BRIDGE LOAN AGREEMENT

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EXHIBIT 4.86

                              BRIDGE LOAN AGREEMENT


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


                              W I T N E S S E T H:

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

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

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

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

         AGREEMENT TO PURCHASE; PURCHASE PRICE.

                  a. PURCHASE.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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                  "Last Audited Date" means December 31, 2005.

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

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

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

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

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

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

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

                  "Purchased Securities" means the Note and the Warrant.


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

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

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

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

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

                  "State of Incorporation" means Delaware.

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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

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

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

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


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                  c. AUTHORIZED SHARES.

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

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

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

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

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

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


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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

                  4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

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

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

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED, OR THE SECURITIES