim
      under this Agreement. This Agreement shall be for the sole and exclusive benefit
      of the Company, the Warrantholder and the holders of Shares and such permitted
      transferees (other than transferees who acquire any Shares that are free of
      restrictions on transfer under this Agreement and under the Act).

    


    16.4 Amendments.
      This
      Agreement may be amended only by a written instrument executed by duly
      authorized representatives of the Company and the Warrantholder.

    


    16.5 Severability.
      In the
      event any provision of this Agreement becomes or is declared by a court of
      competent jurisdiction to be illegal, unenforceable or void, this Agreement
      shall continue in full force and effect without said provision, but only to
      the
      extent necessary to cure the infirmity that caused such provision to be held
      illegal, unenforceable or void.

    


    16.6 Interpretation.
      This
      Agreement is the result of arms’-length negotiations between the parties hereto
      and no provision hereof, because of any ambiguity found to be contained in
      any
      of the provisions hereof, shall be construed against a party by reason of the
      fact that such party or its legal counsel was the draftsman of those provisions.
      Unless otherwise indicated elsewhere in this
      Agreement, (i) the term “or” shall not be exclusive, (ii) the term “including”
shall mean “including, but not limited to,” and (iii) unless the context
      indicates otherwise the terms “herein,” “hereof,” “hereto,” “hereunder” and
      other terms similar to such terms shall refer to this Agreement as a whole
      and
      not merely to the specific section, subsection, paragraph or clause where such
      terms may appear.


    
      
        
        

      

      
        14

        
          

        

      

       

    

    


    16.7 Headings.
      The
      captions or headings of the sections and subsections of this Agreement are
      for
      convenience of reference only and shall be disregarded in interpreting,
      construing or applying any of the provisions of this Agreement.

    


    16.8 Counterparts.
      This
      Agreement may be executed in separate counterparts, each of which shall be
      an
      original of and all of which together shall constitute one and the same
      instrument. 

    


    16.9
       Attorneys’
      Fees.
      If any
      legal action or is brought for the interpretation or enforcement of this
      Agreement, the prevailing party shall be entitled to recover reasonable
      attorneys’ fees and other costs incurred in that action or proceeding, in
      addition to any other relief to which it may be entitled. 

    


    IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed,
      all
      as of the day and year first above written.

    
      	 	 	 
	 	
              QUINTESSENCE
                PHOTONICS CORPORATION

              a Delaware corporation

               

            
	 	
               

              
                

              

              BY:
                George Lintz

              ITS: Chief
                Financial Officer

            




    
      	 	 	 
	 	
              
                BROOKSTREET
                  SECURITIES CORPORATION,

              

              a California corporation

               

            
	 	
               

              
                

              

              BY:
                Kathleen M. McPherson

              ITS:
                Executive Vice
                President

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

       

    


    Exhibit
      A

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
      EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT PURSUANT TO A
      REGISTRATION OR AN EXEMPTION FROM SUCH REGISTRATION AND IN COMPLIANCE WITH
      SECTION 1.4 OF THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED.

    Warrant
      Certificate No. _____

    WARRANTS
      TO PURCHASE ___________ SHARES OF COMMON STOCK

     

    QUINTESSENCE
      PHOTONICS CORPORATION,

    A
      Delaware corporation

     

    This
      certifies that, for value received, Brookstreet Securities Corporation, a
      California corporation, the registered holder hereof or assigns (the
“Warrantholder”), is entitled to purchase from Quintessence Photonics
      Corporation, a Delaware corporation (the “Company”), at any time prior to: 5:00
      PM Western Time on _____________, at the purchase price per share of $1.25
      (the
“Warrant Price”), the number of Shares of Common Stock of the Company set forth
      above (the “Shares”). The number of Shares issuable upon exercise of each
      Warrant evidenced hereby and the Warrant Price shall be subject to adjustment
      from time to time as set forth in the Warrant Agreement referred to
      below.

    


    The
      Warrants evidenced hereby represent the right to purchase an aggregate of up
      to
      _________ Shares, subject to certain adjustments, and are issued under and
      in
      accordance with a Managing Dealer Warrant Agreement, dated as of _______________
      (the “Warrant Agreement”), between the Company and Brookstreet Securities
      Corporation and are subject to the terms and provisions contained in the Warrant
      Agreement, to all of which the Warrantholder by acceptance hereof consents.
      All
      capitalized terms in this Warrant Certificate, to the extent not otherwise
      defined herein, shall have the meaning assigned to such terms in the Warrant
      Agreement. The Warrants have certain registration rights set forth in the
      Warrant Agreement.

    


    The
      Warrants evidenced hereby may be exercised in whole or in part by presentation
      of this Warrant Certificate with the Purchase Form attached hereto duly executed
      (with a signature guarantee as provided thereon) and simultaneous payment of
      the
      Warrant Price at the principal office of the Company. Payment of such price
      shall be made as described in the Warrant Agreement.

    


    Upon
      any
      partial exercise of the Warrants evidenced hereby, there shall be signed and
      issued to the Warrantholder a new Warrant Certificate in respect of the Shares
      as to which the Warrants evidenced hereby shall not have been exercised. These
      Warrants may be exchanged at the office of the Company by surrender of this
      Warrant Certificate properly endorsed for one or more new Warrants of the same
      aggregate number of Shares as evidenced by the Warrant or Warrants exchanged.
      No
      fractional Shares will be issued upon the exercise of rights to purchase
      hereunder, but the Company shall pay the cash value of any fraction upon the
      exercise of one or more Warrants. These Warrants are transferable at the office
      of the Company in the manner and subject to the limitations set forth in the
      Warrant Agreement.

    


    This
      Warrant Certificate does not entitle any Warrantholder to any of the rights
      of a
      stockholder of the Company unless and until the Warrantholder exercises its
      rights to purchase Shares hereunder.

    
      	 	 	 
	 	
              QUINTESSENCE
                PHOTONICS CORPORATION

              a Delaware corporation

               

            
	Dated:
              _____________, _____	
               

              
                

              

              By:
                _________________________________

              Its:
                _________________________________

               

            



      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

    


    PURCHASE
      FORM

    


    QUINTESSENCE
      PHOTONICS CORPORATION

    15632
      Roxford Street

    Sylmar,
      CA 91342-1265

    


    The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by the within Warrant Certificate for, and to purchase thereunder,
      ____________ Shares of Common Stock (the “Shares”) provided for therein, and
      requests that certificates for the Shares be issued in the name of:

     

    
      
        

      

    

    (Please
      Print or Type Name)

    


    
      
 

    
      

    

    (Address,
      including zip code)

    


    
      

    

    (Social
      Security No. or Tax I.D. No.)

    


    and,
      if
      said number of Shares shall not be all the Shares purchasable hereunder, that
      a
      new Warrant Certificate for the balance of the Shares purchasable under the
      within Warrant Certificate be registered in the name of the undersigned
      Warrantholder or his Assignee as below indicated and delivered to the address
      stated below.

    


    Name
      of
      Warrantholder

    or
      Assignee:

    
      
                                                (Please
      Print)

    


    Address:
                 

    
      

    

     

    
      

    

    


    

      
        	
                Signature:
                  ______________________________

              	
                Dated:
                  _________________________

              	 

             

    

     

    Note:
      The
      above signature must correspond with the name as written upon the face of this
      Warrant Certificate in every particular, without alteration or enlargement
      or
      any change whatever, unless these Warrants have been assigned.

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    ASSIGNMENT

    (To
      be
      signed only upon assignment of Warrants)

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto the assignee
      named below all of the rights of the undersigned represented by the attached
      Warrant with respect to the number of Shares covered by the Warrant set forth
      below:

    


    (Name
      and
      Address of Assignee Must Be Printed or Typewritten)

     

    
      
        	
                Name
                  of Assignee

              	 	
                Social
                  Security No. or
                  Tax ID No.

              	 	
                Address

              	 	
                No.
                  of Shares

              


      

    

     

    
      
        

      



    and
      does
      hereby irrevocably constitute and appoint _________________________________
      Attorney to transfer said Warrants on the books of the Company, with full power
      of substitution in the premises.

     

    
      	
              Dated:
                ______________________________

            	
              _____________________________

              Signature
                of Registered Holder

            


    

     

    Note: The
      signature on this assignment must correspond with the name as it appears upon
      the face of the within Warrant Certificate in every particular, without
      alteration or enlargement or any change whatever.