EXHIBIT 2.2 AGREEMENT AND PLAN OF REORGANIZATION

Exhibit 2.2

EXHIBITS

     A Form of Agreement of Merger

AGREEMENT AND PLAN OF REORGANIZATION

      AGREEMENT AND PLAN OF REORGANIZATION dated as of October 27, 2006, among SYNTAX-BRILLIAN CORPORATION , a Delaware corporation (“Syntax-Brillian”); SBV-AC CORPORATION , a California corporation, which is a wholly owned subsidiary of Syntax-Brillian (“SBV”); VIVITAR CORPORATION , a California corporation (“Vivitar”), and GREAT STEP CO., LTD. a British Virgin Islands corporation (“Great Step”).

RECITALS

      WHEREAS the respective Boards of Directors of Syntax-Brillian, SBV, Great Step, and Vivitar have approved this Agreement providing for the merger of SBV with and into Vivitar (the “Merger”) as a result of which Vivitar would become a wholly owned subsidiary of Syntax-Brillian, subject to the conditions set forth in this Agreement;

      WHEREAS Syntax-Brillian, SBV, and Vivitar desire to make certain representations, warranties, covenants, and agreements in connection with the Merger and also to prescribe various conditions to the Merger; and

      WHEREAS Great Step has approved this Agreement and the transactions provided for herein as the sole shareholder of Vivitar and has agreed to indemnify Syntax-Brillian as set forth herein.

AGREEMENT

      NOW, THEREFORE , the parties hereto hereby approve and adopt this Agreement and do mutually covenant and agree as follows:

SECTION 1.
MERGER OF SBV AND VIVITAR

          1.1 Merger . On the Effective Time (as that term is hereinafter defined), SBV shall be merged with and into Vivitar, which shall be the surviving corporation, pursuant to the Agreement of Merger attached as Exhibit A hereto (the “Agreement of Merger”).

          1.2 Effect of the Merger . Upon the Merger becoming effective, the separate existence of SBV shall cease, and Vivitar shall succeed to and possess all the properties, rights, privileges, powers, franchises, and immunities, of a public as well as of a private nature, and be subject to all the debts, liabilities, obligations, restrictions, disabilities, and duties of SBV, all without further act or deed, as provided in the California General Corporation Law.

          1.3 Certificate of Incorporation and Bylaws . The Certificate of Incorporation and the Bylaws of Vivitar shall be amended and restated on the Effective Time to read as did the Certificate of Incorporation and Bylaws of SBV immediately prior to the Effective Time.

          1.4 Directors . The directors of SBV immediately prior to the Effective Time shall be the directors of Vivitar as of the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

          1.5 Officers . The officers of SBV immediately prior to the Effective Time, or such other persons as Syntax-Brillian shall designate, shall be the officers of Vivitar until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

          1.6 Status and Conversion of Securities.

               (a)  Conversion of Vivitar Stock into Syntax-Brillian Stock . At the Effective Time, each share of common stock, no par value, of Vivitar (“Vivitar Common Stock”), issued and outstanding immediately prior to the Effective Time, by reason of the Merger and without any action on the part of Great Step, shall be converted and exchanged into the right to receive a number of shares of validly issued, fully paid, and nonassessable common stock, $.001 par value, of Syntax-Brillian (“Syntax-Brillian Common Stock”), which equals the amount obtained by dividing the Per Share Purchase Price (as defined below) by the average of the closing prices of a share of Syntax-Brillian Common Stock on the NASDAQ Global Market for the 15 consecutive trading days ending on the last trading day prior to the execution of this Agreement (the “Syntax-Brillian Common Stock Average Price”). For the purposes of this Section, the “Per Share Purchase Price” shall mean the per share price equal to the amount obtained by dividing $26,000,000 by the total number of shares of Vivitar Common Stock.

               (b)  Fractional Shares . No fractional shares of Syntax-Brillian Common Stock shall be issued, but in lieu thereof Great Step shall receive from Syntax-Brillian shares of Syntax-Brillian Common Stock rounded to the nearest whole share.

               (c)  Exchange of Certificates . After the Effective Time, upon surrender of an outstanding certificate or certificates theretofore representing shares of Vivitar Common Stock (“Vivitar Stock Certificates”) to such bank, trust company, law firm, or other person as shall be designated by Syntax-Brillian (“Exchange Agent”), and subject to the escrow arrangement set forth in Section 1.6(d) and Section 7 . Great Step shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Syntax-Brillian Common Stock into which the shares of Vivitar Common Stock theretofore represented by such surrendered certificate or certificates shall have been converted (the “Merger Consideration”). Until so surrendered, each outstanding certificate theretofore representing shares of Vivitar Common Stock shall be deemed for all purposes, other than the payment of dividends or other distributions, if any, in respect of Syntax-Brillian Common Stock, to represent the number of whole shares of Syntax-Brillian Common Stock into which the shares of Vivitar Common Stock theretofore represented thereby shall have been converted. No dividend or other distribution, if any, payable to holders of shares of Syntax-Brillian Common Stock shall be paid to the holders of certificates theretofore representing shares of Vivitar Common Stock; provided , however , that upon surrender and exchange of such Vivitar stock certificates, there shall be paid to the record holders of the stock certificate or certificates issued in exchange therefor, the amount, without interest thereon, of dividends and other distributions, if any, which theretofore but subsequent to the Effective Time have been declared and become payable with respect to the

number of whole shares of Syntax-Brillian Common Stock into which the shares of Vivitar Common Stock theretofore represented thereby shall have been converted.

               (d)  Escrow Shares . In accordance with Section 7.3 of this Agreement, a certain number of Syntax-Brillian Common Stock (the “Escrow Shares”) equal to 15% of the Merger Consideration shall be placed in escrow as collateral for any of the indemnification obligations of Great Step under Section 7.2 of this Agreement.

               (e)  Conversion of SBV Capital Stock . As of the Effective Time, each share of common stock of SBV, par value $.001 per share, shall be converted into one newly issued share of Vivitar Common Stock.

               (f)  Vivitar Stock-Based Rights . Each outstanding option, right, award, or instrument to purchase or otherwise acquire Vivitar Capital Stock (“Vivitar Stock-Based Rights”), whether or not vested, exercisable, or convertible, shall be cancelled and retired, shall cease to exist, shall be null and void, and shall have no right to receive any Merger Consideration.

          1.7 Syntax-Brillian to Make Shares Available . By the Effective Time, Syntax-Brillian shall make available, by transferring to SBV or by transferring directly to the Exchange Agent, for the benefit of Great Step, such number of shares of Syntax-Brillian Common Stock as shall be required for conversion in accordance with this Agreement.

          1.8 Further Documents . From time to time, on and after the Effective Time, as and when requested by Syntax-Brillian, the appropriate officers and directors of Vivitar as of the Effective Time shall, for and on behalf and in the name of Vivitar or otherwise, execute and deliver all such deeds, bills of sale, assignments, and other instruments and shall take or cause to be taken such further or other actions as Syntax-Brillian may deem reasonably necessary or desirable in order to confirm of record or otherwise to Syntax-Brillian or Vivitar title to and possession of all of the properties, rights, privileges, powers, franchises, and immunities of Vivitar and otherwise to carry out fully the provisions and purposes of this Agreement.

          1.9 Effective Time . The Merger shall become effective on such date (the “Effective Time”) as of which all applicable legal requirements have been fulfilled to consummate the Merger. The parties shall use their best efforts to consummate the Merger at the earliest practicable date following the satisfaction of all conditions precedent that shall not have been waived.

          1.10 Internal Revenue Code . The parties hereto intend that the transactions contemplated by this Agreement shall qualify as a reorganization under Section 368(a)(2)(E) of the Internal Revenue Code, and each party hereto will take all necessary and appropriate actions in order to accomplish such intent.

          1.11 Closing . Subject to the fulfillment of waiver of the conditions set forth in Section 5 , the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Greenberg Traurig LLP, 2375 East Camelback Road, Phoenix, Arizona at 9:00 a.m., local time, on the date on which the Effective Time is expected to occur or

other date or time as may be determined by the parties. Syntax-Brillian shall notify Vivitar in writing of the date of the Closing upon at least five prior business days notice.

SECTION 2.
SHAREHOLDER APPROVALS

          This Agreement and the Merger have been approved by Syntax-Brillian as the sole shareholder of SBV and by Great Step as the sole shareholder of Vivitar.

SECTION 3.
REPRESENTATIONS AND WARRANTIES

          3.1 Representations and Warranties of Vivitar . Except as otherwise set forth in the Vivitar Disclosure Schedule attached hereto as Schedule 3 (the “Disclosure Schedule”) Vivitar represents and warrants to Syntax-Brillian as follows:

               (a)  Incorporation, Good Standing, and Qualification . Each of Vivitar and its subsidiaries is a corporation validly existing, and in good standing under the laws of the jurisdiction of its incorporation with the requisite corporate power and authority to own, operate, and lease its assets and properties and to carry on its business as now being conducted. (As used in this Agreement with reference to Vivitar, the term “subsidiaries” shall include all direct or indirect subsidiaries of Vivitar.) Neither Vivitar nor any subsidiary of Vivitar is subject to any Material Adverse Effect by reason of the failure to be duly qualified as a foreign corporation for the transaction of business or to be in good standing under the laws of any jurisdiction. As used in this Agreement, the term “Material Adverse Effect” means a material adverse change in or effect on (i) the validity or enforceability of this Agreement, (ii) the ability of any party to this Agreement to perform its obligations under this Agreement or to carry out the transactions contemplated hereby, (iii) any material adverse effect on business, assets, financial condition, or results of operations of any party to this Agreement and its subsidiaries, taken as a whole, other than a material adverse change resulting from any event, condition, occurrence, or consequence proximately caused by general or industry-wide market and economic conditions. Schedule 3.1(a) to the Disclosure Schedule constitutes a list setting forth, as of the date of this Agreement, each jurisdiction in which Vivitar or any subsidiary of Vivitar is qualified to do business.

               (b)  Corporate Authority . Vivitar has the corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The Boards of Directors of Vivitar and Great Step as the sole shareholder of Vivitar have duly authorized the execution, delivery, and performance of this Agreement. No other corporate proceedings on the part of Vivitar or its subsidiaries are necessary to authorize the execution and delivery by Vivitar of this Agreement or the consummation by Vivitar of the transactions contemplated hereby. This Agreement has been duly executed and delivered by, and constitutes a legal, valid, and binding agreement of, Vivitar, enforceable against Vivitar in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights, and (ii) the remedy of specific performance and injunctive and other forms of equitable

relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.

               (c)  Capital Stock . As of the date hereof, Vivitar has authorized capital stock consisting of 18,000,000 shares of Vivitar Common Stock, no par value, of which 2,419,244 shares are issued and outstanding. All of the issued and outstanding shares of capital stock of Vivitar and of each of its subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights.

               (d)  Options, Warrants, and Rights . Neither Vivitar nor any subsidiary of Vivitar has outstanding any instruments, options, warrants, or other rights to purchase or otherwise acquire any shares of its capital stock, including any Vivitar Stock-Based Rights.

               (e)  Subsidiaries . Schedule 3.1(e) to the Disclosure Schedule is a list setting forth, as of the date of this Agreement, (i) the name, jurisdiction of incorporation, and list of shareholders of each subsidiary of Vivitar, and (ii) the name and a description of every other person, corporation, partnership, joint venture, or other business association in which Vivitar directly or indirectly owns a material interest. The outstanding shares of capital stock of the subsidiaries of Vivitar owned by Vivitar or by any of its subsidiaries are owned free and clear of all claims, liens, charges, and encumbrances.

               (f)  Financial Statements . The Consolidated Balance Sheets of Vivitar and subsidiaries as of December 31, 2003, December 31, 2004, and December 31, 2005, and the Consolidated Statements of Operations, Stockholder’s Deficit and Comprehensive Loss, and Cash Flows of Vivitar and subsidiaries for the three years ended December 31, 2005, and all related schedules and notes to the foregoing, have been certified by Moss Adams LLP, registered independent public accountants, and the Consolidated Balance Sheet of Vivitar and subsidiaries as of September 30, 2006 and the Consolidated Statements of Operations of Vivitar and subsidiaries as of September 30, 2006, and all related schedules and notes to the foregoing, have been prepared by Vivitar without audit. All of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles, which were applied on a consistent basis, and fairly present, in all material respects, the financial position, results of operations, and changes in financial position of Vivitar and subsidiaries as of their respective dates and for the periods indicated. Except as set forth on Schedule 3.1 (f) to the Disclosure Schedule neither Vivitar nor any subsidiary of Vivitar has any material liabilities or obligations of a type that would be included in a balance sheet prepared in accordance with generally accepted accounting principles, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except as and to the extent disclosed or reflected in the Consolidated Balance Sheet of Vivitar and subsidiaries as of December 31, 2005 (the “Vivitar Base Balance Sheet”), or incurred since the date of the Vivitar Base Balance Sheet in the ordinary course of business.

               (g)  No Material Change . Since December 31, 2005, there has not been and there is not any threatened change, event or condition (whether or not covered by insurance) that has resulted in or would reasonably be expected to result in a Material Adverse Effect.

               (h)  Title to Properties . Each of Vivitar and its subsidiaries has good and marketable title to all of its real and personal assets and properties, including all assets and properties reflected in the Vivitar Base Balance Sheet, or acquired subsequent to the date of Vivitar Base Balance Sheet, except assets or properties disposed of subsequent to that date in the ordinary course of business. Such assets and properties are not subject to any mortgage, pledge, lien, claim, encumbrance, charge, security interest, title retention, or other security arrangement, except for liens for the payment of foreign, federal, state, or other taxes, the payment of which is neither delinquent nor subject to penalties, and except for other liens and encumbrances incidental to the conduct of the business of Vivitar and its subsidiaries or the ownership of their assets or properties that were not incurred in connection with the borrowing of money or the obtaining of advances, and that do not in the aggregate materially detract from the value of the assets or properties of Vivitar and its subsidiaries taken as a whole or materially impair the use thereof in the operation of their business, except in each case as disclosed in the Vivitar Balance Sheet. All leases pursuant to which Vivitar or any subsidiary of Vivitar leases any substantial amount of real or personal assets or properties are valid and effective in accordance with their respective terms.

               (i)  Condition of Assets and Properties . The buildings, equipment, machinery, fixtures, furniture, furnishings, office equipment, and all other tangible personal assets and properties presently used in, or necessary for the operation of, the business of Vivitar or its subsidiaries, do not require any repairs other than normal maintenance and are in good operating condition and in a state of reasonable maintenance and repair.

               (j)  Litigation . There are no actions, suits, proceedings, or other litigation pending or, to the knowledge of Vivitar, threatened against Vivitar or any of its subsidiaries, at law or in equity, or before or by any foreign, federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality that, if determined adversely to Vivitar or its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

               (k)  Licenses and Permits . Neither Vivitar nor any subsidiary of Vivitar is subject to any Material Adverse Effect by reason of its failure to possess any license, permit, franchise, certificate, consent, approval, or authorization. Each of Vivitar and its subsidiaries has all licenses, permits, franchises, certificates, consents, approvals, and authorizations of whatever kind and type, governmental or private, necessary for the business conducted by it and the ownership or use of the assets and properties utilized it in its business and the premises occupied by it. Schedule 3.1(k) to the Disclosure Schedule contains a true, correct, and complete list, as of the date of this Agreement, of all licenses, permits, franchises, certificates, consents, approvals, and authorizations necessary for the conduct of the business of Vivitar and its subsidiaries.

               (l)  Intellectual Property . To the knowledge of Vivitar, neither Vivitar nor any subsidiary of Vivitar is subject to any Material Adverse Effect by reason of its failure to possess any patent, copyright, trademark, trademark right, trade name, trade name right, or license. Each of Vivitar and its subsidiaries owns or holds all of the rights to use all patents, trademarks, copyrights, trademarks, trade names, trade name rights, licenses, and trade secrets, logos, fictitious names, service marks, and slogans that are used in or necessary to the

operation of its business. Schedule 3.1(l) to the Disclosure Schedule constitutes, as of the date of this Agreement, a true, complete, and correct list of all of the intellectual property owned or used by Vivitar or any subsidiary of Vivitar. None of the matters covered by the intellectual property, nor any of the products or services sold or provided by Vivitar or any subsidiary of Vivitar, nor any of the processes used or the business practices followed by Vivitar or any subsidiary of Vivitar, infringes or has infringed upon any patent, copyright, trademark, trademark right, trade name, trade name right, license, trade secret, logo, fictitious name, service mark, or slogan owned by any person or entity (or any application with respect thereto), or constitutes unfair competition. To the knowledge of Vivitar, neither Vivitar nor any subsidiary of Vivitar is, and following the Effective Time Syntax-Brillian will not be, obligated to pay any royalty or make other payment with respect to any intellectual property. To the knowledge of Vivitar, no person or entity is producing, providing, selling, or using products or services that would constitute an infringement of any intellectual property of Vivitar or any of its subsidiaries. Where any paragraph of this Agreement or any provision or disclosure made or referred to in a Disclosure Schedule is qualified by the expression “to the knowledge of a party” or “a party is not aware” or any similar expression then that expression shall be deemed to refer to the actual knowledge (but not imputed or constructive) as of the Effective Time of, with respect to Vivitar, Bo Liu, and with respect to Syntax-Brillian, any executive officer.

               (m)  No Violation . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate or result in a material breach by Vivitar or any subsidiary of Vivitar of, or constitute a material default under, or conflict with, or cause any acceleration of any obligation with respect to (i) any provision or restriction of any charter, bylaw, shareholders’ agreement, operating agreement, voting trust, proxy, or other similar agreement; (ii) any loan agreement, indenture, lease, deed of trust, or mortgage of Vivitar or any subsidiary of Vivitar; (iii) any provision or restriction of any lien, lease agreement, contract, or instrument to which Vivitar or any subsidiary of Vivitar is a party or by which any of them is bound; or (iv) any order, judgment, award, decree, law, rule, ordinance, or regulation or any other restriction of any kind or character to which any assets or properties of Vivitar or any subsidiary of Vivitar is subject or by which Vivitar or any subsidiary of Vivitar is bound. Neither the execution and delivery by Vivitar of this Agreement or any of the other agreements contemplated hereby, nor the consummation of the transactions contemplated hereby or thereby, will result in the creation of any lien, claim, right, charge, encumbrance or security interest of any nature or type whatsoever with respect to any of the stock of any of Vivitar’s subsidiaries or any of the assets of Vivitar.

               (n)  Taxes . Vivitar has duly filed in correct form all Tax Returns (as defined below) relating to the activities of Vivitar and its subsidiaries required or due to be filed (with regard to applicable extensions) on or prior to the date hereof. All such Tax Returns are complete and accurate in all material respects, and Vivitar has paid or made provision for the payment of all Taxes (as defined below) that have been incurred or are due or claimed to be due from Vivitar or any of its subsidiaries by foreign, federal, state, or local taxing authorities for all periods ending on or before the date hereof, other than Taxes or other charges that are not delinquent or are being contested in good faith and have not been finally determined and have been disclosed to Syntax-Brillian. The amounts set up as reserves for Taxes on the books of Vivitar and its subsidiaries are sufficient in the aggregate for the payment of all unpaid Taxes (including any interest or penalties thereon), whether or not disputed, accrued, or applicable. No

claims for Taxes or assessments are being asserted or threatened against Vivitar or any of its subsidiaries. Vivitar has furnished to Syntax-Brillian a copy of all Tax Returns filed for it or its subsidiaries within the five-year period prior to the date of the Agreement. For purposes of this Agreement, the term “Taxes” shall mean all material taxes, charges, fees, levies, or other assessments, including, without limitation, income, gross receipts, excise, property, sales, transfer, license, payroll, and franchise taxes, imposed by the United States or any state, local, or foreign government or subdivision or agency thereof, and such term shall include any interest, penalties, or additions to tax attributable to such assessments or to the failure to file any Tax Return; and the term “Tax Return” shall mean any material report, return, or other information required to be supplied to a taxing authority or required by a taxing authority to be supplied to any other person.

               (o)  Accounts Receivable . Each account receivable of Vivitar or any subsidiary of Vivitar has been acquired in the ordinary course of business, is valid and enforceable, and is fully collectible, subject to no known defenses, setoffs, or counterclaims, except to the extent of the reserve reflected in the books of Vivitar and its subsidiaries or in such other amount that is not material in the aggregate.

               (p)  Material Contracts . Except as set forth on Schedule 3.1(p) to the Disclosure Schedule, neither Vivitar nor any subsidiary of Vivitar is a party to (i) any plan or contract providing for bonuses, pensions, options, stock purchases, deferred compensation, retirement payments, or profit sharing (other than profit sharing or bonus arrangements with officers and key personnel of subsidiaries); (ii) any collective bargaining or other contract or agreement with any labor union; (iii) any lease, installment purchase agreement, or other contract with respect to any real or personal asset or property used or proposed to be used in its operations, except, in each case, items included within aggregate amounts disclosed in Vivitar’s Base Balance Sheet, (iv) any employment agreement or other similar arrangement not terminable by it upon 90 days or less notice without penalty to it; (v) any contract or agreement for the purchase of any commodity, material, fixed asset, or equipment in excess of $100,000; (vi) any contract or agreement creating an obligation of $100,000 or more; (vii) any contract or agreement involving more than $50,000 that by its terms does not terminate or is not terminable without penalty to it within one year after the date hereof; (viii) any loan agreement, indenture, promissory note, conditional sales agreement, or other similar type of arrangement; or (ix) any contract that by its operation or termination would have a Material Adverse Effect on Vivitar (each such contract, agreement and arrangement, a “Material Contract”). Each Material Contract set forth on Schedule 3.1(p) to the Disclosure Schedule is valid and enforceable in accordance with its terms; Vivitar, its subsidiaries, and all other parties to each of the foregoing have performed, in all material respects, all obligations required to be performed to date; neither Vivitar, nor any subsidiary of Vivitar, nor any such other party is in material default or in material arrears under the terms of any of the foregoing; and no condition exists or event has occurred that, with the giving of notice or lapse of time or both, would constitute a material default under any of them.

               (q)  Compliance with Law and Other Regulations .

                    (i)  General . Each of Vivitar and its subsidiaries is in compliance in all material respects with all requirements of foreign, federal, state, and local law

and all requirements of all governmental bodies and agencies having jurisdiction over it, the conduct of its business, the use of its assets and properties, and all premises occupied by it. Without limiting the foregoing, each of Vivitar and its subsidiaries has properly filed all reports, paid all monies, and obtained all licenses, permits, certificates, and authorizations needed or required for the conduct of its business and the use of its assets and properties and the premises occupied by it in connection therewith and is in compliance in all material respects with all conditions, restrictions, and provisions of all of the foregoing. Neither Vivitar nor any subsidiary of Vivitar has received any notice from any foreign, federal, state, or local authority or any insurance or inspection body that any of its assets, properties, facilities, equipment, or business procedures or practices fails to comply with any applicable law, ordinance, regulation, building, or zoning law, or requirement of any public authority or body.

                    (ii)  Environmental . Without limiting the foregoing, to the knowledge of Vivitar, there is no environmental contamination, toxic waste or other discharge, spill, construction component, structural element, or condition adversely affecting any of the properties owned, leased, or used by Vivitar or any subsidiary of Vivitar, nor has Vivitar nor any subsidiary of Vivitar received any official notice or citation that any of its assets or properties in any way contravene any foreign, federal, state, or local law or regulation relating to environmental, health, or safety matters, including, without limitation, any requirements of CERCLA or any OSHA requirements, that would have a Material Adverse Effect on Vivitar. To the knowledge of Vivitar, there has been no (A) storage, treatment, generation, or transportation or any (B) spill, discharge, leak, emission, injection, escape, dumping, or release of any kind into the environment (including, without limitation, into air, water, or ground water) of any materials (including, without limitation, industrial, toxic, or hazardous substances or solid, medical, or hazardous waste) by, or on behalf of, Vivitar or any subsidiary of Vivitar or from any property owned, leased, or used by Vivitar or any subsidiary of Vivitar in violation of any foreign, federal, state, or local law, statute, rule, or regulation or the common law or any decree, order, arbitration award, or agreement with or any license or permit from any foreign, federal, state, or local governmental authority, that would have a Material Adverse Effect on the Vivitar Schedule 3.1(q)(ii) to the Disclosure Schedule sets forth, as of the date of this Agreement, a complete list of all aboveground and underground storage tanks, vessels, and related equipment and containers that are or have been used by Vivitar or any subsidiary of Vivitar or are located on property owned, leased, or operated by Vivitar or any subsidiary of Vivitar, and that are subject to foreign, federal, state or local laws, statutes, rules, or regulations, and such schedule sets forth their present contents, what the contents have been at any time in the past, and what program of redemption, if any, is contemplated with respect thereto.

               (r)  Employee Benefit and Employment Matters .

                    (i)  ERISA Matters . Each of Vivitar and its subsidiaries has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of ERISA and the regulations and published interpretations thereunder with respect to each “plan” (as defined in Section 3(3) of ERISA and such regulations and published interpretations) in which employees of Vivitar or its subsidiaries are eligible to participate, and each such plan is in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations. Neither Vivitar nor any subsidiary of Vivitar has incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the

payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA. Vivitar has furnished to Syntax-Brillian true and complete copies of each pension plan, welfare plan, and employment benefit plan applicable to Vivitar or any of its subsidiaries and related trust agreements or annuity contracts, Internal Revenue Service determination letters, and summary plan descriptions set forth on Schedule 3.1(r)(i) to the Disclosure Schedule; all of the foregoing plans, agreements, and commitments are valid, binding, and in full force and effect, and there are no defaults thereunder; and none of the rights of Vivitar or any of its ERISA Affiliates (as defined under ERISA) thereunder will be impaired by this Agreement or the consummation of the transactions contemplated by this Agreement.

                    (ii)  Labor Matters . Each of Vivitar and its subsidiaries has complied in all material respects with all other applicable foreign, federal, state, and local laws, rules, regulations, and ordinances relating to the employment of labor, including, without limitation, the provisions thereof relative to wages, hours, collective bargaining, working conditions, and payment of taxes of any kind, and neither Vivitar nor any subsidiary of Vivitar is liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing or has any obligations for any vacation, sick leave, or other compensatory time. Neither Vivitar nor any subsidiary of Vivitar is a party to any collective bargaining or other contract or agreement with any labor union, and there is no request for union representation pending or threatened against Vivitar or any subsidiary of Vivitar. To the knowledge of Vivitar, there is not pending or threatened any (A) labor dispute, grievance, strike, or work stoppage involving any of the employees of Vivitar or any subsidiary of Vivitar, (B) charge or complaint against or involving any employees of Vivitar or any subsidiary of Vivitar by the National Labor Relations Board, the Department of Labor, the Occupational Health and Safety Administration, or any similar foreign, federal, state, or local board or agency, or (C) unfair employment or labor practice charges by or on behalf of any employee of Vivitar or any subsidiary of Vivitar.

                    (iii)  Arrangements with Employees . The employment of each employee of Vivitar or any subsidiary of Vivitar is terminable at will without cost to Vivitar or any subsidiary of Vivitar. Schedule 3.1(r)(iii) to the Disclosure Schedule correctly and accurately sets forth, as of the date of this Agreement, all salaries, expenses, and personal benefits paid to or accrued for all directors, officers, principal stockholders, independent contractors, agents, or other representatives of Vivitar and its subsidiaries as of the date of this Agreement, all of which are reflected as appropriate in the Vivitar Base Balance Sheet.

               (s)  Insurance . Set forth on Schedule 3.1(s) to the Disclosure Schedule is a true, correct and complete list as of the date of this Agreement of the insurance policies which cover Vivitar and its subsidiaries. Such policies are legal, valid, binding, enforceable and in full force and effect.

               (t)  Minute Books . The minute books of Vivitar and each of its subsidiaries accurately record, in all material respects, the actions taken by their respective stockholders and directors.

               (u)  Accuracy of Statements . Neither this Agreement nor any statement, list, certificate, or other information furnished or to be furnished by Vivitar to Syntax-Brillian or SBV in connection with this Agreement or any of the transactions contemplated

hereby contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of circumstances in which they are made, not misleading.

          3.2 Representations and Warranties of Syntax-Brillian and SBV . Except as otherwise set forth in the Syntax-Brillian Disclosure Schedule heretofore delivered by Syntax-Brillian to Vivitar, and except as disclosed in any document heretofore filed by Syntax-Brillian with the SEC, Syntax-Brillian and SBV jointly and severally represent and warrant to Vivitar as follows:

               (a)  Due Incorporation, Good Standing and Qualification . Each of Syntax-Brillian and its subsidiaries (including SBV) is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation with the requisite corporate power and authority to own, operate, and lease its assets and properties and to carry on its business as now being conducted. Neither Syntax-Brillian nor any subsidiary of Syntax-Brillian is subject to any Material Adverse Effect by reason of the failure to be duly qualified as a foreign corporation for the transaction of business or to be in good standing under the laws of any jurisdiction. SBV is a wholly owned subsidiary of Syntax-Brillian and, apart from matters arising under this Agreement, has no significant assets, liabilities, or business, except for its right under this Agreement to obtain from Syntax-Brillian the shares of Syntax-Brillian Common Stock to be delivered on its behalf to Great Step under this Agreement. (As used in this Agreement with reference to Syntax-Brillian, the term “subsidiaries” shall include SBV and all other direct or indirect subsidiaries of Syntax-Brillian.)

               (b)  Corporate Authority . Syntax-Brillian and SBV have the corporate power and authority to carry out the transactions contemplated hereby. The Boards of Directors of Syntax-Brillian and SBV and Syntax-Brillian as the sole stockholder of SBV have duly authorized the execution, delivery, and performance of this Agreement. No other corporate proceedings on the part of Syntax-Brillian or its subsidiaries are necessary to authorize the execution and delivery by Syntax-Brillian of this Agreement or the consummation by Syntax-Brillian of the transactions contemplated hereby. This Agreement has been duly executed and delivered by, and constitutes a legal, valid, and binding agreement of, each of Syntax-Brillian and SBV, enforceable against Syntax-Brillian in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.

               (c)  Capital Stock . As of the date hereof, Syntax-Brillian has an authorized capital stock consisting of 120,000,000 shares of Common Stock, $.001 par value, of which 50,831,910 are issued, and 10,000,000 shares of Preferred Stock, $.001 par value, of which 3,000,000 are issued and outstanding. As of such date, 4,038,122 shares of Syntax-Brillian Common Stock were reserved for issuance upon the exercise of outstanding Syntax-Brillian stock options, 380,229 shares were reserved for convertible debentures; 2,460,000 shares were reserved for conversion of preferred stock; and 3,828,571 shares were reserved for the exercise of warrants. All of the issued and outstanding shares of capital stock of Syntax-Brillian

and each of its subsidiaries have been validly authorized and issued and are fully paid and nonassessable.

               (d)  Options, Warrants, and Rights . Neither Syntax-Brillian nor any subsidiary of Syntax-Brillian has outstanding any options, warrants, or other rights to purchase, or convert any obligation into, any shares of its capital stock, other than those referred to in Section 3.2(c).

               (e)  Financial Statements . The Consolidated Balance Sheets of Syntax-Brillian and subsidiaries as of June 30, 2005 and June 30, 2006, and the Consolidated Statements of Operations, Stockholders’ Equity, and Cash Flows of Syntax-Brillian and subsidiaries for each of the years in the three-year period ended June 30, 2006, and all related schedules and notes to the foregoing, have been certified by Grobstein, Horwath & Company LLP, registered independent public accountants, and the Consolidated Balance Sheet of Syntax-Brillian and subsidiaries as of September 30, 2006 and the Consolidated Statements of Operations and Cash Flows for the three months ended September 30, 2006, and all related schedules and notes to the foregoing, have been prepared by Syntax-Brillian without audit. All of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles, which were applied on a consistent basis, and fairly present, in all material respects, the financial position, results of operations, and changes of financial position of Syntax-Brillian and its consolidated subsidiaries as of their respective dates and for the periods indicated. Neither Syntax-Brillian nor any subsidiary of Syntax-Brillian has any material liabilities or obligations of a type that would be included in a balance sheet prepared in accordance with generally accepted accounting principles, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated or otherwise, except as and to the extent disclosed or reflected in the Consolidated Balance Sheet of Syntax-Brillian and its consolidated subsidiaries as of June 30, 2006 (“Syntax-Brillian Base Balance Sheet”), or incurred since the date of Syntax-Brillian Base Balance Sheet in the ordinary course of business.

               (f)  No Material Change . Since June 30, 2006, there has not been and there is not threatened change, event or condition (whether or not covered by insurance) that has resulted in or would reasonably be expected to result in a Material Adverse Effect.

               (g)  Title to Properties . Each of Syntax-Brillian and its subsidiaries has good and marketable title to all of its real and personal assets and properties, including all assets and properties reflected in the Syntax-Brillian Base Balance Sheet, or acquired subsequent to the date of the Syntax-Brillian Base Balance Sheet, except assets or properties disposed of subsequent to that date in the ordinary course of business. Such assets and properties are not subject to any mortgage, pledge, lien, claim, encumbrance, charge, security interest, title retention, or other security arrangement, except for liens for the payment of foreign, federal, state, or other taxes, the payment of which is neither delinquent nor subject to penalties, and except for other liens and encumbrances incidental to the conduct of the business of Syntax-Brillian and its subsidiaries or the ownership of their assets or properties that were not incurred in connection with the borrowing of money or the obtaining of advances, and that do not in the aggregate materially detract from the value of the assets or properties of Syntax-Brillian and its subsidiaries taken as a whole or materially impair the use thereof in the operation of their business, except in each case as disclosed in the Syntax-Brillian Base Balance Sheet. All leases

pursuant to which Syntax-Brillian or any subsidiary of Syntax-Brillian leases any substantial amount of real or personal assets or properties are valid and effective in accordance with their respective terms.

               (h)  Condition of Assets and Properties . The buildings, equipment, machinery, fixture, furniture, furnishings, office equipment, and all other tangible personal assets and properties presently used in, or necessary for the operation of, the business of Syntax-Brillian or its subsidiaries, do not require any repairs other than normal maintenance and are in good operating condition and in a state of reasonable maintenance and repair.

               (i)  Litigation . There are no actions, suits, proceedings, or other litigation pending or, to the knowledge of Syntax-Brillian, threatened against Syntax-Brillian or any of its subsidiaries, at law or in equity, or before or by any foreign, federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality that, if determined adversely to Syntax-Brillian or its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

               (j)  Licenses and Permits . Neither Syntax-Brillian nor any