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EXHIBIT 4.89
BRIDGE LOAN AGREEMENT
THIS BRIDGE LOAN AGREEMENT, dated as of October 31, 2006, is
entered into by and between BRILLIANT TECHNOLOGIES CORPORATION, a
Delaware
corporation with headquarters located at 211 Madison Avenue, New
York, New York
(the "Company"), and the entity named on an executed counterpart of
the
signature page hereto (the "Buyer").
WITNESSETH:
WHEREAS, the Company and the Buyer are executing and delivering
this Agreement in accordance with and in reliance upon the
exemption from
securities registration for offers and sales to accredited
investors afforded,
INTER ALIA, by Rule 506 under Regulation D ("Regulation D") as
promulgated by
the United States Securities and Exchange Commission (the "SEC")
under the
Securities Act of 1933, as amended (the "1933 Act"), and/or Section
4(2) of the
1933 Act; and
WHEREAS, the Buyer wishes to lend funds in the amount of the
Purchase Price (as defined below) to the Company, subject to and
upon the terms
and conditions of this Agreement and acceptance of this Agreement
by the
Company, the repayment of which will be represented by a Promissory
Note of the
Company (the "Note"), on the terms and conditions referred to
herein; and
WHEREAS, in connection with the loan to be made by the Buyer,
the Company has agreed to issue the Note and the Warrant (as
defined below) to
the Buyer;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable
consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as
follows:
AGREEMENT TO PURCHASE; PURCHASE PRICE.
a. PURCHASE.
(i) Subject to the terms and conditions of this Agreement and
the other Transaction Agreements (as defined below), the Buyer
hereby agrees to
loan to the Company the principal amount specified on the Buyer's
signature page
of this Agreement (the "Purchase Price").
(ii) The obligation to repay the loan of the relevant Purchase
Price from the Buyer shall be evidenced by the Company's issuance
of one or more
Notes to the Buyer in the principal amount of One Hundred Three
(103%) of the
Purchase Price paid by the Buyer. Each Note shall be payable on the
date which
is the earlier of (i) December 15, 2006, or (ii) the date
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c. AUTHORIZED SHARES.
(i) The authorized capital stock of the Company consists of (x)
800,000,000 shares of Common Stock, $0.0001 par value per share, of
which
approximately 530,000 are outstanding as of OCT 31, 2006 and (y)
1,000,000
shares of Preferred Stock, $0.001 par value, of which OCT 31, 2005
are
outstanding as of the date hereof.
(ii) There are no outstanding securities which are convertible
into shares of Common Stock, whether such conversion is currently
exercisable or
exercisable only upon some future date or the occurrence of some
event in the
future.
(iii) All issued and outstanding shares of Common Stock have
been duly authorized and validly issued and are fully paid and
non-assessable.
On the Certificate of Incorporation Amendment Filing Date the
Company will have
sufficient authorized and unissued shares of Common Stock as would
be necessary
to effect the issuance of the Shares upon the exercise of the
Warrant.
(iv) On the Certificate of Incorporation Amendment Filing Date
the Shares will be duly authorized by all necessary corporate
action on the part
of the Company, and, when issued upon exercise of the Warrant, in
accordance
with its terms, will have been duly and validly issued, fully paid
and
non-assessable and will not subject the Holder thereof to personal
liability by
reason of being such Holder.
d. TRANSACTION AGREEMENTS AND STOCK. This Agreement and each of
the other Transaction Agreements, and the transactions contemplated
thereby,
have been duly and validly auth
