8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                     July 12, 2005                    

Date of Report (Date of earliest event reported)

                     BRILLIAN CORPORATION                    

(Exact Name of Registrant as Specified in Charter)

DELAWARE	000-50289	05-0567906
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 N. DESERT DRIVE
TEMPE, ARIZONA
                                         85281                                         

(Address of Principal Executive Offices) (Zip Code)

                                         (602) 389-8888                                          

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Exhibit 2.1
EX-10.23
EX-10.24
EX-10.25
EX-10.26
EX-10.27
EX-10.28
EX-10.29
EX-10.30
Ex-99.1

Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement

     On July 12, 2005, Brillian Corporation (“Brillian”) announced that it had entered into an agreement to merge with Syntax Groups Corporation (“Syntax”) in a stock-for-stock, tax free transaction. A copy of the press release announcing the transaction is filed herewith as Exhibit 99.1.

     Pursuant to and subject to the terms and conditions of the Agreement and Plan of Reorganization dated as of July 12, 2005 (the “Merger Agreement”) among Brillian, Syntax, and BRMC Corporation, a wholly owned subsidiary of Brillian (“BRMC”), BRMC will merge with and into Syntax, with Syntax surviving as a wholly owned subsidiary of Brillian (the “Merger”). A copy of the Merger Agreement is filed herewith as Exhibit 2.1. At the effective time of the Merger, each outstanding share of Syntax common stock will be exchanged for approximately 1.6195 shares of Brillian common stock. This initial exchange rate is subject to adjustment at the closing of the Merger for subsequently issued shares and convertible securities such that the shareholders of Syntax will own approximately 70% and Brillian stockholders will own approximately 30% of the fully diluted shares of the combined company at the closing of the Merger (the “Exchange Rate”). Each option, warrant, and right to purchase Syntax common stock issued by Syntax will become an option, warrant, or right to purchase shares of Brillian common stock at the Exchange Rate. The Merger, which is currently anticipated to close in the fourth calendar quarter of 2005, is subject to the approval of the stockholders of both Brillian and Syntax and other customary closing conditions. In addition, Brillian is required to meet certain manufacturing thresholds as a condition to closing. The Merger is intended to qualify as a tax-free reorganization and has been approved by the boards of directors of both companies.

     Brillian and Syntax have each agreed, subject to certain exceptions, to cause stockholder meetings to be held to consider approval of the Merger, and the boards of directors of both companies will recommend approval of the Merger to their stockholders. Brillian and Syntax have also agreed not to (1) solicit proposals relating to the purchase of 20% or more of the assets or securities of their respective companies or any alternative business combination transaction, or (2) subject to specified exceptions, enter into discussions or negotiations concerning, or provide confidential information in connection with, such alternative transactions or business combinations. The Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement under specified circumstances, the terminating party may be required to pay the other party a termination fee of $3.5 million.

     The Merger Agreement contains representations and warranties that Brillian and Syntax made to each other as of specified dates. The representations and warranties are qualified by information in confidential disclosure schedules that were exchanged in connection with signing the Merger Agreement. While Brillian does not believe that they contain information securities laws require us to publicly disclose other than information that has already been so disclosed, the disclosure schedules do contain information that modifies, qualifies, and creates exceptions to the representations and warranties set forth in the Merger Agreement. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts, because they are modified in important part by the underlying disclosure schedules. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date

of the Merger Agreement, which subsequent information may or may not be fully reflected in Brillian’s public disclosures.

     In connection with the execution of the Merger Agreement, Brillian and certain stockholders of Syntax have entered into a Voting and Lock-Up Agreement (the “Voting Agreement”) pursuant to which such stockholders have agreed (1) not to transfer any shares of Syntax capital stock held by them pending the closing of the Merger, and (2) to vote all of their shares of Syntax capital stock in favor of approval of the Merger. A copy of the Voting Agreement is filed herewith as Exhibit 10.23.

     In addition, Brillian and certain stockholders of Brillian and Syntax have entered into a Stockholders’ Voting Agreement (the “Stockholders’ Agreement”) pursuant to which such stockholders have agreed, effective as of the closing of the Merger, to vote their shares of Brillian common stock in favor of the election of certain individuals as directors of Brillian following the closing of the Merger and in favor of the recently completed financings by Brillian. A copy of the Stockholders’ Agreement is filed herewith as Exhibit 10.24.

     In connection with entering into the Merger Agreement, Brillian has entered into employment agreements with a term of two years that will become effective upon the closing of the Merger with each of the following individuals, who are each currently officers of Brillian or Syntax: Vincent F. Sollitto Jr., Wayne Pratt, James Li, Thomas Chow, Michael Chan and Robert Melcher. Each of these employment agreements are filed herewith as Exhibits 10.25 through 10.30. The terms and conditions of these agreements are substantially similar and include , among other things, non-competition provisions, confidentiality and invention assignment provisions, severance payments in certain circumstances, and payments upon a change in control of Brillian if the employee is terminated in connection with the change in control.

Additional Information Regarding the Transaction

     In connection with the proposed transaction, Brillian and Syntax intend to file relevant materials with the Securities and Exchange Commission (“SEC”), including one or more registration statement(s) that contain a joint proxy statement/prospectus. Because those documents will contain important information, holders of Brillian common stock and Syntax common stock are urged to read them, if and when they become available. When filed with the SEC, they will be available for free (along with any other documents and reports filed by Brillian and Syntax with the SEC) at the SEC’s website, www.sec.gov, or by calling the SEC at (800) 732-0330. Such documents are not currently available.

     Brillian and Syntax, and their respective directors, executive officers and certain other members of their management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Brillian and Syntax, respectively, in favor of the proposed transaction. Information about the directors and executive officers of Brillian is set forth in the proxy statement for Brillian’s 2005 Annual Meeting of Stockholders, which was filed with the SEC on April 5, 2005. Information about the directors and executive officers of Syntax and the special interests of Brillian’s and Syntax’s directors and executive officers in the Merger will be included in the joint proxy/prospectus to be filed with the SEC. Investors may obtain additional information regarding the interest of such participants by reading the prospectus and proxy statement if and when it becomes available.

     This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.
	Not applicable.
(b)	Pro Forma Financial Information.
	Not applicable.
(c)	Exhibits.

Exhibit
Number	Description
2.1	Agreement and Plan of Reorganization, dated as of July 12, 2005, by and among the Registrant, BRMC Corporation, and Syntax Groups Corporation
10.23	Voting and Lock-Up Agreement, dated as of July 12, 2005, by and among the Registrant, Tzu Ping Ho, Man Kit Chow, Lily Lau, Taiwan Kolin Company Limited, Lin-Li Wu, Ching Hue Li (James Li), and Michael Chan
10.24	Stockholders’ Voting Agreement, dated as of July 12, 2005, by and among the Registrant, Vincent Sollitto, Wayne Pratt, Ching Hue Li (James Li), Man Kit Chow (Thomas Chow), Roger Kao, Tzu Ping Ho, Lily Lau, Taiwan Kolin Company Limited, Lin-Li Wu, and Michael Chan
10.25	Employment Agreement by and between the Registrant and Vincent Sollitto
10.26	Employment Agreement by and between the Registrant and Wayne Pratt
10.27	Employment Agreement by and between the Registrant and James Li
10.28	Employment Agreement by and between the Registrant and Thomas Chow
10.29	Employment Agreement by and between the Registrant and Michael Chan
10.30	Employment Agreement by and between the Registrant and Robert Melcher
99.1	Press Release dated July 12, 2005, entitled “HDTV Innovators Brillian and Syntax Announce Definitive Agreement to Merge”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRILLIAN CORPORATION
Date: July 18, 2005	By:	/s/ Wayne A. Pratt
		Wayne A. Pratt
		Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
2.1	Agreement and Plan of Reorganization, dated as of July 12, 2005, by and among the Registrant, BRMC Corporation, and Syntax Groups Corporation
10.23	Voting and Lock-Up Agreement, dated as of July 12, 2005, by and among the Registrant, Tzu Ping Ho, Man Kit Chow, Lily Lau, Taiwan Kolin Company Limited, Lin-Li Wu, Ching Hue Li (James Li), and Michael Chan
10.24	Stockholders’ Voting Agreement, dated as of July 12, 2005, by and among the Registrant, Vincent Sollitto, Wayne Pratt, Ching Hue Li (James Li), Man Kit Chow (Thomas Chow), Roger Kao, Tzu Ping Ho, Lily Lau, Taiwan Kolin Company Limited, Lin-Li Wu, and Michael Chan
10.25	Employment Agreement by and between the Registrant and Vincent Sollitto
10.26	Employment Agreement by and between the Registrant and Wayne Pratt
10.27	Employment Agreement by and between the Registrant and James Li
10.28	Employment Agreement by and between the Registrant and Thomas Chow
10.29	Employment Agreement by and between the Registrant and Michael Chan
10.30	Employment Agreement by and between the Registrant and Robert Melcher
99.1	Press Release dated July 12, 2005, entitled “HDTV Innovators Brillian and Syntax Announce Definitive Agreement to Merge”

EX-2.1

EXHIBIT 2.1

AGREEMENT AND PLAN OF REORGANIZATION

DATED AS OF JULY 12, 2005

AMONG
BRILLIAN CORPORATION,
SYNTAX GROUPS CORPORATION,
AND
BRMC CORPORATION

TABLE OF CONTENTS

			Page
Section 1. MERGER OF BRMC AND SYNTAX				1
	1.1	Merger		1
	1.2	Effect of the Merger		1
	1.3	Name of the Syntax		1
	1.4	Articles of Incorporation and Bylaws		1
	1.5	Directors		1
	1.6	Officers		2
	1.7	Status and Conversion of Securities		2
	1.8	Brillian to Make Shares Available		3
	1.9	Further Documents		3
	1.10	Effective Date		4
	1.11	Corporate Name Change		4
	1.12	Internal Revenue Code		4
Section 2. STOCKHOLDER APPROVALS; PROXY AND REGISTRATION FILINGS				4
	2.1	Stockholder Approvals		4
	2.2	Proxy and Registration Statements		4
Section 3. REPRESENTATIONS AND WARRANTIES				6
	3.1	Representations and Warranties of Syntax		6
	3.2	Representations and Warranties of Brillian and BRMC		11
Section 4. COVENANTS				16
	4.1	Covenants of Syntax		16
	4.2	Covenants of Brillian		17
	4.3	Other Acquisition Proposals		18
Section 5. CONDITIONS PRECEDENT TO OBLIGATIONS				20
	5.1	Conditions Precedent to the Obligations of Brillian and BRMC		20
	5.2	Conditions Precedent to the Obligations of Syntax		23
Section 6. WAIVER, MODIFICATION, ABANDONMENT				25
	6.1	Waivers		25
	6.2	Modification		26
	6.3	Abandonment		26

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TABLE OF CONTENTS
(continued)

			Page
	6.4	Effect of Abandonment		26
Section 7. INDEMNIFICATION; INSURANCE				27
	7.1	Survival of Agreements		27
	7.2	Directors’ and Officers’ Insurance		27
	7.3	Survival		27
Section 8. OTHER PROVISIONS				27
	8.1	Stock Options		27
	8.2	Certain Provisions Regarding Light Engines		28
	8.3	No Third-Party Beneficiaries		28
Section 9. GENERAL				28
	9.1	Indemnity Against Finders		28
	9.2	Controlling Law		28
	9.3	Notices		28
	9.4	Binding Nature of Agreement; No Assignment		29
	9.5	Entire Agreement		29
	9.6	Paragraph Headings		30
	9.7	Gender		30
	9.8	Survival of Representations and Warranties		30
	9.9	Counterparts; Facsimile Signatures		30

EXHIBITS

A	Form of Agreement and Plan of Merger
B	Escrow and Indemnity Agreement
C	Form of Voting and Lock-Up Agreement
D	Employment Agreement with Vincent Sollitto
E	Employment Agreement with James Li
F	Employment Agreement with Wayne Pratt
G	Employment Agreement with Thomas Chow
H	Employment Agreement with Michael Chan
I	Employment Agreement with Robert Melcher
J	Stockholders’ Voting Agreement

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EXHIBIT 2.1

AGREEMENT AND PLAN OF REORGANIZATION

     AGREEMENT AND PLAN OF REORGANIZATION dated as of July 12, 2005, among BRILLIAN CORPORATION, a Delaware corporation (“Brillian”); BRMC CORPORATION, a California corporation, which is a wholly owned subsidiary of Brillian (“BRMC”); and SYNTAX GROUPS CORPORATION, a California corporation (“Syntax”).

RECITALS

     A. WHEREAS the respective Boards of Directors of Brillian, BRMC, and Syntax have approved a transaction as a result of which Syntax would become a wholly owned subsidiary of Brillian on the terms and subject to the conditions set forth in this Agreement;

     B. WHEREAS the respective Boards of Directors of Brillian, BRMC, and Syntax have each approved the merger of BRMC with and into Syntax (the “Merger”), upon the terms and subject to the conditions set forth in this Agreement; and

     C. WHEREAS Brillian, BRMC, and Syntax desire to make certain representations, warranties, covenants, and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

AGREEMENT

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

SECTION 1.
MERGER OF BRMC AND SYNTAX

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

          1.2 Effect of the Merger. Upon the Merger becoming effective, the separate existence of BRMC shall cease, and Syntax 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 BRMC, all without further act or deed, as provided in Section 1107 of the California General Corporation Law.

          1.3 Name of the Syntax. On the Effective Date, the name of Syntax shall be unchanged as a result of the Merger.

          1.4 Articles of Incorporation and Bylaws. The Articles of Incorporation and the Bylaws of Syntax on the Effective Date shall be unchanged as a result of the Merger.

          1.5 Directors. The directors of Syntax immediately after the Effective Date shall be determined by the Board of Directors of Brillian after the Effective Date as

contemplated by this Agreement until their resignation or removal or until their respective successors are duly elected and qualified.

          1.6 Officers. The officers of Syntax immediately after the Effective Date shall be determined by the Board of Directors of Syntax on the Effective Date until their resignation or removal or until their respective successors are duly elected and qualified.

          1.7 Status and Conversion of Securities.

               (a) Conversion of Syntax Stock into Brillian Stock. Upon the Merger becoming effective, the shares of Common Stock of Syntax (“Syntax Common Stock”) issued and outstanding on the Effective Date, by reason of the Merger and without any action on the part of the holders thereof, shall be converted into shares of Brillian Common Stock, par value $.001 (“Brillian Common Stock”), on the basis that the shareholders of Syntax will own 70% and the stockholders of Brillian will own 30% of the issued and outstanding common stock of Brillian on a fully diluted basis assuming that all options, warrants, and convertible securities were exercised or converted in accordance with their terms as of the Effective Date, except that any shares of Syntax Common Stock owned by Brillian or held in the treasury of Syntax shall be cancelled and all rights in respect thereof shall cease to exist and no cash or securities or other property shall be issued in respect thereof.

               (b) Fractional Shares. No fractional shares of Brillian Common Stock shall be issued. Each former shareholder of Syntax other than Brillian (“Syntax Shareholder”) shall receive only the number of whole shares of Brillian Common Stock to which such Syntax Shareholder is entitled.

               (c) Exchange of Certificates. After the Effective Date but subject to the Escrow and Indemnity Agreement attached as Exhibit B hereto, each holder other than Brillian of an outstanding certificate or certificates theretofore representing shares of Syntax Common Stock (“Syntax Stock Certificates”), upon surrender thereof to such bank, trust company, or other person, including Brillian, as shall be designated by Brillian (“Exchange Agent”), shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Brillian Common Stock into which the shares of Syntax 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 Syntax Common Stock shall be deemed for all purposes, other than the payment of dividends or other distributions, if any, in respect of Brillian Common Stock, to represent the number of whole shares of Brillian Common Stock into which the shares of Syntax Common Stock theretofore represented thereby shall have been converted. No dividend or other distribution, if any, payable to holders of shares of Brillian Common Stock shall be paid to the holders of certificates theretofore representing shares of Syntax Common Stock; provided, however, that upon surrender and exchange of such Syntax 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 Date have been declared and become payable with respect to the number of whole shares of Brillian Common Stock into which the shares of Syntax Common Stock theretofore represented thereby shall have been converted.

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               (d) Conversion of BRMC Capital Stock. As of the Effective Date, each share of common stock of BRMC, par value $.001, shall be converted into one newly issued share of Syntax Common Stock.

               (e) Rights To Purchase Syntax Common Stock. The outstanding options, warrant, and rights to purchase Syntax Common Stock (collectively, “Syntax Stock Option”) shall be substituted for and become, on the Effective Date, options to purchase from Brillian shares of Brillian Common Stock with the number of shares to be purchased and the exercise price appropriately calculated in accordance with Section 1.7 so that each option, warrant, or rights shall become exercisable for or convertible into that number of shares of Brillian Common Stock that it would have received had it been exercised or converted immediately prior to the Effective Date.

               (f) Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Syntax Common Stock issued and outstanding immediately prior the Effective Date and held by any Syntax Shareholder that did not vote in favor of the Merger and that complies with Section 1300 of the California General Corporation Law (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but, instead, shall be converted into the right to receive such consideration as may be determined to be due such Syntax Shareholder pursuant to the California General Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s rights to appraisal under the California General Corporation Law, that holder’s shares of Syntax Common Stock shall thereupon be converted into the right to receive, as of the Effective Date, the Merger Consideration without any interest. Syntax shall give Brillian (i) prompt notice of any written demands for appraisal of any shares of Syntax Common Stock, attempted withdrawals of such demands, and any other instruments served pursuant to the California General Corporation Law and received by Syntax relating to shareholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the California General Corporation Law. Syntax shall not, except with the prior written consent of Brillian, voluntarily make any payment with respect to any demands for appraisal of capital stock of Syntax, offer to settle, or settle any demands, or approve any withdrawal of any such demands.

          1.8 Brillian to Make Shares Available. By the Effective Date, Brillian shall make available, by transferring to BRMC or by transferring directly to the Exchange Agent, if any, for the benefit of the Syntax Shareholders, such number of shares of Brillian Common Stock as shall be required for conversion in accordance with this Agreement.

          1.9 Further Documents. From time to time, on and after the Effective Date, as and when requested by Brillian, the appropriate officers and directors of Syntax as of the Effective Date shall, for and on behalf of and in the name of Syntax 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 Brillian may deem reasonably necessary or desirable in order to confirm of record or otherwise to Brillian or Syntax title to and possession of all of the properties, rights, privileges, powers, franchises, and immunities of Syntax and otherwise to carry out fully the provisions and purposes of this Agreement.

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          1.10 Effective Date. The Merger shall become effective on such date (the “Effective Date”) 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 meetings of their respective stockholders and the satisfaction of all conditions precedent that shall not have been waived.

          1.11 Corporate Name Change. As soon as practicable on or after the Effective Date, the corporate name of Brillian shall be changed to “Syntax-Brillian Corporation.”

          1.12 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. This Agreement constitutes a “Plan of Reorganization” as required by Treasury Regulation Section 1.368-3(a) and has been duly adopted by each party hereto as such.

SECTION 2.
STOCKHOLDER APPROVALS; PROXY AND REGISTRATION FILINGS

          2.1 Stockholder Approvals. Meetings of the stockholders of Brillian, BRMC, and Syntax shall be held in accordance with the laws of their respective states of incorporation, on or before October 31, 2005 (or such other date or dates as may be approved by their Boards of Directors), in each case, among other things, to consider and act upon the adoption of this Agreement (except, in the case of BRMC, the adoption of this Agreement may be consented to in writing by Brillian, as the sole stockholder of BRMC, on or before that date), provided that the meeting may be delayed by any party to a date not more than 60 days following the availability of audited financial statements of Syntax for the fiscal year of Syntax ending June 30, 2005 (the “Syntax 2005 Financial Statements”).

          2.2 Proxy and Registration Statements.

               (a) Preparation of Proxy Statement. Brillian shall prepare and file with the Securities and Exchange Commission (the “SEC”) a proxy statement (the “Proxy Statement”) and related proxy material to be used in connection with the meeting of stockholders of Brillian referred to in Section 2.1.

               (b) Preparation of Registration Statement. Brillian shall prepare a registration statement, including a form of prospectus, and one or more amendments thereto, on Form S-4 or other appropriate form covering the shares of Brillian Common Stock into which the outstanding shares of Snytax Common Stock are to be converted as set forth in Section 1.7 of this Agreement and shall use its best efforts to cause the registration statement to become effective prior to September 15, 2005 or as soon as practicable thereafter depending on the availability of the Syntax 2005 Financial Statements. Brillian shall deliver to Syntax copies of the registration statement and each amendment thereto filed or proposed to be filed (and of each related preliminary prospectus). The registration statement and the prospectus, as amended at the time the registration statement becomes effective, are herein called the “Registration Statement” and the “Prospectus.” Brillian shall advise Syntax and shall confirm in writing (i)

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when the Registration Statement or any post-effective amendment thereto shall have become effective and when any amendment of or supplement to the Prospectus is filed with the SEC, (ii) when the SEC shall make a request or suggestion for any amendment to the Registration Statement or the Prospectus or for additional information and the nature and substance thereof, and (iii) of the issuance by the SEC of a stop order suspending the effectiveness of the Registration Statement, and shall use its best efforts to prevent the issuance of a stop order and, if such order shall be issued, to obtain the withdrawal thereof at the earliest possible time. Brillian represents and warrants to Syntax that the Registration Statement and the Prospectus (including the information therein provided by Brillian but not including information therein provided by Syntax) and any other amendments and supplements thereto, will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Brillian makes no representation or warranty as to statements or omissions therein relating to Syntax.

               (c) Information Respecting Brillian and BRMC. Brillian shall furnish for inclusion in the Proxy Statement and the Registration Statement such information about Brillian and BRMC as may reasonably be necessary. Brillian represents and warrants that the information so supplied, as it may be revised from time to time by Brillian or BRMC, will not contain any statement that, as of the time the Proxy Statement and Prospectus are distributed and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or that omits to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading.

               (d) Information Respecting Syntax. Syntax shall furnish for inclusion in the Proxy Statement and the Registration Statement such information about Syntax as may reasonably be necessary. Syntax represents and warrants that the information so supplied, as it may be revised from time to time by Syntax, will not contain any statement that, as of the time the Proxy Statement and Prospectus are distributed and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or that omits to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading.

               (e) Amendments to Proxy Statement and Registration Statement. If, at any time prior to the meeting of Brillian Stockholders, it shall be necessary to amend or supplement the Registration Statement or the Proxy Statement to correct any statement or omission with respect to Brillian, BRMC, or Syntax, in order to comply with any applicable legal requirements, Brillian, BRMC, or Syntax, as the case may be, shall supply the necessary information to the others. To the extent necessary to comply with applicable legal requirements, Brillian shall amend or supplement the Registration Statement.

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SECTION 3.
REPRESENTATIONS AND WARRANTIES

          3.1 Representations and Warranties of Syntax. Except as otherwise set forth in or reflected by items included in the Syntax Disclosure Schedule heretofore delivered by Syntax to Brillian, Syntax represents and warrants to Brillian as follows:

               (a) Due Incorporation, Good Standing, and Qualification. Each of Syntax and its subsidiaries 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 properties and to carry on its business as now being conducted. Neither Syntax nor any subsidiary of Syntax is subject to any material disability 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. Syntax has heretofore delivered to Brillian a list setting forth, as of the date of this Agreement, each jurisdiction in which Syntax or any subsidiary of Syntax is qualified to do business. (As used in this Agreement with reference to Syntax, the term “subsidiaries” shall include all direct or indirect subsidiaries of Syntax.)

               (b) Corporate Authority. Syntax has the corporate power and authority to enter into this Agreement and, subject to the requisite approval of the Syntax Shareholders, to carry out the transactions contemplated hereby. The Board of Directors of Syntax has duly authorized the execution, delivery, and performance of this Agreement. No other corporate proceedings on the part of Syntax or its subsidiaries are necessary to authorize the execution and delivery by Syntax of this Agreement or the consummation by Syntax of the transactions contemplated hereby. This Agreement has been duly executed and delivered by, and constitutes a legal, valid, and binding agreement of, Syntax, enforceable against Syntax 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 has authorized 50,000,000 shares of Common Stock of which 21,476,316 shares are issued and outstanding. As of such date, 996,250 shares of Syntax Common Stock are reserved for issuance upon the exercise of outstanding Syntax Stock Options, and 833,333 shares of Syntax Common Stock are reserved for issuance pursuant to a pending share subscription agreement. All of the issued and outstanding shares of capital stock of Syntax and of each of its subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights.

               (d) Options, Warrants, and Rights. Neither Syntax nor any subsidiary of Syntax 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 3.1(c).

               (e) Subsidiaries. Syntax has delivered to Brillian a list setting forth as of the date of this Agreement (i) the name, jurisdiction of incorporation, and list of shareholders

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of each subsidiary of Syntax, and (ii) the name and a description of every other person, corporation, partnership, joint venture, or other business association in which Syntax directly or indirectly owns a material interest. The outstanding shares of capital stock of the subsidiaries of Syntax owned by Syntax or any of its subsidiaries are owned free and clear of all claims, liens, charges, and encumbrances.

               (f) Financial Statements. The Consolidated Balance Sheets of Syntax and subsidiaries as of June 30, 2003 and June 30, 2004, and the Consolidated Statements of Operations and Cash Flows of Syntax and subsidiaries for the period from April 21, 2003 (inception) to June 30, 2003 and the year ended June 30, 2004, 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 and subsidiaries as of December 31, 2004, and the Consolidated Statements of Operations and Cash Flows of Syntax and subsidiaries for the six months ended December 31, 2004, and all related schedules and notes to the foregoing, have been prepared by Syntax without audit from the books and records of Syntax. 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 Syntax and subsidiaries as of their respective dates and for the periods indicated except that the financial statements as of December 31, 2004 and for the six-month period then ended do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and are subject to normal year-end adjustments, none of which are material and which constitute only normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the period. Neither Syntax nor any subsidiary of Syntax 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 and subsidiaries as of December 31, 2004 (“Syntax Base Balance Sheet”), or incurred since the date of the Syntax Base Balance Sheet in the ordinary course of business.

               (g) No Material Change. Since December 31, 2004, there has not been and there is not threatened (i) any material adverse change in the financial condition, business, properties, assets, or results of operations of Syntax and its subsidiaries taken as a whole; (ii) any loss or damage (whether or not covered by insurance) to any of the assets or properties of Syntax or any subsidiary of Syntax that materially affects or impairs its ability to conduct its businesses; (iii) any event or condition of any character that has materially and adversely affected the business or prospects (financial or otherwise) of Syntax and its subsidiaries taken as a whole; or (iv) any mortgage or pledge of any material amount of the assets or properties of Syntax or any subsidiary of Syntax, or any indebtedness incurred by Syntax or any subsidiary of Syntax, other than indebtedness, not material in the aggregate, incurred in the ordinary course of business.

               (h) Title to Properties. Each of Syntax and its subsidiaries has good and marketable title to all of its real and personal properties, including all properties reflected in the Syntax Base Balance Sheet, or acquired subsequent to the date of the Syntax Base Balance

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Sheet, except 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 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 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 and its subsidiaries taken as a whole or materially impair the use thereof in the operation of their respective businesses, except in each case as disclosed in the Syntax Base Balance Sheet. All leases pursuant to which Syntax or any subsidiary of Syntax leases any substantial amount of real or personal property are valid and effective in accordance with their respective terms.

               (i) Condition of Assets and Properties. The buildings, equipment, machinery, and all other tangible personal assets and properties presently used in, or necessary for the operation of, the business of Syntax 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 Syntax, threatened against Syntax or any of its subsidiaries, at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality that, if determined adversely to Syntax or its subsidiaries, would individually or in the aggregate have a material adverse effect on the business, assets, properties, or operations, or on the condition, financial or otherwise, of Syntax and its subsidiaries, taken as a whole.

               (k) Licenses and Permits. Neither Syntax nor any subsidiary of Syntax is subject to any material disability or liability by reason of its failure to possess any license, permit, franchise, certificate, consent, approval, or authorization. Each of Syntax 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 all assets and properties and the premises occupied by it.

               (l) Intellectual Property. Neither Syntax nor any subsidiary of Syntax is subject to any material disability or liability by reason of its failure to possess any patent, trademark, trademark right, trade name, trade name right, or license.

               (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 breach by Syntax or any subsidiary of Syntax of, or constitute a 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, or mortgage of Syntax or any subsidiary of Syntax; (iii) any provision or restriction of any lien, lease agreement, contract, or instrument to which Syntax or any subsidiary of Syntax is a party or by which any of them is bound; or (iv)

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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 Syntax or any subsidiary of Syntax is subject or by which Syntax or any subsidiary of Syntax is bound. Neither the execution and delivery by Syntax 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 Syntax’s subsidiaries or any of the assets of Syntax.

               (n) Taxes. Each of Syntax and its subsidiaries has filed all material federal, state, foreign, local, and any other applicable tax returns and reports required to be filed and has paid in full or adequately reserved for all taxes and assessments shown due thereon (together with all interest, penalties, assessments, and deficiencies assessed in connection therewith due through the date hereof). All such tax returns are complete and accurate in all material respects, and Syntax has paid or made provision for the payment of all taxes that have been incurred or are due or claimed to be due from Syntax or any of its subsidiaries by 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. The amounts set up as reserves for taxes on the books of Syntax 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 Syntax or any of its subsidiaries.

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

               (p) Contracts. Except in the case of clauses (v) and (vi) of this paragraph for purchase orders in the ordinary course of business for the purchase or sale of goods, neither Syntax nor any subsidiary of Syntax 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 property used or proposed to be used in its operations, except, in each case, items included within aggregate amounts disclosed in the Syntax Base Balance Sheet; (iv) any employment agreement or other similar arrangement not terminable 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 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 material license agreement. All contracts, agreements, and other arrangements to which Syntax or any subsidiary of Syntax is a party are valid and enforceable in accordance with their terms; Syntax, its subsidiaries, and all other parties to each of the

9

foregoing have performed, in all material respects, all obligations required to be performed to date; neither Syntax, nor any subsidiary of Syntax, nor any such other party, is in default or in 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 default under any of them.

               (q) Compliance with Law and Other Regulations. Each of Syntax and its subsidiaries is in compliance in all material respects with all requirements of 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 unless such noncompliance would not have a material adverse effect on Syntax and its subsidiaries taken as a whole. Without limiting the foregoing, each of Syntax 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 Syntax nor any subsidiary of Syntax has received any notice from any 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. Neither Syntax nor any subsidiary of Syntax is subject to or has been threatened with any material fine, penalty, liability, or disability as the result of its failure to comply with any requirement of federal, state, local, or foreign law or regulation (including those relating to the employment of labor or environmental matters) or any requirement of any governmental body or agency having jurisdiction over it, the conduct of its business, the use of its assets and properties, or any premises occupied by it.

               (r) Labor Matters. Each of Syntax and its subsidiaries has complied with all applicable federal, state, and local laws 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 Syntax nor any subsidiary of Syntax 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 except in the ordinary course of business consistent with past periods. Neither Syntax nor any subsidiary of Syntax 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 Syntax or any subsidiary of Syntax. There is not pending or threatened any (i) labor dispute, grievance, strike, or work stoppage involving any of the employees of Syntax or any subsidiary of Syntax, (ii) charge or complaint against or involving any employees of Syntax or any subsidiary of Syntax by the National Labor Relations Board, the Department of Labor, the Occupational Health and Safety Administration, or any similar federal, state, or local board or agency, or (iii) unfair employment or labor practice charges by or on behalf of any employee of Syntax or any subsidiary of Syntax.

               (s) Insurance. Each of Syntax and its subsidiaries maintains in full force and effect insurance coverage on its assets, properties, premises, operations, and personnel

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in such amounts and against such risks and losses as are adequate and customary for the businesses engaged in by it.

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

               (u) Accuracy of Statements. Neither this Agreement nor any statement, list, certificate, or other information furnished or to be furnished by Syntax to Brillian or BRMC in connection with this Agreement or any of the transactions contemplated hereby contains an untrue statement of a material fact or omits 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 Brillian and BRMC. Except as otherwise set forth in or reflected by items included in the Brillian Disclosure Schedule heretofore delivered by Brillian to Syntax, except as disclosed in any document heretofore filed by Brillian with the SEC, Brillian and BRMC jointly and severally represent and warrant to Syntax as follows:

               (a) Due Incorporation, Good Standing and Qualification. Brillian is a corporation duly organized, validly existing, and in good standing under the laws of the state of Delaware with the requisite corporate power and authority to own, operate, and lease its properties and to carry on its business as now being conducted. Brillian is not subject to any material disability 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. Brillian has heretofore delivered to Syntax a list setting forth, as of the date of this Agreement, each jurisdiction in which Brillian or BRMC is qualified to do business. BRMC is a wholly owned subsidiary of 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 Brillian the shares of Brillian Common Stock to be delivered on its behalf to the Syntax Shareholders under this Agreement. (As used in this Agreement with reference to Brillian, the term “subsidiaries” shall include BRMC but not Syntax and all direct and indirect subsidiaries of Syntax. No warranty relating to Brillian, Brillian’s consolidated financial position, or Brillian shall be deemed to be breached as a result of any circumstances that would constitute a breach of warranty by Syntax.)

               (b) Corporate Authority. Brillian and BRMC have the corporate power and authority (subject to any requisite approval of the Brillian Stockholders) to carry out the transactions contemplated hereby. The Boards of Directors of Brillian and BRMC have duly authorized the execution, delivery, and performance of this Agreement. No other corporate proceedings on the part of Brillian or BRMC are necessary to authorize the execution and delivery by them of this Agreement or the consummation by them of the transactions contemplated hereby. This Agreement has been duly executed and delivered by, and constitutes a legal, valid, and binding agreement of, Brillian and BRMC, enforceable against them 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

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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, Brillian has an authorized capital stock consisting of 10,000,000 shares of Preferred Stock, $.001 par value, of which none are issued and outstanding, and 60,000,000 shares of Common Stock, $.001 par value, of which 7,108,837 are issued and outstanding. As of such date, 1,596,770 shares of Brillian Common Stock are reserved for issuance upon the exercise of outstanding Brillian Stock Options, 3,172,896 shares of Brillian Common Stock are reserved for issuance upon the exercise of outstanding Brillian warrants, and 3,493,498 shares of Brillian Common Stock are reserved for issuance upon the conversion of Convertible Debentures. All of the issued and outstanding shares of capital stock of Brillian have been validly authorized, duly issued, and are fully paid and nonassessable.

               (d) Options, Warrants and Rights. Brillian has no 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) Subsidiaries. BRMC is the only subsidiary of Brillian.

               (f) Financial Statements. The Balance Sheets of Brillian as of December 31, 2003 and December 31, 2004, and the Consolidated Statements of Operations, Stockholders’ Equity, and Cash Flows of Brillian for the three years ended December 31, 2004, and all related schedules and notes to the foregoing, have been certified by Deloitte & Touche LLP, registered independent public accountants, and the Balance Sheet of Brillian as of March 31, 2005 and the Statements of Operations and Cash Flows for the three months ended March 31, 2005, and all related schedules and notes to the foregoing, have been prepared by Brillian without audit from the books and records of Brillian. 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 Brillian as of their respective dates and for the periods indicated except that the financial statements as of March 31, 2005 and for the three-month period then ended do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and are subject to normal year-end adjustments, none of which are material and which constitute only normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows of the period. Brillian has no 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 Balance Sheet of Brillian as of March 31, 2005 (“Brillian Base Balance Sheet”), or incurred since the date of Brillian Base Balance Sheet in the ordinary course of business.

               (g) No Material Change. Since March 31, 2005, there has not been and there is not threatened (i) any material adverse change in the financial condition, business, properties, assets or results of operations of Brillian; (ii) any loss or damage (whether or not

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covered by insurance) to any of the assets or properties of Brillian that materially affects or impairs its ability to conduct its business; (iii) any event or condition of any character that has materially and adversely affected the business or prospects (financial or otherwise) of Brillian; or (iv) any mortgage or pledge of any material amount of the assets or properties of Brillian, or any indebtedness incurred by Brillian, other than indebtedness, not material in the aggregate, incurred in the ordinary course of business.

               (h) Title to Properties. Brillian has good and marketable title to all of its real and personal properties, including all properties reflected in the Brillian Base Balance Sheet, or acquired subsequent to the date of the Brillian Base Balance Sheet, except property 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 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 Brillian or the ownership of its 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 Brillian or materially impair the use thereof in the operation of its business, except in each case as disclosed in the Brillian Base Balance Sheet. All leases pursuant to which Brillian leases any substantial amount of real or personal property are valid and effective in accordance with their respective terms.

               (i) Condition of Assets and Properties. The buildings, equipment, machinery, and all other tangible personal assets and properties presently used in, or necessary for the operation of, the business of Brillian, 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 Brillian, threatened against Brillian, at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality that, if determined adversely to Brillian, would individually or in the aggregate have a material adverse effect on the business, assets, properties, or operations, or on the condition, financial or otherwise, of Brillian.

               (k) Licenses and Permits. Brillian is not subject to any material disability or liability by reason of its failure to possess any license, permit, franchise, certificate, consent, approval, or authorization. Brillian 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 all assets and properties and the premises occupied by it.

               (l) Intellectual Property. Brillian is not subject to any material disability or liability by reason of its failure to possess any patent, trademark, trademark right, trade name, trade name right, or license.

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               (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 breach by Brillian of, or constitute a default under, or conflict with, or cause any acceleration of any obligation with respect to (i) any provision or restriction of any charter, bylaw, stockholders’ agreement, operating agreement, voting trust, proxy, or other similar agreement; (ii) any loan agreement, indenture, lease, or mortgage of Brillian; (iii) any provision or restriction of any lien, lease agreement, dealer agreement, contract, or instrument to which Brillian is a party or by which it 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 Brillian is subject or by which Brillian is bound. Neither the execution and delivery by Brillian 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 Brillian or any of the assets of Brillian.

               (n) Taxes. Brillian has filed all material federal, state, foreign, local, and any other applicable tax returns and reports required to be filed and has paid in full or adequately reserved for all taxes shown due thereon (together with all interest, penalties, assessments, and deficiencies assessed in connection therewith due through the date hereof). All such tax returns are complete and accurate in all material respects, and Brillian has paid or made provision for the payment of all taxes that have been incurred or are due or claimed to be due from Brillian by 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. The amounts set up as reserves for taxes on the books of Brillian 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 Brillian.

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

               (p) Contracts. Except in the case of clauses (v) and (vi) of this paragraph for purchase orders in the ordinary course of business for the purchase or sale of goods, Brillian is not 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 property used or proposed to be used in its operations, except, in each case, items included within aggregate amounts disclosed in the Brillian Base Balance Sheet; (iv) any employment agreement or other similar arrangement not terminable 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 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,

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indenture, promissory note, conditional sales agreement, or other similar type of arrangement; or (ix) any material license agreement. All contracts, agreements, and other arrangements to which Brillian is a party are valid and enforceable in accordance with their terms; Brillian and all other parties to each of the foregoing have performed, in all material respects, all obligations required to be performed to date; neither Brillian, nor any such other party is in default or in 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 default under any of them.

               (q) Compliance with Law and Other Regulations. Brillian is in compliance in all material respects with all requirements of 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 unless such noncompliance would not have a material adverse effect on Brillian. Without limiting the foregoing, Brillian 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. Brillian has not received any notice from any 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. Brillian is not subject to and has not been threatened with any material fine, penalty, or disability as the result of its failure to comply with any requirements of federal, state, local, or foreign law or regulation (including those relating to the employment of labor or environmental matters) or any requirement of any governmental body or agency having jurisdiction over it, the conduct of its business, the use of its assets and properties, or any premises occupied by it.

               (r) Labor Matters. Brillian has complied with all applicable federal, state, and local laws 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 Brillian is not 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 except in the ordinary course of business consistent with past periods. Brillian is not 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 Brillian. There is not pending or threatened any (i) labor dispute, grievance, strike, or work stoppage involving any of the employees of Brillian, (ii) charge or complaint against or involving any employees of Brillian by the National Labor Relations Board, the Department of Labor, the Occupational Health and Safety Administration, or any similar federal, state, or local board or agency, or (iii) unfair employment or labor practice charges by or on behalf of any employee of Brillian.

               (s) Insurance. Brillian maintains in full force and effect insurance coverage on its assets, properties, premises, operations, and personnel in such amounts and against such risks and losses as are adequate and customary for the business engaged in by it.

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

               (u) SEC Reports. Brillian’s Annual Report on Form 10-K for the year ended December 31, 2004 filed with the SEC and all subsequent reports and proxy statements filed by Brillian thereafter pursuant to Section 13(a) or 14(a) of the Securities Exchange Act of 1934 do not contain a misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading as of the time the document was filed.

               (v) Accuracy of Statements. Neither this Agreement nor any statement, list, certificate, or other information furnished or to be furnished by Brillian or BRMC to Syntax 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 the circumstances in which they are made, not misleading.

               (w) Status of Brillian Common Stock to be Issued. The shares of Brillian Common Stock into which the shares of Syntax Common Stock will be converted pursuant to this Agreement will be duly authorized, validly issued, fully paid, nonassessable, and admitted for quotation on the Nasdaq National Market.

               (x) Status of Reserved Common Shares. The shares of Brillian Common Stock to be issued upon exercise of the Syntax Stock Options have been authorized and reserved for issuance and, upon exercise of such stock options, will be, when issued in accordance with the terms of the options, validly authorized, duly issued, fully paid, non-assessable, and admitted for quotation on the Nasdaq National Market.

SECTION 4.
COVENANTS

          4.1 Covenants of Syntax. Syntax agrees that, unless Brillian otherwise agrees in writing, prior to the Effective Date:

               (a) Preservation of Business. Syntax shall use its best efforts to (i) preserve intact the present business organization of Syntax and its subsidiaries; (ii) preserve the present goodwill and advantageous relationships of Syntax and its subsidiaries with investors and all other persons having business dealings with Syntax or its subsidiaries; and (iii) preserve and maintain in force all licenses, registrations, franchises, patents, trademarks, copyrights, bonds, and other similar rights of Syntax and its subsidiaries. Syntax and its subsidiaries shall not enter into any employment agreements with any of their officers or management personnel that may not be cancelled without penalty upon notice not exceeding 90 days. Syntax and its subsidiaries shall maintain in force all property, casualty, fiduciary, directors and officers, and other forms of insurance that they are presently carrying.

               (b) Ordinary Course. Syntax and its subsidiaries shall operate their business only in the usual, regular, and ordinary course and manner. Without limiting the foregoing, neither Syntax nor any subsidiary of Syntax shall (i) encumber or mortgage any assets

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or properties; (ii) incur any obligation (contingent or otherwise) or purchase or acquire, or transfer or convey, any material assets or properties or enter into any transaction or make or enter into any contract or commitment, except in the ordinary course of business; or (iii) acquire any stock or other equity interest in any corporation, trust, or other entity.

               (c) Books and Records. Syntax and its subsidiaries shall maintain their books, accounts, and records in the usual, regular, and ordinary manner and on a basis consistent with prior years, and shall comply with all laws applicable to them or to the conduct of their business.

               (d) No Organic Change. Neither Syntax nor any subsidiary of Syntax shall (i) amend its Articles of Incorporation or bylaws; (ii) make any change in its capital stock by reclassification, subdivision, reorganization, or otherwise; or (iii) merge or consolidate with any other corporation, trust, or other entity or change the character of its business.

               (e) Compensation. Neither Syntax nor any subsidiary of Syntax shall (i) increase the compensation payable to any officer or to other management personnel from the amount payable as of March 31, 2005, except in accordance with normal and customary practice; or (ii) introduce or change any pension or profit sharing plan or any other employee benefit arrangement, except for insubstantial changes necessary to comply with the minimum requirements of the Internal Revenue Code of 1986 or the Employee Retirement Income Security Act of 1974.

               (f) Dividends. Syntax shall not, and shall not permit any of its subsidiaries to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except for dividends by a direct or indirect wholly owned subsidiary of Syntax to its parent; (ii) split, combine, or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for shares of its capital stock; or (iii) repurchase, redeem, or otherwise acquire any shares of capital stock of Syntax or its subsidiaries or any other securities thereof.

               (g) Consents and Approvals. Syntax shall use its best efforts to obtain all necessary consents and approvals of other persons and governmental authorities to the performance by Syntax of the transactions contemplated by this Agreement. Syntax shall make all filings, applications, statements, and reports to all foreign, federal, state, local, and other government agencies or entities that are required to be made prior to the Effective Date by or on behalf of Syntax or its subsidiaries pursuant to any statute, rule, or regulation in connection with the transactions contemplated by this Agreement.

          4.2 Covenants of Brillian. Brillian agrees that, unless Syntax otherwise agrees in writing, prior to the Effective Date:

               (a) Preservation of Business. Brillian shall use its best efforts to (i) preserve intact its present business organization; (ii) preserve the present goodwill and advantageous relationships of Brillian with investors and all other persons having business dealings with it; and (iii) preserve and maintain in force all licenses, registrations, franchises, patents, trademarks, copyrights, bonds, and other similar rights of Brillian. Brillian shall not

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enter into any employment agreements with any of its officers or management personnel that may not be cancelled without penalty upon notice not exceeding 90 days. Brillian shall maintain in force all property, casualty, fidelity, directors and officers, and other forms of insurance that it is presently carrying.

               (b) Ordinary Course. Brillian shall operate its business only in the usual, regular, and ordinary course and manner. Without limiting the foregoing, Brillian shall not (i) encumber or mortgage any assets or properties; (ii) incur any obligation (contingent or otherwise) or purchase or acquire, or transfer or convey, any material assets or properties or enter into any transaction or make or enter into any contract or commitment, except in the ordinary course of business; or (iii) acquire any stock or other equity interest in any corporation, trust, or other entity.

               (c) Books and Records. Brillian shall maintain its books, accounts, and records in the usual, regular, and ordinary manner and on a basis consistent with prior years, and shall comply with all laws applicable to it or to the conduct of its business.

               (d) No Organic Change. Brillian shall not (i) amend its Certificate of Incorporation or bylaws; (ii) make any change in its capital stock by reclassification, subdivision, reorganization, or otherwise; or (iii) merge or consolidate with any other corporation, trust, or other entity or change the character of its business.

               (e) Compensation. Brillian shall not (i) increase the compensation payable to any officer or to other management personnel from the amount payable as of March 31, 2005, except in accordance with normal and customary practice; or (ii) introduce or change any pension or profit sharing plan or any other employee benefit arrangement, except for insubstantial changes necessary to comply with the minimum requirements of the Internal Revenue Code of 1986 or the Employee Retirement Income Security Act of 1974.

               (f) Dividends. Brillian shall not (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock; (ii) split, combine, or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for shares of its capital stock; or (iii) repurchase, redeem, or otherwise acquire any shares of its capital stock or any other securities thereof except as may be required by the terms of such securities.

               (g) Consents and Approvals. Brillian shall use its best efforts to obtain all necessary consents and approvals of other persons and governmental authorities to the performance by Brillian of the transactions contemplated by this Agreement. Brillian shall make all filings, applications, statements, and reports to all foreign, federal, state, local, and other government agencies and entities that are required to be made prior to the Effective Date by or on behalf of Brillian pursuant to any statute, rule, or regulation in connection with the transactions contemplated by this Agreement.

          4.3 Other Acquisition Proposals.

               (a) No Solicitation. Brillian (and its officers, directors, employees, representatives, and agents) and Syntax (and its officers, directors, employees, representatives,

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and agents) shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as hereinafter defined). From and after the date hereof until the termination of this Agreement, neither Brillian nor Syntax shall permit any of its subsidiaries to, authorize or permit any of its officers, directors, or employees or any investment banker, financial advisor, attorney, accountant, or other representative retained by it or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate, or knowingly encourage (including by way of furnishing non-public information or assistance), or knowingly take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; or (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; provided, however, that if, at any time the Board of Directors of Brillian or Syntax determines in good faith, after consultation with independent legal counsel (who may be its regularly engaged independent counsel), that it is necessary to do so in order to comply with its fiduciary duties to its stockholders under applicable law, Brillian or Syntax, as the case may be, may, in response to an unsolicited Acquisition Proposal that could reasonably be expected to be considered or become a Superior Proposal (as hereinafter defined), and subject to compliance with Section 4.3(c), (x) furnish information with respect to it to the person making such unsolicited Superior Proposal pursuant to a confidentiality agreement in reasonably customary form, and (y) participate in discussions or negotiations regarding such Superior Proposal. For purposes of this Agreement, “Acquisition Proposal” means any inquiry, proposal, or offer from any person relating to any direct or indirect acquisition or purchase of 20% or more of the assets of Brillian or Syntax and such company’s subsidiaries or 20% or more of any class of equity securities of such company or any of its subsidiaries; any tender offer or exchange offer that if consummated would result in any person beneficially owning 20% or more of any class of equity securities of such company or any of its subsidiaries; any merger, consolidation, business combination, sale of all or substantially all the assets, recapitalization, liquidation, dissolution, or similar transaction involving such company or any of its subsidiaries (other than the transactions between the parties hereto contemplated by this Agreement); or any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent, or materially delay the Merger or which could reasonably be expected to dilute materially the benefits to the other of the transactions contemplated hereby. For purposes of this Agreement, a “Superior Proposal” means an Acquisition Proposal on terms that the Board of Directors of Brillian or Syntax, as the case may be, determines in its good faith judgment to be more favorable from a financial point of view to its stockholders than the terms of the Merger set forth in this Agreement.

               (b) Change in Recommendation. Except as set forth in this Section 4.3, neither the Board of Directors of Brillian or Syntax nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to the other, the approval or recommendation of this Agreement or the Merger by such Board of Directors or such committee; (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal; or (iii) cause Brillian or Syntax, as the case may be, to enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, in the event that either Brillian or Syntax receives an unsolicited, written, bona fide Acquisition Proposal that is not subject to any material contingency relating to financing and its Board of Directors determines in good faith, after consultation with independent legal counsel (who may be its regularly engaged independent counsel), that it is necessary to do so in order to comply with its fiduciary duties to its stockholders under applicable law, its Board of Directors may (subject to

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the other provisions of Section 4.3) withdraw or modify its approval or recommendation of this Agreement and the Merger, approve or recommend a Superior Proposal, cause it to enter into an agreement with respect to a Superior Proposal, or terminate this Agreement, but in each case only at a time that is after the second business day following its receipt of written notice (a “Notice of Superior Proposal”) advising the other company that its Board of Directors has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and identifying the person making such Superior Proposal, and complying with Section 4.3(c).

               (c) Notice. In addition to the obligations of Brillian and Syntax set forth in paragraphs (a) and (b) of this Section 4.3, Brillian and Syntax shall promptly advise the other orally and in writing of any request for information or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and unless Syntax is contractually prohibited from making such disclosure, the identity of the person making such request or Acquisition Proposal and afford the other party a reasonable opportunity to present a counterproposal.

               (d) Disclosure to Stockholders. Nothing contained in this Section 4.3 shall prohibit either Brillian or Syntax from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Securities Exchange Act or from making any disclosure to its stockholders if, in the good faith judgment of its Board of Directors, after consultation with independent legal counsel (who may be its regularly engaged independent counsel), failure so to disclose would be inconsistent with its fiduciary duties to its stockholders under applicable law; provided, however, neither Brillian nor Syntax, nor their respective Boards of Directors, or any committee thereof shall, except as permitted by Section 4.3(b), may withdraw or modify, or propose to withdraw or modify, its position with respect to this Agreement or the Merger or approve or recommend, or propose to approve or recommend, an Acquisition Proposal.

               (e) Break-Up Fee. In the event that Brillian (or its Board of Directors or a committee thereof) or Syntax (or its Board of Directors or a committee thereof) withdraws or modifies, or proposes to withdraw or modify, its position with respect to the Merger or approves or recommends, or proposes to approve or recommend, an Acquisition Proposal, as permitted by this Section 4.3, that party shall pay to the other party $3,500,000 in cash or by cashier’s check or wire transfer.

SECTION 5.
CONDITIONS PRECEDENT TO OBLIGATIONS

          5.1 Conditions Precedent to the Obligations of Brillian and BRMC. The obligations of Brillian and BRMC under this Agreement are, at the option of Brillian and BRMC, subject to the satisfaction of the following conditions on or before the Effective Date:

               (a) Accuracy of Representations and Warranties. The representations and warranties of Syntax herein contained shall have been true and correct in all material respects when made, and, in addition, shall be true and correct in all material respects on

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and as of the Effective Date with the same force and effect as though made on and as of the Effective Date, except as affected by transactions contemplated hereby.

               (b) Performance of Agreements. Syntax shall have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions contained in this Agreement to be performed and complied with by it on or prior to the Effective Date.

               (c) Corporate Approvals. All necessary corporate action on the part of the directors and stockholders of Syntax adopting this Agreement and approving the transactions contemplated hereby shall have been taken by November 30, 2005 subject to the availability of the Syntax 2005 Financial Statements.

               (d) Opinion of Counsel for Syntax. Brillian shall have received an opinion of Dorsey & Whitney LLP, counsel for Syntax, dated the Effective Date, in form and substance reasonably satisfactory to Brillian and its counsel, to the effect that:

                    (i) Syntax is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has the corporate power under the laws of such state to own, lease, and operate its properties; to carry on its business as being conducted, and to consummate the merger contemplated hereby;

                    (ii) Each subsidiary of Syntax is a corporation or joint venture duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization and has the power under the laws of such state to own, lease, and operate its properties, to carry on its business as being conducted, and to consummate the transactions contemplated hereby;

                    (iii) All necessary corporate proceedings of the board of directors and the shareholders of Syntax to approve and adopt this Agreement and to authorize the execution and delivery of this Agreement and the consummation of the merger contemplated hereby have been duly and validly taken;

                    (iv) Syntax has the corporate power to execute and deliver this Agreement, and this Agreement has been duly authorized, executed, and delivered by it and constitutes its legal, valid and binding obligation except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (B) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);

                    (v) Such counsel knows of no actions, suits or proceedings pending or threatened against Syntax or any of its subsidiaries at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency, or instrumentality that would result in a breach of the representation and warranty set forth in Section 3.1(j) of this Agreement; and

                    (vi) The consummation of the Merger will not violate or result in a breach of or constitute a default by Syntax under any provision of any indenture, mortgage,

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lien, lease, agreement, contract, or instrument identified in the Syntax Disclosure Schedule referred to in Section 3.1 or any order, judgment, decree, award, ordinance, regulation, or any other restriction of any kind or character known to such counsel, to which Syntax is a party or by which it is bound.

     With respect to the opinion expressed pursuant to clauses (v) and (vi) above, such opinion may be based upon a certificate or certificates of an officer or officers of Syntax or its subsidiaries, and such counsel may rely on opinions of other counsel satisfactory to Brillian which opinions are delivered in connection with this Agreement.

               (e) No Material Adverse Change. There shall be no material adverse change in the business, properties, or financial condition of Syntax.

               (f) Litigation. No action or proceeding by any governmental agency shall have been instituted or threatened that would enjoin, restrain, or prohibit, or might result in substantial damages in respect of this Agreement or the consummation of the transactions contemplated by this Agreement, and that would, in the reasonable judgment of Brillian and BRMC, make it inadvisable to consummate such transaction, and no court order shall have been entered in any action or proceeding instituted by any other party that enjoins, restrains, or prohibits this Agreement or consummation of the transactions contemplated by this Agreement.

               (g) Registration Under Securities Act of 1933 and Listing on Nasdaq Stock Market. All of the shares of Brillian Common Stock to be issued hereunder shall have been registered under the Securities Act of 1933, and Brillian’s Nasdaq listing application, including the shares of Brillian Common Stock to be issued pursuant to this Agreement, shall have been approved, and such shares shall have been admitted for quotation on the Nasdaq Stock Market.

               (h) Proceedings Satisfactory to Counsel. All proceedings taken by Syntax and all instruments executed and delivered by Syntax on or prior to the Effective Date in connection with the transactions herein contemplated shall be reasonably satisfactory in form and substance to counsel for Brillian and BRMC.

               (i) Dissenters’ Rights. Dissenters’ rights of appraisal under California law shall not have been effectively preserved as of the Effective Date by owners of more than 5% of the outstanding shares of Syntax Common Stock.

               (j) ERISA. Brillian and BRMC shall not have reached a conclusion that the Merger is a violation of the Employee Retirement Income Security Act of 1974.

               (k) Voting and Lock-Up Agreement. The directors and executive officers of Syntax and those additional persons specified in Exhibit C shall have entered into a Voting and Lock-Up Agreement in the form of Exhibit C hereto.

               (l) Employment Agreements. Vincent Sollitto, James Li, Wayne Pratt, Thomas Chow, Michael Chan, and Robert Melcher shall, as of the date hereof subject only to the consummation of the Merger, have entered into Employment Agreements in the forms of Exhibits D, E, F, G, H, and I, respectively, pursuant to which they will serve as Chairman and

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Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer, Chief Procurement Officer, Executive Vice President – LCD Operations, and Chief Technology Officer, respectively.

               (m) Stockholders’ Voting Agreement. The directors and executive officers of each of Brillian and Syntax and those additional persons specified in Exhibit J shall have entered into a Stockholders’ Voting Agreement in the form of Exhibit J hereto agreeing to vote for Vincent Sollitto, James Li, Thomas Chow, Christopher Liu and five independent directors mutually satisfactory to each of the foregoing and in favor of two private financings effected by Brillian on or before the date of this Agreement.

               (n) Escrow and Indemnity Agreement. Brillian and those persons specified in Exhibit B shall have entered into an Escrow and Indemnity Agreement in the form of Exhibit B hereto.

          5.2 Conditions Precedent to the Obligations of Syntax. The obligations of Syntax under this Agreement are, at the option of Syntax, subject to the satisfaction of the following conditions on or before the Effective Date:

               (a) Accuracy of Representations and Warranties. The representations and warranties of Brillian and BRMC herein contained shall have been true and correct in all material respects when made and, in addition, shall be true and correct in all material respects on and as of the Effective Date with the same force and effect as though made on and as of the Effective Date, except as affected by transactions contemplated hereby.

               (b) Performance of Agreements. Brillian and BRMC shall have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Effective Date.

               (c) Corporate Approvals. All necessary corporate action on the part of the directors and stockholders of Brillian and BRMC Company approving and adopting this Agreement and approving the transactions contemplated hereby shall have been taken by November 30, 2005 subject to the availability of the Syntax 2005 Financial Statements.

               (d) Opinion of Counsel for Brillian. Syntax shall have received an opinion of Greenberg Traurig, LLP, counsel for Brillian and BRMC, dated the Effective Date, in form and substance reasonably satisfactory to Syntax and its counsel, to the effect that:

                    (i) Brillian is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has the corporate power under the laws of such state to own, lease, and operate its properties; to carry on its business as being conducted, and to consummate the merger contemplated hereby;

                    (ii) BRMC is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, and has the power under the laws of such state to own, lease, and operate its properties; to carry on its business as being conducted; and to consummate the transactions contemplated hereby;

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                    (iii) All necessary corporate proceedings of the board of directors and the shareholders of Brillian and BRMC to approve and adopt this Agreement and to authorized the execution and delivery of this Agreement and the consummation of the merger contemplated hereby have been duly and validly taken;

                    (iv) Brillian and BRMC have the corporate power to execute and deliver this Agreement, and this Agreement has been duly authorized, executed and delivered by them and constitutes their legal, valid and binding obligation except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (B) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);

                    (v) Such counsel knows of no actions, suits or proceedings pending or threatened against Brillian or BRMC at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency, or instrumentality that would result in a breach of the representation and warranty set forth in Section 3.2(j) of this Agreement; and

                    (vi) The consummation of the Merger will not violate or result in a breach of or constitute a default by Brillian or BRMC under any provision of any indenture, mortgage, lien, lease, agreement, contract, or instrument identified in the Brillian Disclosure Schedule referred to in Section 3.2 or any order, judgment, decree, award, ordinance, regulation or any other restriction of any kind or character known to such counsel, to which Brillian or BRMC is a party or by which either is bound.

     With respect to the opinion expressed pursuant to clauses (v) and (vi) above, such opinion may be based upon a certificate or certificates of an officer or officers of Brillian or its subsidiaries, and such counsel may rely on opinions of other counsel satisfactory to Syntax which opinions are delivered in connection with this Agreement.

               (e) No Material Adverse Change. There shall be no material adverse change in the business, properties, or financial condition of Brillian or BRMC.

               (f) Litigation. No action or proceeding by any governmental agency shall have been instituted or threatened that would enjoin, restrain, or prohibit, or might result in substantial damages in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement, and that would, in the reasonable judgment of Syntax, make it inadvisable to consummate such transaction, and no court order shall have been entered in any action or proceeding instituted by any other party that enjoins, restrains, or prohibits this Agreement or consummation of the transactions contemplated by this Agreement.

               (g) Registration Under Securities Act of 1933 and Listing on Nasdaq Stock Market. All of the shares of Brillian Common Stock to be issued hereunder shall have been registered under the Securities Act of 1933, and Brillian’s Nasdaq listing application, including the shares of Brillian Common Stock to be issued pursuant to this Agreement shall

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have been approved, and such shares shall have been admitted for quotation on the Nasdaq Stock Market.

               (h) Proceedings Satisfactory to Counsel. All proceedings taken by Brillian and BRMC and all instruments executed and delivered by Brillian and BRMC on or prior to the Effective Date in connection with the transactions herein contemplated shall be reasonably satisfactory in form and substance to counsel for Syntax.

               (i) ERISA. Syntax shall not have reached a conclusion that the merger is a violation of the Employee Retirement Income Security Act of 1974.

               (j) Tax Opinion. Syntax shall have received an opinion reasonably satisfactory to it regarding the consequences of the merger on its stockholders for federal income tax purposes.

               (k) Manufacture of Light Engines. Brillian is unable to manufacture light engines at the rate specified in Schedule 5.2(l) prior to the Brillian special meeting of stockholders.

               (l) Voting and Lock-Up Agreement. The directors and executive officers of Syntax and those additional persons specified in Exhibit C shall have entered into a Voting and Lock-Up Agreement in the form of Exhibit C hereto.

               (m) Employment Agreements. Vincent Sollitto, James Li, Wayne Pratt, Thomas Chow, Michael Chan, and Robert Melcher shall, as of the date hereof subject only to the consummation of the Merger, have entered into Employment Agreements in the forms of Exhibits D, E, F, G, H, and I, respectively, pursuant to which they will serve as Chairman and Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer, Chief Procurement Officer, Executive Vice President – LCD Operations, and Chief Technology Officer, respectively.

               (n) Stockholders’ Voting Agreement. The directors and executive officers of each of Brillian and Syntax and those additional persons specified in Exhibit J shall have entered into a Stockholders’ Voting Agreement in the form of Exhibit J agreeing to vote for Vincent Sollitto, James Li, Thomas Chow, Christopher Liu and five independent directors mutually satisfactory to each of the foregoing and in favor of two private financings effected by Brillian on or before the date of this Agreement.

               (o) Escrow and Indemnity Agreement. Brillian and those persons specified in Exhibit B shall have entered into an Escrow and Indemnity Agreement in the form of Exhibit B hereto.

SECTION 6.
WAIVER, MODIFICATION, ABANDONMENT

          6.1 Waivers. The failure of Syntax to comply with any of its obligations, agreements, or conditions as set forth herein may be waived expressly in writing by Brillian and BRMC, by action of their respective Boards of Directors without the requirement for a vote of

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stockholders. The failure of Brillian and BRMC to comply with any of their obligations, agreements, or conditions as set forth herein may be waived expressly in writing by Syntax without the vote of stockholders.

          6.2 Modification. This Agreement may be modified at any time in any respect by the mutual consent of all of the parties, notwithstanding prior approval by the stockholders. Any such modification may be approved for any party by its Board of Directors, without further stockholder approval, except that the number of shares of Brillian Common Stock to be issued in exchange for the shares of Syntax Common Stock may not be decreased without the consent of Syntax Shareholders given by the same vote as is required under applicable state law for approval of this Agreement.

          6.3 Abandonment. The Merger may be abandoned on or before the Effective Date notwithstanding adoption of this Agreement by the stockholders of the parties hereto:

               (a) By the mutual agreement of the Boards of Directors of Brillian, BRMC, and Syntax;

               (b) By the Boards of Directors of Brillian and BRMC, if any of the conditions provided in Section 5.1 shall not have been satisfied, complied with, or performed in any material respect, and Brillian and BRMC shall not have waived such failure of satisfaction, noncompliance, or nonperformance;

               (c) By the Board of Directors of Syntax, if any of the conditions provided in Section 5.2 shall not have been satisfied, complied with, or performed in any material respect, and Syntax shall not have waived such failure of satisfaction, noncompliance, or nonperformance; or

               (d) At the option of Brillian, BRMC, or Syntax, if there shall have been instituted and be pending or threatened any legal proceeding before any court or governmental agency seeking to restrain or prohibit or to obtain damages in respect of this Agreement or the consummation of the merger contemplated by this Agreement, or if any order restraining or prohibiting the Merger shall have been issued by any court or governmental agency and shall be in effect.

     In the event of any termination pursuant to this Section 6.3 (other than pursuant to subparagraph (a) hereof), written notice setting forth the reasons thereof shall forthwith be given by Syntax if it is the terminating party, to Brillian and BRMC, or by BRMC and Brillian, if they are the terminating parties, to Syntax. This Agreement shall terminate automatically if the Effective Date shall not have occurred on or before November 30, 2005 subject to the availability of the Syntax 2005 Financial Statements, or such later date as shall have been agreed to by the parties hereto under Section 6.2.

          6.4 Effect of Abandonment. If the Merger is abandoned as provided for in this Section, (a) this Agreement shall forthwith become wholly void and of no effect without liability to any party to this Agreement or to the directors, officers, representatives, and agents of any such party, and (b) Brillian, BRMC, and Syntax shall each pay its own fees and expenses incident to the negotiation, preparation, and execution of this Agreement and the obtaining of the

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necessary approvals thereof, including fees and expenses of its counsel, accountants, investment bankers, and other experts; provided, however, in the event the Merger is abandoned as a result of a material breach by a party of any of its representations or warranties or the failure of a party to comply with any of its covenants or agreements, that party shall pay to the other party as liquidated damages the sum of $3,500,000. For this purpose, all expenses of printing of the Proxy Statement, the related proxy forms, notices, and letters, and the Registration Statement shall be attributed 50% each to Brillian and Syntax.

SECTION 7.
INDEMNIFICATION; INSURANCE

          7.1 Survival of Agreements. Brillian and BRMC agree that all rights to indemnification for acts or omissions occurring prior to the Effective Date now existing in favor of the current or former directors or officers (the “Indemnified Parties”) of Syntax and its subsidiaries as provided in their respective certificates of incorporation or bylaws (or similar organizational documents) or existing indemnification contracts shall survive the Merger and shall continue in full force and effect in accordance with their terms.

          7.2 Directors’ and Officers’ Insurance. Brillian will provide, or cause Syntax to provide, for a period of not less than six years after the Effective Date, Syntax’s current directors and officers an insurance and indemnification policy that provides coverage for events occurring at or prior to the Effective Date (the “D&O Insurance”) that is no less favorable than Syntax’s existing D&O Insurance policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that Brillian and Syntax shall not be required to pay an annual premium for the D&O Insurance in excess of 200% of the annual premium currently paid by Syntax for such insurance, but in such case shall purchase as much such coverage as possible for such amount.

          7.3 Survival. This Section 7 shall survive the consummation of the Merger at the Effective Date, is intended to benefit Brillian, Syntax, and the Indemnified Parties and their respective heirs, personal representatives, successors, and assigns, and shall be binding on all successors and assigns of Brillian and Syntax.

SECTION 8.
OTHER PROVISIONS

          8.1 Stock Options. As soon as practicable after the Effective Date, Brillian will grant stock options to eligible employees of Brillian (including the employees of Syntax who become employees of Brillian) consistent with their respective roles and post-Effective Date current grants of Brillian stock options. Each stock option will be granted at fair value with vesting in accordance with current practices under Brillian’s Stock Option Plan. Subject to any required stockholder approval, it is contemplated that the total stock option pool will be increased in conjunction with the Merger to reflect the options of Syntax assumed by Brillian and to provide for future grants to current, new, and future employees of Brillian (including the employees of Syntax who become employees of Brillian).

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          8.2 Certain Provisions Regarding Light Engines. If this Agreement has not been exercised and the Merger has not become effective by the agreement of the parties and Syntax waives the provisions of Section 5.2(j), Brillian shall (a) cease to order goods and services for which it does not have cash on hand to satisfy as of October 31, 2005 and (b) refrain from incurring additional indebtedness beyond October 31, 2005 without the prior consent of Syntax provided that the Brillian accounts receivables line of credit shall not be considered additional indebtedness.

          8.3 No Third-Party Beneficiaries. The provisions of this Section 8 are not intended to create rights of third-party beneficiaries.

SECTION 9.
GENERAL

          9.1 Indemnity Against Finders. Each party hereto shall indemnify and hold the other parties harmless against any claim for finders’ fees based on alleged retention of a finder by it.

          9.2 Controlling Law. This Agreement, and all questions relating to its validity, interpretation, performance, and enforcement, shall be governed by and construed in accordance with the laws of the state of Delaware, notwithstanding any Delaware or other conflict-of-law provisions to the contrary.

          9.3 Notices. All notices, requests, consents, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given and received (a) if mailed by registered or certified mail, three business days after deposit in the United States mail, postage prepaid, return receipt requested; (b) upon confirmation of a receipt of a facsimile or e-mail transmission; (c) if hand delivered, upon delivery against receipt or upon refusal to accept the notice; or (d) if delivered by a standard overnight courier, one business day after deposit with such courier, postage prepaid, in each case, addressed to such party at the address set forth below:

If to Brillian or BRMC:

1600 N. Desert Drive

Tempe, Arizona 85281

Attention: Wayne Pratt

Phone: (602) 389-8797

Fax: (602) 389-8869

E-mail: wayne.pratt@brilliancorp.com

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with a copy given in the manner

prescribed above, to:

Greenberg Traurig, LLP

2375 E. Camelback Road, Suite 700

Phoenix, Arizona 85016

Attention: Robert S. Kant

Phone: (602) 445-8000

Fax: (602) 445-8100

E-mail: kantr@gtlaw.com

If to Syntax:

20480 E. Business Parkway

City of Industry, California 91789

Attention: Thomas Chow

Phone: (909) 859-8488

Fax: (909) 859-8937

E-mail: thomaschow@syntaxgroups.com

with a copy given in the manner

prescribed above, to:

Dorsey & Whitney LLP

38 Technology Drive

Irvine, California 92618-5310

Attention: Patrick Arrington

Phone: (949) 932-3688

Fax: (949) 932-3601

E-mail: arrington.patrick@dorsey.com

     Any party may alter the address to which communications or copies are to be sent by giving notice to such of change of address in conformity with the provisions of this paragraph for the giving of notice.

          9.4 Binding Nature of Agreement; No Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other parties hereto.

          9.5 Entire Agreement. This Agreement (including the Schedules and Exhibits hereto) contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements, or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or

29

usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

          9.6 Paragraph Headings. The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

          9.7 Gender. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires.

          9.8 Survival of Representations and Warranties. The representations or warranties, made in or pursuant to this Agreement shall survive the Effective Date as provided in the Escrow and Indemnity Agreement.

          9.9 Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. This Agreement may be executed by facsimile, PDF, or other electronic means.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the day and year first above written.

BRILLIAN CORPORATION

By: /s/ Vincent F. Sollitto Jr.

Name: Vincent F. Sollitto Jr.

Title:   President & CEO

BRMC CORPORATION

By: /s/ Vincent F. Sollitto Jr.

Name: Vincent F. Sollitto Jr.

Title:    President & CEO

SYNTAX GROUPS CORPORATION

By: /s/ James Ching Hue Li

Name: James Ching Hue Li

Title:   C.E.O.

31

EX-10.23

EXHIBIT 10.23

VOTING AND LOCK-UP AGREEMENT

     THIS VOTING AND LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 12, 2005, by and among BRILLIAN CORPORATION, a Delaware corporation (“Brillian”), and the undersigned shareholders (collectively, the “Shareholder”) of SYNTAX GROUPS CORPORATION, a California corporation (“Syntax”).

RECITALS

     A. Concurrently with the execution of this Agreement, Brillian, BRMC Corporation, a California corporation and a wholly owned subsidiary of Brillian (“BRMC”), and Syntax have entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), which provides for the merger (the “Merger”) of BRMC with and into Syntax.

     B. Pursuant to the Merger, among other things, all of the issued and outstanding shares of capital stock of Syntax will be converted into the right to receive the consideration set forth in the Merger Agreement, all upon the terms and subject to the conditions set forth in the Merger Agreement.

     C. Shareholder is the record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the number of shares of outstanding capital stock of Syntax and other securities convertible into, or exercisable or exchangeable for, shares of capital stock of Syntax, all as set forth on the signature page of this Agreement (collectively, the “Shares”).

     D. In consideration of the execution of the Merger Agreement by Brillian and as a condition to the willingness of Brillian to enter into the Merger Agreement, Shareholder agrees to enter into this Agreement to restrict the transfer or disposition of any of the Shares, or any other shares of capital stock of Syntax acquired by Shareholder hereafter and prior to the Expiration Date (as defined in Section 1(a) hereof), and to vote the Shares and any other such shares of capital stock of Syntax so as to facilitate the consummation of the Merger.

AGREEMENT

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1. Agreement to Retain Shares.

          (a) Transfer. Shareholder agrees that, at all times during the period beginning on the date hereof and ending on the Expiration Date (as defined below), Shareholder shall not Transfer (as defined below) any of the Shares or any New Shares (as defined in Section 1(b) hereof), or make any agreement relating thereto, in each case without the prior written consent of Brillian.

          As used herein, the term “Expiration Date” shall mean the earlier to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement, or (ii) the termination of the Merger Agreement in accordance with the terms thereof. As used herein, the term “Transfer” shall mean, with respect

to any security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the gift, placement in trust, or the Constructive Sale (as defined below) or other disposition of such security (excluding transfers by testamentary or intestate succession) or any right, title, or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, excluding (i) any Transfer to a family member or charitable organization if the transferee agrees in writing to be bound by the terms of this Agreement to the same extent as Shareholder and (ii) any Transfer pursuant to a court order. As used herein, the term “Constructive Sale” shall mean, with respect to any security, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security, or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership.

          (b) New Shares. Shareholder agrees that any shares of capital stock of Syntax that Shareholder purchases or with respect to which Shareholder otherwise acquires record or beneficial ownership after the date of this Agreement and prior to the Expiration Date, including, without limitation, shares issued or issuable upon the conversion, exercise, or exchange, as the case may be, of all securities held by Shareholder which are convertible into, or exercisable or exchangeable for, shares of capital stock of Syntax (“New Shares”), shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares as of the date hereof.

     2. Agreement to Vote Shares. Until the Expiration Date, at every meeting of shareholders of Syntax called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of shareholders of Syntax with respect to any of the following, Shareholder shall vote or cause to be voted, to the extent not voted by Brillian pursuant to the irrevocable proxy in Section 3 hereof, the outstanding Shares and any outstanding New Shares (to the extent such New Shares may be voted).

               (i) in favor of the adoption of the Merger Agreement and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;

               (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Merger Agreement, including, without limitation, any Acquisition Proposal or Superior Proposal (as such terms are defined in the Merger Agreement); and

               (iii) against any action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage, or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement.

          Prior to the Expiration Date, Shareholder shall not enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with this Section 2. Shareholder hereby grants to Brillian the right, if Syntax fails to provide a notice of a shareholder meeting within five (5) business days of the date that the Registration Statement (as

2

defined in the Merger Agreement) is declared effective, to take any and all action to either act by written consent or call a special meeting of the shareholders of Syntax, on Shareholder’s behalf, to take the actions called for in subsection (i).

     3. Irrevocable Proxy. Shareholder hereby revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Shareholder hereby grants a proxy appointing Brillian as Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in the Shareholder’s name, to vote, express consent or dissent, or otherwise to utilize that voting power in the manner contemplated by Section 2 above with respect to the Shares and any New Shares. The proxy granted by the Shareholder pursuant to this Section 3 is irrevocable (except as provided in the following sentence) and is granted in consideration of Brillian entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Shareholder shall not be revoked prior to the Expiration Date. Shareholder shall perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Brillian the power to carry out and give effect to the provisions of this Agreement.

     4. No Solicitation. Except as otherwise required by law, Shareholder, in his capacity as a shareholder, shall not directly or indirectly (i) solicit, initiate, or encourage (or authorize any person to solicit, initiate, or encourage), including by way of furnishing information, any inquiry, proposal, or offer from any person to acquire any of the business, property, or capital stock or debt securities of Syntax or any direct or indirect subsidiary thereof, whether by merger, purchase of assets, tender offer, consolidation, leveraged buyout, or other transaction; (ii) participate in any discussion or negotiations regarding, or furnish to any other person any information with respect to, or assist or otherwise cooperate in any way with, or participate in, facilitate, or encourage any effort or attempt by any other person to do or seek any of the foregoing; (iii) approve, endorse, or recommend any of the foregoing; or (iv) enter into any letter of intent or similar document or any contract, agreement, or commitment contemplating or otherwise relating to any of the foregoing.

     5. Representations, Warranties and Covenants of Shareholder. Shareholder represents, warrants, and covenants to Brillian as follows:

               (i) Shareholder is the record and beneficial owner of the Shares, with full power to vote or direct the voting of the Shares for and on behalf of any and all beneficial owners of the Shares.

               (ii) As of the date hereof, the Shares are, and at all times up until the Expiration Date the Shares will be, free and clear of any rights of first refusal, co-sale rights, security interests, liens, pledges, claims, options, charges, or other encumbrances of any kind or nature, in each case that would impair Shareholder’s ability to fulfill its obligations under Section 2.

               (iii) Shareholder does not beneficially own any shares of capital stock of Syntax, or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of Syntax, other than the Shares.

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               (iv) Shareholder has full power and authority to make, enter into, and carry out the terms of this Agreement and any other related agreements to which Shareholder is a party.

               (v) The execution and delivery of this Agreement and the performance of this Agreement by Shareholder will not require any consent of another person.

     6. Additional Documents. Shareholder hereby covenants and agrees to execute and deliver any additional documents reasonably necessary or desirable to carry out the purpose and intent of this Agreement.

     7. Termination. This Agreement shall terminate and shall have no further force or effect as of the Expiration Date.

     8. Stop Transfer. Shareholder hereby directs Syntax to make a notation on its records and give instructions to its transfer agent(s) to not permit, during the term of this Agreement, the transfer of any Shares or New Shares, except as permitted pursuant to Section 1(a).

     9. Miscellaneous.

          (a) Directors and Officers. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict Shareholder from acting, if applicable, in the Shareholder’s capacity as a director or officer of Syntax (it being understood that this Agreement shall apply to Shareholder solely in Shareholder’s capacity as a shareholder of Syntax) or voting in Shareholder’s sole discretion on any matter other than those matters referred to in Section 2.

          (b) Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

          (c) Assignment. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns. Additionally, notwithstanding the foregoing or anything to the contrary contained in this Agreement, Brillian is specifically permitted to assign this Agreement to BRMC.

          (d) Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Such amendment may take place at any time prior to the Expiration Date, subject to applicable law.

4

          (e) Waiver. At any time prior to the Expiration Date, the parties hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant thereto, and (iii) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

          (f) Specific Performance; Injunctive Relief. The parties acknowledge that Brillian will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Shareholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Brillian upon any such violation, Brillian shall have the right to enforce such covenants and agreements by specific performance, by injunctive relief, or by any other means available to Brillian at law or in equity.

          (g) Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, mailed by registered or certified mail (return receipt requested), or sent via facsimile to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(i)	if to Brillian to: 1600 N. Desert Drive Tempe, Arizona 85281-1230 Attention: Wayne A. Pratt Fax: (602) 389-8869
	with copies to:
	Greenberg Traurig, LLP 2375 E. Camelback Road, Suite 700 Phoenix, Arizona 85016 Attention: Robert S. Kant Fax: (602) 445-8100
(ii)	if to Shareholder:
	To the address for notice set forth on the signature page hereof. with copies to:
	Dorsey & Whitney LLP 38 Technology Drive Irvine, California 92618-5310 Attention: Patrick Arrington Fax: (949) 932-3601

          (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION, AND EFFECT, BY

5

THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.

          (i) Entire Agreement. This Agreement contains the entire understanding of the parties in respect of the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to such subject matter.

          (j) Fees and Expenses. Except as may be provided in the Merger Agreement, all costs and expenses (including, without limitation, all fees and disbursements of counsel) incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

          (k) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

          (l) Effect of Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

          (m) Counterparts; Facsimile. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. This Agreement may be executed by facsimile, PDF, or other electronic means.

[Remainder of Page Intentionally Left Blank]

6

[VOTING AND LOCK-UP AGREEMENT SIGNATURE PAGE]

     IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above written.

BRILLIAN CORPORATION
By:	/s/ Vincent F. Sollitto Jr.
Name:	Vincent F. Sollitto Jr.
Title:	President & CEO
SHAREHOLDERS:
/s/ Tzu Ping Ho
Tzu Ping Ho
Address:
2839 Muir Woods Court
West Covina, California 91791
Shares: 2,710,000
/s/ Man Kit Chow
Man Kit Chow (Thomas Chow)
Address:
2627 Palomino Drive
Covina, California 91724
Shares: 2,660,000
/s/ Lily Lau
Lily Lau
Address:
5531 Cantrell Road
Richmond BC, Canada V7C 3H3
Shares: 2,248,000

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Taiwan Kolin Company Limited
By:	/s/ Roger Kao
	Roger Kao
Address:
11/F No. 86
Section 1
Chung Ching South Road
Taipei, Taiwan, ROC
Shares: 1,074,683
/s/ Lin-Li Wu
Lin-Li Wu
Address:
#79 6th Floor
Non-Hai Road
Taipei, Taiwan, ROC
Shares: 996,000
/s/ Ching Hue Li
Ching Hue Li (James Li)
Address:
4749 Torrey Pines
Chino Hills, California 91709
Shares: 756,000
/s/ Michael Chan
Michael Chan
Address:
21255 Running Branch Road
Diamond Bar, California 91765
Shares: 322,300

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EX-10.24

EXHIBIT 10.24

STOCKHOLDERS’ VOTING AGREEMENT

DATED AS OF JULY 12, 2005

AMONG
BRILLIAN CORPORATION
AND
SIGNING STOCKHOLDERS

STOCKHOLDERS’ VOTING AGREEMENT

     AGREEMENT made as of the 12th day of July 2005, by and among BRILLIAN CORPORATION, a Delaware corporation (hereinafter called the “Company”) and those stockholders or prospective stockholders of the Company executing this Agreement (hereinafter called the “Signing Stockholders”), which shall become effective on the Effective Date (as defined herein).

RECITALS

     A. The Company is planning to enter into an Agreement and Plan of Reorganization (the “Merger Agreement”) with Syntax Corporation, a California corporation (“Syntax”) as a result of which Syntax would become a wholly owned subsidiary of the Company (the “Merger”).

     B. The Merger Agreement contemplates that certain individuals will serve as directors of the Company effective on the effective date of the Merger as defined in the Merger Agreement (the “Effective Date”).

     C. The Merger Agreement contemplates that certain persons will agree to vote their shares of common stock of the Company for certain persons as directors of the Company and in favor of certain financing transactions previously effected by the Company.

     D. Each party to this Agreement other than the Company currently is a stockholder of the Company or will become a stockholder of the Company as a result of the Merger.

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

     1. Voting of Shares for Directors. Each of the Signing Stockholders shall vote such stockholder’s shares of common stock of the Company for the following persons.

          a. The Brillian Designee. Vincent Sollitto or, if he is unable or unwilling to serve at any time, such other person as Mr. Sollitto shall designate or, in the absence of any such designation, Wayne Pratt.

          b. The Syntax Designees. James Li, Thomas Chow, and Christopher Liu or, if one or more of them are unable or unwilling to serve at any time, such other person or persons as Messrs. Li, Chow, and Liu shall designate.

          c. Independent Directors. Five individuals who are “independent directors” within the meaning of the rules and policies of the Nasdaq National Market and each of whom shall be reasonably acceptable to the Brillian Designee and the Syntax Designees and any successor independent director whom shall be selected by the independent directors.

1

     2. Voting of Shares in Favor of Financings.

     Each of the Signing Stockholders shall vote such stockholders’ shares of common stock of the Company in favor of certain financing transactions completed by the Company on or prior to the date of this Agreement as described in Schedule A to this Agreement in any meeting of stockholders held to vote on those financings in accordance with the rules of the Nasdaq Stock Market. All the investors in those financings shall be third-party beneficiaries of this Agreement.

     3. Copy of Agreement To Be Kept on File.

     The Company shall keep on file at its principal executive offices, and shall exhibit to any Signing Stockholder or his duly authorized representative at any and all reasonable times, an executed copy of this Agreement (together with any amendments thereto). The Company also shall mail without charge a copy of this Agreement to any Signing Stockholder within five days after a written request therefor.

     4. Stock Certificates To Be Marked with Legend.

     All certificates representing shares now or hereafter owned by a Signing Stockholder shall be marked with the following legend:

“This certificate and the shares represented hereby are held subject to the terms and conditions of an agreement dated as of July ___, 2005, and any amendments thereto, by and among this Company and certain of its stockholders. A copy of that agreement and any amendments thereto is on file and may be inspected at the principal executive offices of the Company.”

     5. Term of Agreement.

     Unless terminated sooner by unanimous agreement in writing of the Company and the parties hereto then living, this Agreement shall terminate on the earlier of the following times: (a) five years from the Effective Date, (b) upon the death of the last but one of the then Signing Stockholders.

     6. Rights, Obligations, and Remedies.

     The rights and obligations under, and the remedies to enforce, this Agreement are joint and several as to the Company and each Signing Stockholder with each being completely free to enforce any or all of the rights or obligations under this Agreement against any of the others with or without the concurrence or joinder of any of the others. The Company and Signing Stockholders shall have the right and privilege to obtain, in addition to all of the other remedies which may be available under applicable law, equitable relief including the specific enforcement of this Agreement in the event of any violation hereof.

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     7. Entire Agreement; Amendment, Modification, Termination.

     This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements, and conditions, express or implied, oral or written, except as herein contained. This Agreement may be amended, modified, or terminated at any time or times by the unanimous written agreement of the Company and the Signing Stockholders.

     8. Miscellaneous.

          a. Indulgences. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege, nor shall any waiver of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

          b. Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement, shall be governed by and construed in accordance with the laws of the state of Delaware, notwithstanding any or other conflict-of-law provisions to the contrary.

          c. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made, and received when delivered against receipt or upon actual receipt of registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below:

(i) If to the Company:

1600 N. Desert Drive
Tempe, Arizona 85281
Attention: Secretary

(ii) If to any Signing Stockholder:

To the last address of such person appearing on the records of the Company.

     Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provision of this paragraph for the giving of notice.

          d. Binding Nature of Agreement; No Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns, except that no party may assign or transfer such party’s

3

rights or obligations under this Agreement without the prior written consent of the other parties hereto. This Agreement shall not be binding on any transferee of Shares owned by a Selling Stockholder that is not an affiliate, family member, heir, personal representative estate, or trust for the benefit of any of the foregoing.

     e. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears hereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

     f. Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

     g. Paragraph Headings. The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

     h. Gender. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires.

     i. Numbers of Days. In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays, and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday, or holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday, or holiday.

     9. Counterparts; Facsimile Signatures.

     This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. This Agreement may be executed by facsimile, PDF, or other electronic means.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

4

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

BRILLIAN CORPORATION
By:	/s/ Vincent F. Sollitto Jr.
	Name:	Vince Sollitto
	Title:	President and CEO

SIGNING STOCKHOLDERS:
	/s/ Vincent F. Sollitto Jr.
	Vincent Sollitto
	/s/ Wayne Pratt
	Wayne Pratt
	/s/ Ching Hue Li
	Ching Hue Li (James Li)
	/s/ Man Kit Chow
	Man Kit Chow (Thomas Chow)
	/s/ Roger Kao
	Roger Kao
	/s/ Tzu Ping Ho
	Tzu Ping Ho
	/s/ Lily Lau
	Lily Lau
	Taiwan Kolin Company Limited
	By: /s/ Roger Kao
	Roger Kao
	/s/ Lin-Li Wu
	Lin-Li Wu
	/s/ Michael Chan
	Michael Chan

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EX-10.25

EXHIBIT 10.25

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and between BRILLIAN CORPORATION, a Delaware corporation (the “Company”), and VINCENT SOLLITTO (“Executive”) is effective as of the Effective Date as defined herein.

RECITALS

     A. The Company is planning to enter into an Agreement and Plan of Reorganization (the “Merger Agreement”) with Syntax Corporation, a California corporation (“Syntax”) as a result of which Syntax would become a wholly owned subsidiary of the Company (the “Merger”).

     B. The Merger Agreement requires that Executive enter into an employment agreement with the Company to take effect on the effective date of the Merger defined in the Merger Agreement (the “Effective Date”).

     C. Following the Merger, the Company will conduct the business conducted by the Company and Syntax prior to the Merger (the “Business”).

     D. The Company maintains its executive offices in Tempe, Arizona but Executive may render a portion of Executive’s services to the Company in California.

     E. The Company desires to employ Executive, and Executive desires to accept such employment, pursuant to the terms and conditions set forth in this Agreement, which on the Effective Date shall replace any existing employment arrangements between the Company or Syntax and Executive.

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set forth herein and the performance of each, it is hereby agreed as follows:

     1. Employment and Duties.

          (a) Employment. The Company hereby employs Executive, and Executive hereby agrees to act, as the Chairman and CEO of the Company. As such, Executive shall have responsibilities, duties, and authority reasonably accorded to, expected of, and consistent with Executive’s position. Executive hereby accepts this employment upon the terms and conditions herein contained and agrees to devote Executive’s best efforts and, subject to paragraph l(c) hereof, substantially all of Executive’s business time and attention to promote and further the business of the Company. Executive shall provide such services to the Company’s subsidiaries as may be requested from time to time by the Board of Directors without additional compensation.

          (b) Policies. Executive shall faithfully adhere to, execute, and fulfill all lawful policies established by the Company.

          (c) Other Activities. Executive shall not, during the term of Executive’s employment hereunder, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive’s duties and responsibilities hereunder. The foregoing limitations shall not be construed as prohibiting Executive from (i) making personal investments in such form or manner as will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive’s duties to the Company; (ii) serving on any civic or charitable boards or committees; (iii) delivering lectures or fulfilling speaking engagements; or (iii) serving, on the boards of directors of public corporations on which Executive currently serves and with the written approval of the Board, as a director of one or more other public corporations, in each case so long as any such new activities do not significantly interfere with the performance of Executive’s responsibilities under this Agreement.

          (d) Place of Performance. Executive shall not be required by the Company or by the performance of Executive’s duties under this Agreement either to relocate Executive’s primary residence or to perform Executive’s principal duties at a work location more than 25 miles from the principal office at which Executive rendered services on July 11, 2005.

     2. Compensation. For all services rendered by Executive, the Company shall compensate Executive as follows:

          (a) Base Salary. Effective on the Effective Date, the base salary payable to Executive shall be $275,000 per year, payable on a regular basis in accordance with the Company’s standard payroll procedures, but not less than monthly. On at least an annual basis, the Board or a committee of the Board shall review Executive’s performance and may make changes to such base salary if, in its sole discretion, any such change is warranted. In no event, however, shall Executive’s base salary be reduced to a level below the base salary provided for in this Agreement.

          (b) Bonus or other Incentive Compensation. Executive shall be eligible to receive a bonus or other incentive compensation as may be determined by the Board or a committee of the Board based upon such factors as the Board or such committee, in its sole discretion, may deem relevant, including, without limitation, the performance of Executive and the Company; provided, however, that the Board or a committee of the Board shall establish for each fiscal year of the Company either (i) a bonus program in which Executive shall be entitled to participate, which provides Executive with a reasonable opportunity, based on the past compensation practices of the Company and Executive’s then base salary, to maintain or increase Executive’s total compensation compared to the previous fiscal year or (ii) a targeted bonus based on such factors as the Board may determine (the “Targeted Bonus”).

          (c) Executive Perquisites, Benefits, and Other Compensation. Executive shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below:

               (i) Insurance Coverage. Payment of all premiums for coverage for Executive and Executive’s dependent family members under all health,

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hospitalization, disability, dental, life, and other insurance plans that the Company may have in effect from time to time, with the benefits provided to Executive to be on terms no less favorable than the benefits provided to other Company executive officers but with any generally applicable limitations, such as co-payment provisions.

               (ii) Reimbursement for Expenses. Reimbursement for business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of Executive’s services under this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Executive upon submission of any request for reimbursement and shall be in a format and manner consistent with the Company’s expense reporting policy.

               (iii) Vacation. Paid vacation in accordance with the applicable policy of the Company as in effect from time to time for senior executives, but in no event shall Executive be entitled to less than two weeks paid vacation per year.

               (iv) Other Executive Perquisites. The Company shall provide Executive with other executive perquisites as may be made available to or deemed appropriate for Executive by the Board or a committee of the Board and participation in all other Company-wide employee benefits as are available to the Company’s executives from time to time, including any plans, programs, or arrangements relating to retirement, deferred compensation, profit sharing, 401(k), and employee stock ownership. Any options granted after the date hereof to Executive to purchase Common Stock of the Company shall provide by their terms that such options shall vest immediately upon, and shall be exercisable for a period of two years after, a termination of employment of Executive by the Company without Good Cause, by Executive with Good Reason, or as a result of a Change in Control.

     3. Non-Competition Agreement.

          (a) Non-Competition. Notwithstanding the provisions of California law, including, without limitation, Bus. & Prof. Code Secs. 16600 et. seq. and 17200 et. sec., the parties agree that, during the period of Executive’s employment by the Company, and for a period equal to the time during or for which severance payments are being made by the Company to Executive in accordance with this Agreement, Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person:

               (i) Other Activities. Engage, as an officer, director, shareholder, owner, principal, partner, lender, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any Competitive Business within the Restricted Territory;

               (ii) Solicitation of Employees. Call upon any person who is, at that time, within the Restricted Territory, an employee of the Company or any of its subsidiaries, in a managerial or supervisory capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company or any of its subsidiaries;

               (iii) Solicitation of Customers. Call upon any person who is, at that time, or who has been, within one year prior to that time, a customer of the Company or

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any of its subsidiaries, within the Restricted Territory for the purpose of soliciting or selling products or services in direct competition with the Company or any of its subsidiaries within the Restricted Territory;

               (iv) Solicitation of Acquisition Candidates. Call upon any prospective acquisition candidate, on Executive’s own behalf or on behalf of any person, which candidate was, to Executive’s knowledge after due inquiry, either called upon by the Company, or for which the Company made an acquisition analysis, for the purpose of acquiring such candidate.

          (b) Certain Definitions. As used in this Agreement, the following terms shall have the meanings ascribed to them:

               (i) Competitive Business shall mean any person that engages in a business the same as, similar to, or in direct competition with the Business;

               (ii) person shall mean any individual, corporation, limited liability company, partnership, firm, or other business of whatever nature;

               (iii) Restricted Territory shall mean any jurisdiction in which the Company or any subsidiary of the Company maintains any facilities, sells any products, or provides any services; and

               (iv) subsidiary shall mean the Company’s consolidated subsidiaries, including corporations, partnerships, limited liability companies, and any other business organization in which the Company holds at least a fifty percent (50%) equity interest.

          (c) Enforcement. Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants in this paragraph 3, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Executive agrees that the foregoing covenants may be enforced by the Company in the event of breach by Executive, by injunctions and restraining orders.

          (d) Reasonable Restraint. In agreeing to the period of non-competition as set forth herein, Executive acknowledges that he has had the opportunity to speak with counsel of his choice in connection with the force and effect of this waiver, and that he is aware that he is waiving rights under California law to contest the imposition of a non-competition agreement. In agreeing to be bound hereby, Executive is accepting the consideration extended to him in exchange for a knowing waiver of his rights, and as full and complete consideration for this waiver, and acknowledges the adequacy of such consideration. Both parties agree that Executive’s agreement to this term constitutes a substantial and material term to the Company, without which the Company would not enter into this Agreement or extend this offer of employment to Executive. Executive agrees that the Company may seek and secure an injunction against Executive in order to enforce the terms hereof in the event that Executive breaches this provision. Executive acknowledges that the scope of the non-competition clause is reasonable in scope and will not preclude him from seeking gainful employment in alternative fields. To the extent that any court of competent jurisdiction

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determines that the non-competition provisions are unreasonable, it is the intent of the parties to enforce the terms hereof to the full extent held reasonable.

          (e) Other Activities. It is further agreed by the parties that, in the event that Executive shall cease to be employed hereunder and enters into a business or pursues other activities not in competition with the Company (including the Company’s subsidiaries), or similar activities or business in locations, the operation of which, under such circumstances, does not violate this paragraph 3, and in any event such new business, activities, or location are not in violation of this paragraph 3 or of Executive’s obligations under this paragraph 3, if any, Executive shall not be chargeable with a violation of this paragraph 3 if the Company (including the Company’s subsidiaries) shall thereafter enter the same, similar, or a competitive (i) business, (ii) course of activities, or (iii) location, as applicable.

          (f) Separate Covenants. The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time, or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that the court deems reasonable, and the Agreement shall thereby be reformed.

          (g) Independent Agreement. All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Executive made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this paragraph 3.

     4. Term; Termination; Rights on Termination.

          (a) Term. The term of Executive’s employment under this Agreement (the “Term”) shall be from the Effective Date until the date that is two years from the Effective Date.

          (b) Termination. Executive’s employment under this Agreement may be terminated in any one of the followings ways:

               (i) Death of Executive. The employment of Executive shall terminate immediately upon Executive’s death provided that the Company shall, for a period of 12 months following such death, pay to the estate of Executive an amount equal to Executive’s base salary and continue to pay all premiums for coverage for Executive’s dependent family members under all health, hospitalization, disability, dental, life, and other insurance plans that the Company maintained at the time of Executive’s death.

               (ii) Disability of Executive. If, as a result of incapacity due to physical or mental illness or injury, Executive shall have been absent from Executive’s full-time

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duties hereunder for six consecutive months, then 30 days after giving written notice to Executive (which notice may occur before or after the end of such six month-period, but which shall not be effective earlier than the last day of such six month-period), the Company may terminate Executive’s employment provided Executive is unable to resume Executive’s full-time duties at the conclusion of such notice period. Also, Executive may terminate Executive’s employment if Executive’s health should become impaired to an extent that makes the continued performance of Executive’s duties hereunder hazardous to Executive’s physical or mental health or Executive’s life, provided that Executive shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, further, that, at the Company’s request made within 10 days of the date of such written statement, Executive shall submit to an examination by a doctor selected by the Company who is reasonably acceptable to Executive or Executive’s doctor and such doctor shall have concurred in the conclusion of Executive’s doctor. In the event Executive’s employment under this Agreement is terminated as a result of Executive’s disability, Executive shall receive from the Company, in a lump-sum payment due within 10 days of the effective date of such termination, an amount equal to the base salary payable to Executive pursuant to paragraph 2(a) of this Agreement, for the lesser of the time period then remaining under the Term or one year. The disability benefits provided for in this Agreement are independent of any disability insurance benefits that Executive receives.

               (iii) Termination by the Company for Good Cause. The Company may terminate Executive’s employment upon 10 days prior written notice to Executive for “Good Cause,” which shall mean any one or more of the following: (A) Executive’s willful dishonesty, fraud, or misconduct with respect to the business or affairs of the Company, which materially and adversely affects the operations or reputation of the Company; (B) Executive’s indictment for, conviction of, or guilty plea to a felony crime involving dishonesty or moral turpitude whether or not relating to the Company; or (C) a confirmed positive illegal drug test result. In the event of a termination by the Company for Good Cause, Executive shall have no right to any severance compensation.

               (iv) Termination by the Company Without Good Cause or by Executive with Good Reason. The Company may terminate Executive’s employment without Good Cause during the Term hereof upon the approval of a majority of the members of the Board, excluding Executive if Executive is a member of the Board. Executive may terminate Executive’s employment under this Agreement for Good Reason upon 10 days prior notice to the Company.

                    (A) Result of Termination by the Company without Good Cause or by Executive with Good Reason. Should the Company terminate Executive’s employment without Good Cause or should Executive terminate Executive’s employment with Good Reason during the Term, the Company shall pay to Executive for two years after such termination, on such dates as would otherwise be paid by the Company, a pro rata amount based on the base salary payable to Executive pursuant to paragraph 2(a) of this Agreement. Further, if the Company terminates Executive’s employment without Good Cause or Executive terminates Executive’s employment with Good Reason, (1) the Company shall continue the insurance coverage as specified in paragraph 2(c)(i) or provide comparable coverage by way of making the family medical insurance premium payments contemplated by COBRA or otherwise, in any case for a period of two years after such termination; (2) the Company shall maintain life insurance

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coverage, comparable to that provided immediately prior to termination, for a period of two years thereafter with the beneficiary designated by Executive; and (3) Executive shall be entitled to receive all other accrued but unpaid benefits relating to vacations and other executive perquisites as provided in paragraph 2(c)(iv) through Executive’s last day of employment.

                    (B) Definition of Good Reason. Executive shall have “Good Reason” to terminate Executive’s employment upon the occurrence of any of the following events without Executive’s prior written approval: (1) Executive is demoted by means of a reduction in authority, responsibilities, or duties as provided herein; (2) Executive’s annual base salary for a fiscal year as determined pursuant to paragraph 2 is reduced to a level that is less than the base salary paid to Executive during the prior fiscal year under this Agreement; (3) a change is made in Executive’s bonus (including a reduction in any Targeted Bonus to a level that is less than the Targeted Bonus for Executive during the prior fiscal year under this Agreement) other than as contemplated by paragraph 2(b); (4) the Company breaches a material provision of this Agreement, including paragraph 1(d); or (5) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company or its principal business activities.

               (v) Resignation by Executive Without Good Reason. Executive may, without cause, and without Good Reason terminate Executive’s own employment under this Agreement, effective 30 days after written notice is provided to the Company or such earlier time as any such resignation may be accepted by the Company. If Executive resigns or otherwise terminates Executive’s employment without Good Reason, Executive shall receive no severance compensation.

               (vi) Change in Control of the Company.

                    (A) Possibility of Change in Control. Executive understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of the Company hereunder or that the Company may undergo another type of Change in Control. In the event such a merger or consolidation or other Change in Control is initiated prior to the end of the Term, then the provisions of this paragraph 4(b)(vi) shall be applicable.

                    (B) Termination by Executive. Subject to the exceptions set forth in paragraph 4(b)(vi)(E), if any Change of Control is initiated during Executive’s employment hereunder, Executive may, at Executive’s sole discretion, elect to terminate Executive’s employment under this Agreement by providing written notice to the Company at least five business days at any time prior to or within 12 months after the closing of the transaction giving rise to the Change in Control. In such case, the applicable provisions of paragraph 4(b)(iv) hereof will apply as though the Company had terminated Executive’s employment without Good Cause during the Term and all executive perquisites shall continue for a period of 12 months; however, under such circumstances, the amount of the severance payments due to Executive shall be paid in a lump sum and the non-competition provisions of paragraph 3 hereof shall all apply for a period of 12 months from the effective date of termination.

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                    (C) Effective Date of Change in Control. For purposes of applying paragraph 4 hereof under the circumstances described in 4(b)(vi)(B) above, the effective date of Change in Control will be the closing date of the transaction giving rise to the Change in Control and all compensation, reimbursements, and lump-sum payments due Executive must be paid in full by the Company promptly following Executive’s election to terminate Executive’s employment following such Change in Control.

                    (D) Definition of Change in Control. A “Change in Control” shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, as in effect on the date of this Agreement, or if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, which serve similar purposes; provided further that, without limitation, a Change in Control shall be deemed to have occurred if and when:

                         (1) Turnover of Board. The following individuals no longer constitute a majority of the members of the Board: (A) the individuals who, as of the date of this Agreement, constitute the Board (the “Current Directors”); (B) the individuals who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of all of the Current Directors then still in office (such directors becoming “Additional Directors” immediately following their election); and (C) the individuals who are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of all of the Current Directors and Additional Directors then still in office (such directors also becoming “Additional Directors” immediately following their election);

                         (2) Tender Offer. A tender offer or exchange offer is made whereby the effect of such offer is to take over and control the Company, and such offer is consummated for the equity securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

                         (3) Merger or Consolidation. The stockholders of the Company shall approve a merger, consolidation, recapitalization, or reorganization of the Company, a reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder approval is not obtained, other than any such transaction that would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by the holders of outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or

                         (4) Liquidation or Sale of Assets. The stockholders of the Company shall approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company’s assets to another person, which is not a wholly owned subsidiary of the Company (i.e., 50% or more of the total assets of the Company); or

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                         (5) Stockholdings. Any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under that act), directly or indirectly of more than 30% of the total voting power represented by the Company’s then outstanding voting Securities.

                    (E) Exceptions from Change in Control. A Change in Control shall not be considered to have taken place for purposes of this paragraph 4 in the event that both (1) the Change in Control shall have been specifically approved by all of the Current and Additional Directors (as defined above) and (2) the provisions of this Agreement remain in full force and effect as to Executive.

                    (F) Excess Parachute Payments. In the event that a Change in Control occurs and the aggregate amount of any payments made to Executive hereunder, or pursuant to any plan, program, or policy of the Company in connection with, on account of, or as a result of, such Change in Control constitutes “excess parachute payments” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), subject to the excise tax imposed by Section 4999 of the Code, or any successor sections thereof, Executive shall receive from the Company, in addition to any other amounts payable under this Agreement, a lump sum payment equal to the amount of (i) such excise tax, and (ii) the federal and state income taxes payable by the Executive with respect to any payments made to Executive under this subparagraph (F). Such amount will be due and payable by the Company or its successor within 10 days after Executive delivers a written request for reimbursement accompanied by a copy of Executive’s tax return(s) showing the excise tax actually incurred by Executive.

                    (G) Notification. Executive shall be notified in writing by the Company at any time that the Company anticipates that a Change in Control may take place.

               (c) Payments to Termination Date. Upon termination of Executive’s employment under this Agreement for any reason provided above, Executive shall be entitled to receive all compensation earned and all benefits and reimbursements due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Executive only to the extent and in the manner expressly provided above. All other rights and obligations of the Company and Executive under this Agreement shall cease as of the effective date of termination, except that the Company’s obligations under paragraph 8 (relating to indemnification of Executive) and Executive’s obligations under paragraph 3 (relating to non-competition and non-solicitation, as applicable), paragraph 5 (relating to return of Company property), paragraph 6 (relating to inventions), paragraph 7 (relating to trade secrets), and paragraph 9 (relating to prior agreements) shall survive such termination in accordance with their terms.

               (d) Failure to Pay Executive. If termination of Executive’s employment arises out of the Company’s failure to pay Executive on a timely basis the amounts to which Executive is entitled under this Agreement or as a result of any other breach of this Agreement by the Company, as determined by a court of competent jurisdiction or pursuant to

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the provisions of paragraph 14, the Company shall pay all amounts and damages to which Executive may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expenses and other costs incurred by Executive to enforce Executive’s rights hereunder. Further, none of the provisions of paragraph 3 (relating to non-competition) shall apply in the event Executive’s employment under this Agreement is terminated as a result of a breach by the Company.

               (e) Mitigation. The Company and Executive have mutually agreed that it would be appropriate to mitigate the costs to the Company of any severance arrangements (other than relating to salary or bonus) if Executive accepts other employment, the Company secures insurance or other coverage at its cost, or Executive can obtain coverage under any governmental program without expense to Executive, subject in each case to providing comparable benefits to Executive with no out-of-pocket cost to him. As a result, all medical, disability, and other similar benefits payable to Executive following the termination of Executive’s employment under this Agreement shall be reduced on a dollar-for-dollar basis by (i) any medical, disability, and other similar benefits received by or which may reasonably be receivable by Executive from any subsequent employer, (ii) any governmental benefits available to Executive upon premium payments made or reimbursed by the Company to or on behalf of Executive, or (iii) any insurance, annuity, or comparable payments or coverage furnished by the Company at no cost to Executive as an alternative to the benefits provided by this Agreement.

     5. Return of Company Property. All records, designs, patents, business plans, financial statements, manuals, memoranda, lists, and other property delivered to or compiled by Executive by or on behalf of the Company (or its subsidiaries) or its representatives, vendors, or customers that pertain to the business of the Company (or its subsidiaries) shall be and remain the property of the Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials, and other similar data pertaining to the business, activities, or future plans of the Company (or its subsidiaries) that is collected by Executive shall be delivered promptly to the Company without request by it upon termination of Executive’s employment.

     6. Inventions. Executive shall disclose promptly to the Company any and all significant conceptions and ideas for inventions, improvements, and valuable discoveries, whether patentable or not, which are conceived or made by Executive, solely or jointly with another, during the period of employment, and which are directly related to the business or activities of the Company (or its subsidiaries), and which Executive conceives as a result of Executive’s employment by the Company. Executive hereby assigns and agrees to assign all Executive’s interests therein to the Company or its nominee. Whenever requested to do so by the Company, Executive shall execute any and all applications, assignments, and other instruments that the Company shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect the Company’s interest therein.

     7. Trade Secrets. Executive agrees that Executive will not, during or after the period of employment under this Agreement, disclose the specific terms of the Company’s relationships or agreements with its respective significant vendors or customers, or any other significant and material trade secret of the Company, whether in existence or proposed, to any person, firm, partnership, corporation, or business for any reason or purpose whatsoever.

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     8. Indemnification. In the event Executive is made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by the Company against Executive), by reason of the fact that Executive is or was performing services under this Agreement, then the Company shall indemnify Executive against all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, as actually and reasonably incurred by Executive in connection therewith to the maximum extent permitted by applicable law. The advancement of expenses shall be mandatory. In the event that both Executive and the Company are made a party to the same third-party action, complaint, suit, or proceeding, the Company agrees to engage competent legal representation, and Executive agrees to use the same representation, provided that if counsel selected by the Company shall have a conflict of interest that prevents such counsel from representing Executive, Executive may engage separate counsel and the Company shall pay all attorneys’ fees of such separate counsel. Further, while Executive is expected at all times to use Executive’s best efforts to faithfully discharge Executive’s duties under this Agreement, Executive cannot be held liable to the Company for errors or omissions made in good faith if Executive has not exhibited gross, willful, and wanton negligence and misconduct or performed criminal and fraudulent acts that materially damage the business of the Company. Notwithstanding this paragraph 8, the provision of any written indemnification agreement applicable to the directors and officers of the Company to which Executive shall be a party shall apply rather than this paragraph 8 to the extent inconsistent with this paragraph 8.

     9. No Prior Agreements. Executive hereby represents and warrants to the Company that the execution of this Agreement by Executive and Executive’s employment by the Company and the performance of Executive’s duties hereunder will not violate or be a breach of any agreement with a former employer, client, or any other person or entity. Further, Executive agrees to indemnify the Company for any claim, including, but not limited to, attorneys’ fees and expenses of investigation, by any such third party that such third party may now have or may hereafter come to have against the Company based upon or arising out of any non-competition, invention, or secrecy agreement between Executive and such third party that was in existence as of the date of this Agreement.

     10. Assignment; Binding Effect. Executive understands that Executive is being employed by the Company on the basis of Executive’s personal qualifications, experience, and skills. Executive agrees, therefore, Executive cannot assign all or any portion of Executive’s performance under this Agreement. Subject to the preceding two (2) sentences and the express provisions of paragraph 11 below, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, successors, and assigns.

     11. Complete Agreement. This Agreement is not a promise of future employment. Except as specifically provided herein, Executive has no oral representations, understandings, or agreements with the Company or any of its officers, directors, or representatives covering the same subject matter as this Agreement. This written Agreement is the final, complete, and exclusive statement and expression of the agreement between the Company and Executive and of all the terms of this Agreement, and it cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreements. This written Agreement may not be later modified except by a further writing

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signed by a duly authorized officer of the Company and Executive, and no term of this Agreement may be waived except by writing signed by the party waiving the benefit of such term. This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between the Company and Executive.

     12. Notice. Whenever any notice is required hereunder, it shall be given in writing addressed as follows:

           To the Company:            1600 N. Desert Drive
Tempe, Arizona 85251
Attention: Corporate Secretary

           To Executive:                 To the residence address of Executive as shown in the records of the Company

     Notice shall be deemed given and effective on the earlier of three (3) days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail, certified, return receipt requested, or when actually received. Either party may change the address for notice by notifying the other party of such change in accordance with this paragraph 12.

     13. Severability; Headings. If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of the Agreement or of any part hereof.

     14. No Participation in Severance Plans. Except as contemplated by this Agreement, Executive acknowledges and agrees that the compensation and other benefits set forth in this Agreement are and shall be in lieu of any compensation or other benefits that may otherwise be payable to or on behalf of Executive pursuant to the terms of any severance pay arrangement of the Company or any affiliate thereof, or any other similar arrangement of the Company or any affiliates thereof providing for benefits upon involuntary termination of employment.

     15. Governing Law. This Agreement shall in all respects be construed according to the laws of the state of Arizona, notwithstanding the conflict of laws provisions of such state.

     16. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. This Agreement may be executed by facsimile, PDF, or other electronic means.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

BRILLIAN CORPORATION
By:	/s/ Wayne Pratt
Title	VP & CFO
Name:	Wayne Pratt
Its:	VP & CFO
EXECUTIVE:
/s/ Vincent F. Sollitto Jr.
Vincent Sollitto

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EX-10.26

EXHIBIT 10.26

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and between BRILLIAN CORPORATION, a Delaware corporation (the “Company”), and WAYNE PRATT (“Executive”) is effective as of the Effective Date as defined herein.

RECITALS

     A. The Company is planning to enter into an Agreement and Plan of Reorganization (the “Merger Agreement”) with Syntax Corporation, a California corporation (“Syntax”) as a result of which Syntax would become a wholly owned subsidiary of the Company (the “Merger”).

     B. The Merger Agreement requires that Executive enter into an employment agreement with the Company to take effect on the effective date of the Merger defined in the Merger Agreement (the “Effective Date”).

     C. Following the Merger, the Company will conduct the business conducted by the Company and Syntax prior to the Merger (the “Business”).

     D. The Company maintains its executive offices in Tempe, Arizona but Executive may render a portion of Executive’s services to the Company in California.

     E. The Company desires to employ Executive, and Executive desires to accept such employment, pursuant to the terms and conditions set forth in this Agreement, which on the Effective Date shall replace any existing employment arrangements between the Company or Syntax and Executive.

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set forth herein and the performance of each, it is hereby agreed as follows:

1. Employment and Duties.

          (a) Employment. The Company hereby employs Executive, and Executive hereby agrees to act, as the Chief Financial Officer of the Company. As such, Executive shall have responsibilities, duties, and authority reasonably accorded to, expected of, and consistent with Executive’s position. Executive hereby accepts this employment upon the terms and conditions herein contained and agrees to devote Executive’s best efforts and, subject to paragraph l(c) hereof, substantially all of Executive’s business time and attention to promote and further the business of the Company. Executive shall provide such services to the Company’s subsidiaries as may be requested from time to time by the Board of Directors without additional compensation.

          (b) Policies. Executive shall faithfully adhere to, execute, and fulfill all lawful policies established by the Company.

          (c) Other Activities. Executive shall not, during the term of Executive’s employment hereunder, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive’s duties and responsibilities hereunder. The foregoing limitations shall not be construed as prohibiting Executive from (i) making personal investments in such form or manner as will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive’s duties to the Company; (ii) serving on any civic or charitable boards or committees; (iii) delivering lectures or fulfilling speaking engagements; or (iii) serving, on the boards of directors of public corporations on which Executive currently serves and with the written approval of the Board, as a director of one or more other public corporations, in each case so long as any such new activities do not significantly interfere with the performance of Executive’s responsibilities under this Agreement.

          (d) Place of Performance. Executive shall not be required by the Company or by the performance of Executive’s duties under this Agreement either to relocate Executive’s primary residence or to perform Executive’s principal duties at a work location more than 25 miles from the principal office at which Executive rendered services on July 11, 2005.

     2. Compensation. For all services rendered by Executive, the Company shall compensate Executive as follows:

          (a) Base Salary. Effective on the Effective Date, the base salary payable to Executive shall be $220,000 per year, payable on a regular basis in accordance with the Company’s standard payroll procedures, but not less than monthly. On at least an annual basis, the Board or a committee of the Board shall review Executive’s performance and may make changes to such base salary if, in its sole discretion, any such change is warranted. In no event, however, shall Executive’s base salary be reduced to a level below the base salary provided for in this Agreement.

          (b) Bonus or other Incentive Compensation. Executive shall be eligible to receive a bonus or other incentive compensation as may be determined by the Board or a committee of the Board based upon such factors as the Board or such committee, in its sole discretion, may deem relevant, including, without limitation, the performance of Executive and the Company; provided, however, that the Board or a committee of the Board shall establish for each fiscal year of the Company either (i) a bonus program in which Executive shall be entitled to participate, which provides Executive with a reasonable opportunity, based on the past compensation practices of the Company and Executive’s then base salary, to maintain or increase Executive’s total compensation compared to the previous fiscal year or (ii) a targeted bonus based on such factors as the Board may determine (the “Targeted Bonus”).

          (c) Executive Perquisites, Benefits, and Other Compensation. Executive shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below:

               (i) Insurance Coverage. Payment of all premiums for coverage for Executive and Executive’s dependent family members under all health,

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hospitalization, disability, dental, life, and other insurance plans that the Company may have in effect from time to time, with the benefits provided to Executive to be on terms no less favorable than the benefits provided to other Company executive officers but with any generally applicable limitations, such as co-payment provisions.

               (ii) Reimbursement for Expenses. Reimbursement for business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of Executive’s services under this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Executive upon submission of any request for reimbursement and shall be in a format and manner consistent with the Company’s expense reporting policy.

               (iii) Vacation. Paid vacation in accordance with the applicable policy of the Company as in effect from time to time for senior executives, but in no event shall Executive be entitled to less than two weeks paid vacation per year.

               (iv) Other Executive Perquisites. The Company shall provide Executive with other executive perquisites as may be made available to or deemed appropriate for Executive by the Board or a committee of the Board and participation in all other Company-wide employee benefits as are available to the Company’s executives from time to time, including any plans, programs, or arrangements relating to retirement, deferred compensation, profit sharing, 401(k), and employee stock ownership. Any options granted after the date hereof to Executive to purchase Common Stock of the Company shall provide by their terms that such options shall vest immediately upon, and shall be exercisable for a period of two years after, a termination of employment of Executive by the Company without Good Cause, by Executive with Good Reason, or as a result of a Change in Control.

3. Non-Competition Agreement.

          (a) Non-Competition. Notwithstanding the provisions of California law, including, without limitation, Bus. & Prof. Code Secs. 16600 et. seq. and 17200 et. sec., the parties agree that, during the period of Executive’s employment by the Company, and for a period equal to the time during or for which severance payments are being made by the Company to Executive in accordance with this Agreement, Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person:

               (i) Other Activities. Engage, as an officer, director, shareholder, owner, principal, partner, lender, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any Competitive Business within the Restricted Territory;

               (ii) Solicitation of Employees. Call upon any person who is, at that time, within the Restricted Territory, an employee of the Company or any of its subsidiaries, in a managerial or supervisory capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company or any of its subsidiaries;

               (iii) Solicitation of Customers. Call upon any person who is, at that time, or who has been, within one year prior to that time, a customer of the Company or

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any of its subsidiaries, within the Restricted Territory for the purpose of soliciting or selling products or services in direct competition with the Company or any of its subsidiaries within the Restricted Territory;

               (iv) Solicitation of Acquisition Candidates. Call upon any prospective acquisition candidate, on Executive’s own behalf or on behalf of any person, which candidate was, to Executive’s knowledge after due inquiry, either called upon by the Company, or for which the Company made an acquisition analysis, for the purpose of acquiring such candidate.

          (b) Certain Definitions. As used in this Agreement, the following terms shall have the meanings ascribed to them:

               (i) Competitive Business shall mean any person that engages in a business the same as, similar to, or in direct competition with the Business;

               (ii) person shall mean any individual, corporation, limited liability company, partnership, firm, or other business of whatever nature;

               (iii) Restricted Territory shall mean any jurisdiction in which the Company or any subsidiary of the Company maintains any facilities, sells any products, or provides any services; and

               (iv) subsidiary shall mean the Company’s consolidated subsidiaries, including corporations, partnerships, limited liability companies, and any other business organization in which the Company holds at least a fifty percent (50%) equity interest.

          (c) Enforcement. Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants in this paragraph 3, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Executive agrees that the foregoing covenants may be enforced by the Company in the event of breach by Executive, by injunctions and restraining orders.

          (d) Reasonable Restraint. In agreeing to the period of non-competition as set forth herein, Executive acknowledges that he has had the opportunity to speak with counsel of his choice in connection with the force and effect of this waiver, and that he is aware that he is waiving rights under California law to contest the imposition of a non-competition agreement. In agreeing to be bound hereby, Executive is accepting the consideration extended to him in exchange for a knowing waiver of his rights, and as full and complete consideration for this waiver, and acknowledges the adequacy of such consideration. Both parties agree that Executive’s agreement to this term constitutes a substantial and material term to the Company, without which the Company would not enter into this Agreement or extend this offer of employment to Executive. Executive agrees that the Company may seek and secure an injunction against Executive in order to enforce the terms hereof in the event that Executive breaches this provision. Executive acknowledges that the scope of the non- competition clause is reasonable in scope and will not preclude him from seeking gainful employment in alternative fields. To the extent that any court of competent jurisdiction

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determines that the non-competition provisions are unreasonable, it is the intent of the parties to enforce the terms hereof to the full extent held reasonable.

          (e) Other Activities. It is further agreed by the parties that, in the event that Executive shall cease to be employed hereunder and enters into a business or pursues other activities not in competition with the Company (including the Company’s subsidiaries), or similar activities or business in locations, the operation of which, under such circumstances, does not violate this paragraph 3, and in any event such new business, activities, or location are not in violation of this paragraph 3 or of Executive’s obligations under this paragraph 3, if any, Executive shall not be chargeable with a violation of this paragraph 3 if the Company (including the Company’s subsidiaries) shall thereafter enter the same, similar, or a competitive (i) business, (ii) course of activities, or (iii) location, as applicable.

          (f) Separate Covenants. The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time, or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that the court deems reasonable, and the Agreement shall thereby be reformed.

          (g) Independent Agreement. All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Executive made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this paragraph 3.

     4. Term; Termination; Rights on Termination.

          (a) Term. The term of Executive’s employment under this Agreement (the “Term”) shall be from the Effective Date until the date that is two years from the Effective Date.

          (b) Termination. Executive’s employment under this Agreement may be terminated in any one of the followings ways:

               (i) Death of Executive. The employment of Executive shall terminate immediately upon Executive’s death provided that the Company shall, for a period of 12 months following such death, pay to the estate of Executive an amount equal to Executive’s base salary and continue to pay all premiums for coverage for Executive’s dependent family members under all health, hospitalization, disability, dental, life, and other insurance plans that the Company maintained at the time of Executive’s death.

               (ii) Disability of Executive. If, as a result of incapacity due to physical or mental illness or injury, Executive shall have been absent from Executive’s full-time

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duties hereunder for six consecutive months, then 30 days after giving written notice to Executive (which notice may occur before or after the end of such six month-period, but which shall not be effective earlier than the last day of such six month-period), the Company may terminate Executive’s employment provided Executive is unable to resume Executive’s full-time duties at the conclusion of such notice period. Also, Executive may terminate Executive’s employment if Executive’s health should become impaired to an extent that makes the continued performance of Executive’s duties hereunder hazardous to Executive’s physical or mental health or Executive’s life, provided that Executive shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, further, that, at the Company’s request made within 10 days of the date of such written statement, Executive shall submit to an examination by a doctor selected by the Company who is reasonably acceptable to Executive or Executive’s doctor and such doctor shall have concurred in the conclusion of Executive’s doctor. In the event Executive’s employment under this Agreement is terminated as a result of Executive’s disability, Executive shall receive from the Company, in a lump-sum payment due within 10 days of the effective date of such termination, an amount equal to the base salary payable to Executive pursuant to paragraph 2(a) of this Agreement, for the lesser of the time period then remaining under the Term or one year. The disability benefits provided for in this Agreement are independent of any disability insurance benefits that Executive receives.

               (iii) Termination by the Company for Good Cause. The Company may terminate Executive’s employment upon 10 days prior written notice to Executive for “Good Cause,” which shall mean any one or more of the following: (A) Executive’s willful dishonesty, fraud, or misconduct with respect to the business or affairs of the Company, which materially and adversely affects the operations or reputation of the Company; (B) Executive’s indictment for, conviction of, or guilty plea to a felony crime involving dishonesty or moral turpitude whether or not relating to the Company; or (C) a confirmed positive illegal drug test result. In the event of a termination by the Company for Good Cause, Executive shall have no right to any severance compensation.

               (iv) Termination by the Company Without Good Cause or by Executive with Good Reason. The Company may terminate Executive’s employment without Good Cause during the Term hereof upon the approval of a majority of the members of the Board, excluding Executive if Executive is a member of the Board. Executive may terminate Executive’s employment under this Agreement for Good Reason upon 10 days prior notice to the Company.

                    (A) Result of Termination by the Company without Good Cause or by Executive with Good Reason. Should the Company terminate Executive’s employment without Good Cause or should Executive terminate Executive’s employment with Good Reason during the Term, the Company shall pay to Executive for two years after such termination, on such dates as would otherwise be paid by the Company, a pro rata amount based on the base salary payable to Executive pursuant to paragraph 2(a) of this Agreement. Further, if the Company terminates Executive’s employment without Good Cause or Executive terminates Executive’s employment with Good Reason, (1) the Company shall continue the insurance coverage as specified in paragraph 2(c)(i) or provide comparable coverage by way of making the family medical insurance premium payments contemplated by COBRA or otherwise, in any case for a period of two years after such termination; (2) the Company shall maintain life insurance

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coverage, comparable to that provided immediately prior to termination, for a period of two years thereafter with the beneficiary designated by Executive; and (3) Executive shall be entitled to receive all other accrued but unpaid benefits relating to vacations and other executive perquisites as provided in paragraph 2(c)(iv) through Executive’s last day of employment.

                    (B) Definition of Good Reason. Executive shall have “Good Reason” to terminate Executive’s employment upon the occurrence of any of the following events without Executive’s prior written approval: (1) Executive is demoted by means of a reduction in authority, responsibilities, or duties as provided herein; (2) Executive’s annual base salary for a fiscal year as determined pursuant to paragraph 2 is reduced to a level that is less than the base salary paid to Executive during the prior fiscal year under this Agreement; (3) a change is made in Executive’s bonus (including a reduction in any Targeted Bonus to a level that is less than the Targeted Bonus for Executive during the prior fiscal year under this Agreement) other than as contemplated by paragraph 2(b); (4) the Company breaches a material provision of this Agreement, including paragraph 1(d); or (5) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company or its principal business activities.

               (v) Resignation by Executive Without Good Reason. Executive may, without cause, and without Good Reason terminate Executive’s own employment under this Agreement, effective 30 days after written notice is provided to the Company or such earlier time as any such resignation may be accepted by the Company. If Executive resigns or otherwise terminates Executive’s employment without Good Reason, Executive shall receive no severance compensation.

               (vi) Change in Control of the Company.

                    (A) Possibility of Change in Control. Executive understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of the Company hereunder or that the Company may undergo another type of Change in Control. In the event such a merger or consolidation or other Change in Control is initiated prior to the end of the Term, then the provisions of this paragraph 4(b)(vi) shall be applicable.

                    (B) Termination by Executive. Subject to the exceptions set forth in paragraph 4(b)(vi)(E), if any Change of Control is initiated during Executive’s employment hereunder, Executive may, at Executive’s sole discretion, elect to terminate Executive’s employment under this Agreement by providing written notice to the Company at least five business days at any time prior to or within 12 months after the closing of the transaction giving rise to the Change in Control. In such case, the applicable provisions of paragraph 4(b)(iv) hereof will apply as though the Company had terminated Executive’s employment without Good Cause during the Term and all executive perquisites shall continue for a period of 12 months; however, under such circumstances, the amount of the severance payments due to Executive shall be paid in a lump sum and the non-competition provisions of paragraph 3 hereof shall all apply for a period of 12 months from the effective date of termination.

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                    (C) Effective Date of Change in Control. For purposes of applying paragraph 4 hereof under the circumstances described in 4(b)(vi)(B) above, the effective date of Change in Control will be the closing date of the transaction giving rise to the Change in Control and all compensation, reimbursements, and lump-sum payments due Executive must be paid in full by the Company promptly following Executive’s election to terminate Executive’s employment following such Change in Control.

                    (D) Definition of Change in Control. A “Change in Control” shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, as in effect on the date of this Agreement, or if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, which serve similar purposes; provided further that, without limitation, a Change in Control shall be deemed to have occurred if and when:

                         (1) Turnover of Board. The following individuals no longer constitute a majority of the members of the Board: (A) the individuals who, as of the date of this Agreement, constitute the Board (the “Current Directors”); (B) the individuals who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of all of the Current Directors then still in office (such directors becoming “Additional Directors” immediately following their election); and (C) the individuals who are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of all of the Current Directors and Additional Directors then still in office (such directors also becoming “Additional Directors” immediately following their election);

                         (2) Tender Offer. A tender offer or exchange offer is made whereby the effect of such offer is to take over and control the Company, and such offer is consummated for the equity securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

                         (3) Merger or Consolidation. The stockholders of the Company shall approve a merger, consolidation, recapitalization, or reorganization of the Company, a reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder approval is not obtained, other than any such transaction that would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by the holders of outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or

                         (4) Liquidation or Sale of Assets. The stockholders of the Company shall approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company’s assets to another person, which is not a wholly owned subsidiary of the Company (i.e., 50% or more of the total assets of the Company); or

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                         (5) Stockholdings. Any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under that act), directly or indirectly of more than 30% of the total voting power represented by the Company’s then outstanding voting Securities.

                    (E) Exceptions from Change in Control. A Change in Control shall not be considered to have taken place for purposes of this paragraph 4 in the event that both (1) the Change in Control shall have been specifically approved by all of the Current and Additional Directors (as defined above) and (2) the provisions of this Agreement remain in full force and effect as to Executive.

                    (F) Excess Parachute Payments. In the event that a Change in Control occurs and the aggregate amount of any payments made to Executive hereunder, or pursuant to any plan, program, or policy of the Company in connection with, on account of, or as a result of, such Change in Control constitutes “excess parachute payments” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), subject to the excise tax imposed by Section 4999 of the Code, or any successor sections thereof, Executive shall receive from the Company, in addition to any other amounts payable under this Agreement, a lump sum payment equal to the amount of (i) such excise tax, and (ii) the federal and state income taxes payable by the Executive with respect to any payments made to Executive under this subparagraph (F). Such amount will be due and payable by the Company or its successor within 10 days after Executive delivers a written request for reimbursement accompanied by a copy of Executive’s tax return(s) showing the excise tax actually incurred by Executive.

                    (G) Notification. Executive shall be notified in writing by the Company at any time that the Company anticipates that a Change in Control may take place.

          (c) Payments to Termination Date. Upon termination of Executive’s employment under this Agreement for any reason provided above, Executive shall be entitled to receive all compensation earned and all benefits and reimbursements due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Executive only to the extent and in the manner expressly provided above. All other rights and obligations of the Company and Executive under this Agreement shall cease as of the effective date of termination, except that the Company’s obligations under paragraph 8 (relating to indemnification of Executive) and Executive’s obligations under paragraph 3 (relating to non-competition and non-solicitation, as applicable), paragraph 5 (relating to return of Company property), paragraph 6 (relating to inventions), paragraph 7 (relating to trade secrets), and paragraph 9 (relating to prior agreements) shall survive such termination in accordance with their terms.

          (d) Failure to Pay Executive. If termination of Executive’s employment arises out of the Company’s failure to pay Executive on a timely basis the amounts to which Executive is entitled under this Agreement or as a result of any other breach of this Agreement by the Company, as determined by a court of competent jurisdiction or pursuant to

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the provisions of paragraph 14, the Company shall pay all amounts and damages to which Executive may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expenses and other costs incurred by Executive to enforce Executive’s rights hereunder. Further, none of the provisions of paragraph 3 (relating to non-competition) shall apply in the event Executive’s employment under this Agreement is terminated as a result of a breach by the Company.

          (e) Mitigation. The Company and Executive have mutually agreed that it would be appropriate to mitigate the costs to the Company of any severance arrangements (other than relating to salary or bonus) if Executive accepts other employment, the Company secures insurance or other coverage at its cost, or Executive can obtain coverage under any governmental program without expense to Executive, subject in each case to providing comparable benefits to Executive with no out-of-pocket cost to him. As a result, all medical, disability, and other similar benefits payable to Executive following the termination of Executive’s employment under this Agreement shall be reduced on a dollar-for-dollar basis by (i) any medical, disability, and other similar benefits received by or which may reasonably be receivable by Executive from any subsequent employer, (ii) any governmental benefits available to Executive upon premium payments made or reimbursed by the Company to or on behalf of Executive, or (iii) any insurance, annuity, or comparable payments or coverage furnished by the Company at no cost to Executive as an alternative to the benefits provided by this Agreement.

     5. Return of Company Property. All records, designs, patents, business plans, financial statements, manuals, memoranda, lists, and other property delivered to or compiled by Executive by or on behalf of the Company (or its subsidiaries) or its representatives, vendors, or customers that pertain to the business of the Company (or its subsidiaries) shall be and remain the property of the Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials, and other similar data pertaining to the business, activities, or future plans of the Company (or its subsidiaries) that is collected by Executive shall be delivered promptly to the Company without request by it upon termination of Executive’s employment.

     6. Inventions. Executive shall disclose promptly to the Company any and all significant conceptions and ideas for inventions, improvements, and valuable discoveries, whether patentable or not, which are conceived or made by Executive, solely or jointly with another, during the period of employment, and which are directly related to the business or activities of the Company (or its subsidiaries), and which Executive conceives as a result of Executive’s employment by the Company. Executive hereby assigns and agrees to assign all Executive’s interests therein to the Company or its nominee. Whenever requested to do so by the Company, Executive shall execute any and all applications, assignments, and other instruments that the Company shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect the Company’s interest therein.

     7. Trade Secrets. Executive agrees that Executive will not, during or after the period of employment under this Agreement, disclose the specific terms of the Company’s relationships or agreements with its respective significant vendors or customers, or any other significant and material trade secret of the Company, whether in existence or proposed, to any person, firm, partnership, corporation, or business for any reason or purpose whatsoever.

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     8. Indemnification. In the event Executive is made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by the Company against Executive), by reason of the fact that Executive is or was performing services under this Agreement, then the Company shall indemnify Executive against all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, as actually and reasonably incurred by Executive in connection therewith to the maximum extent permitted by applicable law. The advancement of expenses shall be mandatory. In the event that both Executive and the Company are made a party to the same third-party action, complaint, suit, or proceeding, the Company agrees to engage competent legal representation, and Executive agrees to use the same representation, provided that if counsel selected by the Company shall have a conflict of interest that prevents such counsel from representing Executive, Executive may engage separate counsel and the Company shall pay all attorneys’ fees of such separate counsel. Further, while Executive is expected at all times to use Executive’s best efforts to faithfully discharge Executive’s duties under this Agreement, Executive cannot be held liable to the Company for errors or omissions made in good faith if Executive has not exhibited gross, willful, and wanton negligence and misconduct or performed criminal and fraudulent acts that materially damage the business of the Company. Notwithstanding this paragraph 8, the provision of any written indemnification agreement applicable to the directors and officers of the Company to which Executive shall be a party shall apply rather than this paragraph 8 to the extent inconsistent with this paragraph 8.

     9. No Prior Agreements. Executive hereby represents and warrants to the Company that the execution of this Agreement by Executive and Executive’s employment by the Company and the performance of Executive’s duties hereunder will not violate or be a breach of any agreement with a former employer, client, or any other person or entity. Further, Executive agrees to indemnify the Company for any claim, including, but not limited to, attorneys’ fees and expenses of investigation, by any such third party that such third party may now have or may hereafter come to have against the Company based upon or arising out of any non-competition, invention, or secrecy agreement between Executive and such third party that was in existence as of the date of this Agreement.

     10. Assignment; Binding Effect. Executive understands that Executive is being employed by the Company on the basis of Executive’s personal qualifications, experience, and skills. Executive agrees, therefore, Executive cannot assign all or any portion of Executive’s performance under this Agreement. Subject to the preceding two (2) sentences and the express provisions of paragraph 11 below, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, successors, and assigns.

     11. Complete Agreement. This Agreement is not a promise of future employment. Except as specifically provided herein, Executive has no oral representations, understandings, or agreements with the Company or any of its officers, directors, or representatives covering the same subject matter as this Agreement. This written Agreement is the final, complete, and exclusive statement and expression of the agreement between the Company and Executive and of all the terms of this Agreement, and it cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreements. This written Agreement may not be later modified except by a further writing

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signed by a duly authorized officer of the Company and Executive, and no term of this Agreement may be waived except by writing signed by the party waiving the benefit of such term. This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between the Company and Executive.

     12. Notice. Whenever any notice is required hereunder, it shall be given in writing addressed as follows:

To the Company:	1600 N. Desert Drive
	Tempe, Arizona 85251
	Attention: Corporate Secretary
To Executive:	To the residence address of Executive
	as shown in the records of the Company

     Notice shall be deemed given and effective on the earlier of three (3) days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail, certified, return receipt requested, or when actually received. Either party may change the address for notice by notifying the other party of such change in accordance with this paragraph 12.

     13. Severability; Headings. If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of the Agreement or of any part hereof.

     14. No Participation in Severance Plans. Except as contemplated by this Agreement, Executive acknowledges and agrees that the compensation and other benefits set forth in this Agreement are and shall be in lieu of any compensation or other benefits that may otherwise be payable to or on behalf of Executive pursuant to the terms of any severance pay arrangement of the Company or any affiliate thereof, or any other similar arrangement of the Company or any affiliates thereof providing for benefits upon involuntary termination of employment.

     15. Governing Law. This Agreement shall in all respects be construed according to the laws of the state of Arizona, notwithstanding the conflict of laws provisions of such state.

     16. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. This Agreement may be executed by facsimile, PDF, or other electronic means.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

BRILLIAN CORPORATION
By:	/s/ Vincent F. Sollitto Jr.
Title	President & CEO
Name:	Vincent F. Sollitto Jr.
Its:	President & CEO
EXECUTIVE:
/s/ Wayne Pratt
Wayne Pratt

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EX-10.27

EXHIBIT 10.27

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and between BRILLIAN CORPORATION, a Delaware corporation (the “Company”), and JAMES LI (“Executive”) is effective as of the Effective Date as defined herein.

RECITALS

     A. The Company is planning to enter into an Agreement and Plan of Reorganization (the “Merger Agreement”) with Syntax Corporation, a California corporation (“Syntax”) as a result of which Syntax would become a wholly owned subsidiary of the Company (the “Merger”).

     B. The Merger Agreement requires that Executive enter into an employment agreement with the Company to take effect on the effective date of the Merger defined in the Merger Agreement (the “Effective Date”).

     C. Following the Merger, the Company will conduct the business conducted by the Company and Syntax prior to the Merger (the “Business”).

     D. The Company maintains its executive offices in Tempe, Arizona but Executive may render a portion of Executive’s services to the Company in California.

     E. The Company desires to employ Executive, and Executive desires to accept such employment, pursuant to the terms and conditions set forth in this Agreement, which on the Effective Date shall replace any existing employment arrangements between the Company or Syntax and Executive.

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set forth herein and the performance of each, it is hereby agreed as follows:

     1. Employment and Duties.

          (a) Employment. The Company hereby employs Executive, and Executive hereby agrees to act, as the President and COO of the Company. As such, Executive shall have responsibilities, duties, and authority reasonably accorded to, expected of, and consistent with Executive’s position. Executive hereby accepts this employment upon the terms and conditions herein contained and agrees to devote Executive’s best efforts and, subject to paragraph l(c) hereof, substantially all of Executive’s business time and attention to promote and further the business of the Company. Executive shall provide such services to the Company’s subsidiaries as may be requested from time to time by the Board of Directors without additional compensation.

          (b) Policies. Executive shall faithfully adhere to, execute, and fulfill all lawful policies established by the Company.

          (c) Other Activities. Executive shall not, during the term of Executive’s employment hereunder, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive’s duties and responsibilities hereunder. The foregoing limitations shall not be construed as prohibiting Executive from (i) making personal investments in such form or manner as will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive’s duties to the Company; (ii) serving on any civic or charitable boards or committees; (iii) delivering lectures or fulfilling speaking engagements; or (iii) serving, on the boards of directors of public corporations on which Executive currently serves and with the written approval of the Board, as a director of one or more other public corporations, in each case so long as any such new activities do not significantly interfere with the performance of Executive’s responsibilities under this Agreement.

          (d) Place of Performance. Executive shall not be required by the Company or by the performance of Executive’s duties under this Agreement either to relocate Executive’s primary residence or to perform Executive’s principal duties at a work location more than 25 miles from the principal office at which Executive rendered services on July 11, 2005.

     2. Compensation. For all services rendered by Executive, the Company shall compensate Executive as follows:

          (a) Base Salary. Effective on the Effective Date, the base salary payable to Executive shall be $240,000 per year, payable on a regular basis in accordance with the Company’s standard payroll procedures, but not less than monthly. On at least an annual basis, the Board or a committee of the Board shall review Executive’s performance and may make changes to such base salary if, in its sole discretion, any such change is warranted. In no event, however, shall Executive’s base salary be reduced to a level below the base salary provided for in this Agreement.

          (b) Bonus or other Incentive Compensation. Executive shall be eligible to receive a bonus or other incentive compensation as may be determined by the Board or a committee of the Board based upon such factors as the Board or such committee, in its sole discretion, may deem relevant, including, without limitation, the performance of Executive and the Company; provided, however, that the Board or a committee of the Board shall establish for each fiscal year of the Company either (i) a bonus program in which Executive shall be entitled to participate, which provides Executive with a reasonable opportunity, based on the past compensation practices of the Company and Executive’s then base salary, to maintain or increase Executive’s total compensation compared to the previous fiscal year or (ii) a targeted bonus based on such factors as the Board may determine (the “Targeted Bonus”).

          (c) Executive Perquisites, Benefits, and Other Compensation. Executive shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below:

               (i) Insurance Coverage. Payment of all premiums for coverage for Executive and Executive’s dependent family members under all health,

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hospitalization, disability, dental, life, and other insurance plans that the Company may have in effect from time to time, with the benefits provided to Executive to be on terms no less favorable than the benefits provided to other Company executive officers but with any generally applicable limitations, such as co-payment provisions.

               (ii) Reimbursement for Expenses. Reimbursement for business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of Executive’s services under this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Executive upon submission of any request for reimbursement and shall be in a format and manner consistent with the Company’s expense reporting policy.

               (iii) Vacation. Paid vacation in accordance with the applicable policy of the Company as in effect from time to time for senior executives, but in no event shall Executive be entitled to less than two weeks paid vacation per year.

               (iv) Other Executive Perquisites. The Company shall provide Executive with other executive perquisites as may be made available to or deemed appropriate for Executive by the Board or a committee of the Board and participation in all other Company-wide employee benefits as are available to the Company’s executives from time to time, including any plans, programs, or arrangements relating to retirement, deferred compensation, profit sharing, 401(k), and employee stock ownership. Any options granted after the date hereof to Executive to purchase Common Stock of the Company shall provide by their terms that such options shall vest immediately upon, and shall be exercisable for a period of two years after, a termination of employment of Executive by the Company without Good Cause, by Executive with Good Reason, or as a result of a Change in Control.

       3. Non-Competition Agreement.

          (a) Non-Competition. Notwithstanding the provisions of California law, including, without limitation, Bus. & Prof. Code Secs. 16600 et. seq. and 17200 et. sec., the parties agree that, during the period of Executive’s employment by the Company, and for a period equal to the time during or for which severance payments are being made by the Company to Executive in accordance with this Agreement, Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person:

               (i) Other Activities. Engage, as an officer, director, shareholder, owner, principal, partner, lender, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any Competitive Business within the Restricted Territory;

               (ii) Solicitation of Employees. Call upon any person who is, at that time, within the Restricted Territory, an employee of the Company or any of its subsidiaries, in a managerial or supervisory capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company or any of its subsidiaries;

               (iii) Solicitation of Customers. Call upon any person who is, at that time, or who has been, within one year prior to that time, a customer of the Company or

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any of its subsidiaries, within the Restricted Territory for the purpose of soliciting or selling products or services in direct competition with the Company or any of its subsidiaries within the Restricted Territory;

               (iv) Solicitation of Acquisition Candidates. Call upon any prospective acquisition candidate, on Executive’s own behalf or on behalf of any person, which candidate was, to Executive’s knowledge after due inquiry, either called upon by the Company, or for which the Company made an acquisition analysis, for the purpose of acquiring such candidate.

          (b) Certain Definitions. As used in this Agreement, the following terms shall have the meanings ascribed to them:

               (i) Competitive Business shall mean any person that engages in a business the same as, similar to, or in direct competition with the Business;

               (ii) person shall mean any individual, corporation, limited liability company, partnership, firm, or other business of whatever nature;

               (iii) Restricted Territory shall mean any jurisdiction in which the Company or any subsidiary of the Company maintains any facilities, sells any products, or provides any services; and

               (iv) subsidiary shall mean the Company’s consolidated subsidiaries, including corporations, partnerships, limited liability companies, and any other business organization in which the Company holds at least a fifty percent (50%) equity interest.

          (c) Enforcement. Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants in this paragraph 3, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Executive agrees that the foregoing covenants may be enforced by the Company in the event of breach by Executive, by injunctions and restraining orders.

          (d) Reasonable Restraint. In agreeing to the period of non-competition as set forth herein, Executive acknowledges that he has had the opportunity to speak with counsel of his choice in connection with the force and effect of this waiver, and that he is aware that he is waiving rights under California law to contest the imposition of a non-competition agreement. In agreeing to be bound hereby, Executive is accepting the consideration extended to him in exchange for a knowing waiver of his rights, and as full and complete consideration for this waiver, and acknowledges the adequacy of such consideration. Both parties agree that Executive’s agreement to this term constitutes a substantial and material term to the Company, without which the Company would not enter into this Agreement or extend this offer of employment to Executive. Executive agrees that the Company may seek and secure an injunction against Executive in order to enforce the terms hereof in the event that Executive breaches this provision. Executive acknowledges that the scope of the non- competition clause is reasonable in scope and will not preclude him from seeking gainful employment in alternative fields. To the extent that any court of competent jurisdiction

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determines that the non-competition provisions are unreasonable, it is the intent of the parties to enforce the terms hereof to the full extent held reasonable.

          (e) Other Activities. It is further agreed by the parties that, in the event that Executive shall cease to be employed hereunder and enters into a business or pursues other activities not in competition with the Company (including the Company’s subsidiaries), or similar activities or business in locations, the operation of which, under such circumstances, does not violate this paragraph 3, and in any event such new business, activities, or location are not in violation of this paragraph 3 or of Executive’s obligations under this paragraph 3, if any, Executive shall not be chargeable with a violation of this paragraph 3 if the Company (including the Company’s subsidiaries) shall thereafter enter the same, similar, or a competitive (i) business, (ii) course of activities, or (iii) location, as applicable.

          (f) Separate Covenants. The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time, or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that the court deems reasonable, and the Agreement shall thereby be reformed.

          (g) Independent Agreement. All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Executive made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this paragraph 3.

     4. Term; Termination; Rights on Termination.

          (a) Term. The term of Executive’s employment under this Agreement (the “Term”) shall be from the Effective Date until the date that is two years from the Effective Date.

          (b) Termination. Executive’s employment under this Agreement may be terminated in any one of the followings ways:

               (i) Death of Executive. The employment of Executive shall terminate immediately upon Executive’s death provided that the Company shall, for a period of 12 months following such death, pay to the estate of Executive an amount equal to Executive’s base salary and continue to pay all premiums for coverage for Executive’s dependent family members under all health, hospitalization, disability, dental, life, and other insurance plans that the Company maintained at the time of Executive’s death.

               (ii) Disability of Executive. If, as a result of incapacity due to physical or mental illness or injury, Executive shall have been absent from Executive’s full-time

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duties hereunder for six consecutive months, then 30 days after giving written notice to Executive (which notice may occur before or after the end of such six month-period, but which shall not be effective earlier than the last day of such six month-period), the Company may terminate Executive’s employment provided Executive is unable to resume Executive’s full-time duties at the conclusion of such notice period. Also, Executive may terminate Executive’s employment if Executive’s health should become impaired to an extent that makes the continued performance of Executive’s duties hereunder hazardous to Executive’s physical or mental health or Executive’s life, provided that Executive shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, further, that, at the Company’s request made within 10 days of the date of such written statement, Executive shall submit to an examination by a doctor selected by the Company who is reasonably acceptable to Executive or Executive’s doctor and such doctor shall have concurred in the conclusion of Executive’s doctor. In the event Executive’s employment under this Agreement is terminated as a result of Executive’s disability, Executive shall receive from the Company, in a lump-sum payment due within 10 days of the effective date of such termination, an amount equal to the base salary payable to Executive pursuant to paragraph 2(a) of this Agreement, for the lesser of the time period then remaining under the Term or one year. The disability benefits provided for in this Agreement are independent of any disability insurance benefits that Executive receives.

               (iii) Termination by the Company for Good Cause. The Company may terminate Executive’s employment upon 10 days prior written notice to Executive for “Good Cause,” which shall mean any one or more of the following: (A) Executive’s willful dishonesty, fraud, or misconduct with respect to the business or affairs of the Company, which materially and adversely affects the operations or reputation of the Company; (B) Executive’s indictment for, conviction of, or guilty plea to a felony crime involving dishonesty or moral turpitude whether or not relating to the Company; or (C) a confirmed positive illegal drug test result. In the event of a termination by the Company for Good Cause, Executive shall have no right to any severance compensation.

               (iv) Termination by the Company Without Good Cause or by Executive with Good Reason. The Company may terminate Executive’s employment without Good Cause during the Term hereof upon the approval of a majority of the members of the Board, excluding Executive if Executive is a member of the Board. Executive may terminate Executive’s employment under this Agreement for Good Reason upon 10 days prior notice to the Company.

                    (A) Result of Termination by the Company without Good Cause or by Executive with Good Reason. Should the Company terminate Executive’s employment without Good Cause or should Executive terminate Executive’s employment with Good Reason during the Term, the Company shall pay to Executive for two years after such termination, on such dates as would otherwise be paid by the Company, a pro rata amount based on the base salary payable to Executive pursuant to paragraph 2(a) of this Agreement. Further, if the Company terminates Executive’s employment without Good Cause or Executive terminates Executive’s employment with Good Reason, (1) the Company shall continue the insurance coverage as specified in paragraph 2(c)(i) or provide comparable coverage by way of making the family medical insurance premium payments contemplated by COBRA or otherwise, in any case for a period of two years after such termination; (2) the Company shall maintain life insurance

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coverage, comparable to that provided immediately prior to termination, for a period of two years thereafter with the beneficiary designated by Executive; and (3) Executive shall be entitled to receive all other accrued but unpaid benefits relating to vacations and other executive perquisites as provided in paragraph 2(c)(iv) through Executive’s last day of employment.

                    (B) Definition of Good Reason. Executive shall have “Good Reason” to terminate Executive’s employment upon the occurrence of any of the following events without Executive’s prior written approval: (1) Executive is demoted by means of a reduction in authority, responsibilities, or duties as provided herein; (2) Executive’s annual base salary for a fiscal year as determined pursuant to paragraph 2 is reduced to a level that is less than the base salary paid to Executive during the prior fiscal year under this Agreement; (3) a change is made in Executive’s bonus (including a reduction in any Targeted Bonus to a level that is less than the Targeted Bonus for Executive during the prior fiscal year under this Agreement) other than as contemplated by paragraph 2(b); (4) the Company breaches a material provision of this Agreement, including paragraph 1(d); or (5) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company or its principal business activities.

               (v) Resignation by Executive Without Good Reason. Executive may, without cause, and without Good Reason terminate Executive’s own employment under this Agreement, effective 30 days after written notice is provided to the Company or such earlier time as any such resignation may be accepted by the Company. If Executive resigns or otherwise terminates Executive’s employment without Good Reason, Executive shall receive no severance compensation.

               (vi) Change in Control of the Company.

                    (A) Possibility of Change in Control. Executive understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of the Company hereunder or that the Company may undergo another type of Change in Control. In the event such a merger or consolidation or other Change in Control is initiated prior to the end of the Term, then the provisions of this paragraph 4(b)(vi) shall be applicable.

                    (B) Termination by Executive. Subject to the exceptions set forth in paragraph 4(b)(vi)(E), if any Change of Control is initiated during Executive’s employment hereunder, Executive may, at Executive’s sole discretion, elect to terminate Executive’s employment under this Agreement by providing written notice to the Company at least five business days at any time prior to or within 12 months after the closing of the transaction giving rise to the Change in Control. In such case, the applicable provisions of paragraph 4(b)(iv) hereof will apply as though the Company had terminated Executive’s employment without Good Cause during the Term and all executive perquisites shall continue for a period of 12 months; however, under such circumstances, the amount of the severance payments due to Executive shall be paid in a lump sum and the non-competition provisions of paragraph 3 hereof shall all apply for a period of 12 months from the effective date of termination.

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                    (C) Effective Date of Change in Control. For purposes of applying paragraph 4 hereof under the circumstances described in 4(b)(vi)(B) above, the effective date of Change in Control will be the closing date of the transaction giving rise to the Change in Control and all compensation, reimbursements, and lump-sum payments due Executive must be paid in full by the Company promptly following Executive’s election to terminate Executive’s employment following such Change in Control.

                    (D) Definition of Change in Control. A “Change in Control” shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, as in effect on the date of this Agreement, or if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, which serve similar purposes; provided further that, without limitation, a Change in Control shall be deemed to have occurred if and when:

                         (1) Turnover of Board. The following individuals no longer constitute a majority of the members of the Board: (A) the individuals who, as of the date of this Agreement, constitute the Board (the “Current Directors”); (B) the individuals who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of all of the Current Directors then still in office (such directors becoming “Additional Directors” immediately following their election); and (C) the individuals who are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of all of the Current Directors and Additional Directors then still in office (such directors also becoming “Additional Directors” immediately following their election);

                         (2) Tender Offer. A tender offer or exchange offer is made whereby the effect of such offer is to take over and control the Company, and such offer is consummated for the equity securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

                         (3) Merger or Consolidation. The stockholders of the Company shall approve a merger, consolidation, recapitalization, or reorganization of the Company, a reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder approval is not obtained, other than any such transaction that would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by the holders of outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or

                         (4) Liquidation or Sale of Assets. The stockholders of the Company shall approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company’s assets to another person, which is not a wholly owned subsidiary of the Company (i.e., 50% or more of the total assets of the Company); or

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                         (5) Stockholdings. Any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under that act), directly or indirectly of more than 30% of the total voting power represented by the Company’s then outstanding voting Securities.

                    (E) Exceptions from Change in Control. A Change in Control shall not be considered to have taken place for purposes of this paragraph 4 in the event that both (1) the Change in Control shall have been specifically approved by all of the Current and Additional Directors (as defined above) and (2) the provisions of this Agreement remain in full force and effect as to Executive.

                    (F) Excess Parachute Payments. In the event that a Change in Control occurs and the aggregate amount of any payments made to Executive hereunder, or pursuant to any plan, program, or policy of the Company in connection with, on account of, or as a result of, such Change in Control constitutes “excess parachute payments” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), subject to the excise tax imposed by Section 4999 of the Code, or any successor sections thereof, Executive shall receive from the Company, in addition to any other amounts payable under this Agreement, a lump sum payment equal to the amount of (i) such excise tax, and (ii) the federal and state income taxes payable by the Executive with respect to any payments made to Executive under this subparagraph (F). Such amount will be due and payable by the Company or its successor within 10 days after Executive delivers a written request for reimbursement accompanied by a copy of Executive’s tax return(s) showing the excise tax actually incurred by Executive.

                    (G) Notification. Executive shall be notified in writing by the Company at any time that the Company anticipates that a Change in Control may take place.

          (c) Payments to Termination Date. Upon termination of Executive’s employment under this Agreement for any reason provided above, Executive shall be entitled to receive all compensation earned and all benefits and reimbursements due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Executive only to the extent and in the manner expressly provided above. All other rights and obligations of the Company and Executive under this Agreement shall cease as of the effective date of termination, except that the Company’s obligations under paragraph 8 (relating to indemnification of Executive) and Executive’s obligations under paragraph 3 (relating to non-competition and non-solicitation, as applicable), paragraph 5 (relating to return of Company property), paragraph 6 (relating to inventions), paragraph 7 (relating to trade secrets), and paragraph 9 (relating to prior agreements) shall survive such termination in accordance with their terms.

          (d) Failure to Pay Executive. If termination of Executive’s employment arises out of the Company’s failure to pay Executive on a timely basis the amounts to which Executive is entitled under this Agreement or as a result of any other breach of this Agreement by the Company, as determined by a court of competent jurisdiction or pursuant to

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the provisions of paragraph 14, the Company shall pay all amounts and damages to which Executive may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expenses and other costs incurred by Executive to enforce Executive’s rights hereunder. Further, none of the provisions of paragraph 3 (relating to non-competition) shall apply in the event Executive’s employment under this Agreement is terminated as a result of a breach by the Company.

          (e) Mitigation. The Company and Executive have mutually agreed that it would be appropriate to mitigate the costs to the Company of any severance arrangements (other than relating to salary or bonus) if Executive accepts other employment, the Company secures insurance or other coverage at its cost, or Executive can obtain coverage under any governmental program without expense to Executive, subject in each case to providing comparable benefits to Executive with no out-of-pocket cost to him. As a result, all medical, disability, and other similar benefits payable to Executive following the termination of Executive’s employment under this Agreement shall be reduced on a dollar-for-dollar basis by (i) any medical, disability, and other similar benefits received by or which may reasonably be receivable by Executive from any subsequent employer, (ii) any governmental benefits available to Executive upon premium payments made or reimbursed by the Company to or on behalf of Executive, or (iii) any insurance, annuity, or comparable payments or coverage furnished by the Company at no cost to Executive as an alternative to the benefits provided by this Agreement.

     5. Return of Company Property. All records, designs, patents, business plans, financial statements, manuals, memoranda, lists, and other property delivered to or compiled by Executive by or on behalf of the Company (or its subsidiaries) or its representatives, vendors, or customers that pertain to the business of the Company (or its subsidiaries) shall be and remain the property of the Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials, and other similar data pertaining to the business, activities, or future plans of the Company (or its subsidiaries) that is collected by Executive shall be delivered promptly to the Company without request by it upon termination of Executive’s employment.

     6. Inventions. Executive shall disclose promptly to the Company any and all significant conceptions and ideas for inventions, improvements, and valuable discoveries, whether patentable or not, which are conceived or made by Executive, solely or jointly with another, during the period of employment, and which are directly related to the business or activities of the Company (or its subsidiaries), and which Executive conceives as a result of Executive’s employment by the Company. Executive hereby assigns and agrees to assign all Executive’s interests therein to the Company or its nominee. Whenever requested to do so by the Company, Executive shall execute any and all applications, assignments, and other instruments that the Company shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect the Company’s interest therein.

     7. Trade Secrets. Executive agrees that Executive will not, during or after the period of employment under this Agreement, disclose the specific terms of the Company’s relationships or agreements with its respective significant vendors or customers, or any other significant and material trade secret of the Company, whether in existence or proposed, to any person, firm, partnership, corporation, or business for any reason or purpose whatsoever.

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     8. Indemnification. In the event Executive is made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by the Company against Executive), by reason of the fact that Executive is or was performing services under this Agreement, then the Company shall indemnify Executive against all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, as actually and reasonably incurred by Executive in connection therewith to the maximum extent permitted by applicable law. The advancement of expenses shall be mandatory. In the event that both Executive and the Company are made a party to the same third-party action, complaint, suit, or proceeding, the Company agrees to engage competent legal representation, and Executive agrees to use the same representation, provided that if counsel selected by the Company shall have a conflict of interest that prevents such counsel from representing Executive, Executive may engage separate counsel and the Company shall pay all attorneys’ fees of such separate counsel. Further, while Executive is expected at all times to use Executive’s best efforts to faithfully discharge Executive’s duties under this Agreement, Executive cannot be held liable to the Company for errors or omissions made in good faith if Executive has not exhibited gross, willful, and wanton negligence and misconduct or performed criminal and fraudulent acts that materially damage the business of the Company. Notwithstanding this paragraph 8, the provision of any written indemnification agreement applicable to the directors and officers of the Company to which Executive shall be a party shall apply rather than this paragraph 8 to the extent inconsistent with this paragraph 8.

     9. No Prior Agreements. Executive hereby represents and warrants to the Company that the execution of this Agreement by Executive and Executive’s employment by the Company and the performance of Executive’s duties hereunder will not violate or be a breach of any agreement with a former employer, client, or any other person or entity. Further, Executive agrees to indemnify the Company for any claim, including, but not limited to, attorneys’ fees and expenses of investigation, by any such third party that such third party may now have or may hereafter come to have against the Company based upon or arising out of any non-competition, invention, or secrecy agreement between Executive and such third party that was in existence as of the date of this Agreement.

     10. Assignment; Binding Effect. Executive understands that Executive is being employed by the Company on the basis of Executive’s personal qualifications, experience, and skills. Executive agrees, therefore, Executive cannot assign all or any portion of Executive’s performance under this Agreement. Subject to the preceding two (2) sentences and the express provisions of paragraph 11 below, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, successors, and assigns.

     11. Complete Agreement. This Agreement is not a promise of future employment. Except as specifically provided herein, Executive has no oral representations, understandings, or agreements with the Company or any of its officers, directors, or representatives covering the same subject matter as this Agreement. This written Agreement is the final, complete, and exclusive statement and expression of the agreement between the Company and Executive and of all the terms of this Agreement, and it cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreements. This written Agreement may not be later modified except by a further writing

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signed by a duly authorized officer of the Company and Executive, and no term of this Agreement may be waived except by writing signed by the party waiving the benefit of such term. This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between the Company and Executive.

     12. Notice. Whenever any notice is required hereunder, it shall be given in writing addressed as follows:

To the Company:	1600 N. Desert Drive
	Tempe, Arizona 85251
	Attention: Corporate Secretary
To Executive:	To the residence address of Executive
	as shown in the records of the Company

     Notice shall be deemed given and effective on the earlier of three (3) days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail, certified, return receipt requested, or when actually received. Either party may change the address for notice by notifying the other party of such change in accordance with this paragraph 12.

     13. Severability; Headings. If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of the Agreement or of any part hereof.

     14. No Participation in Severance Plans. Except as contemplated by this Agreement, Executive acknowledges and agrees that the compensation and other benefits set forth in this Agreement are and shall be in lieu of any compensation or other benefits that may otherwise be payable to or on behalf of Executive pursuant to the terms of any severance pay arrangement of the Company or any affiliate thereof, or any other similar arrangement of the Company or any affiliates thereof providing for benefits upon involuntary termination of employment.

     15. Governing Law. This Agreement shall in all respects be construed according to the laws of the state of California, notwithstanding the conflict of laws provisions of such state.

     16. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. This Agreement may be executed by facsimile, PDF, or other electronic means.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

BRILLIAN CORPORATION
By:	/s/ Vincent F. Sollitto Jr.
Title	President & CEO
Name:	Vincent F. Sollitto Jr.
Its:	President & CEO
EXECUTIVE:
/s/ James Li
James Li

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EX-10.28

EXHIBIT 10.28

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and between BRILLIAN CORPORATION, a Delaware corporation (the “Company”), and THOMAS CHOW (“Executive”) is effective as of the Effective Date as defined herein.

RECITALS

     A. The Company is planning to enter into an Agreement and Plan of Reorganization (the “Merger Agreement”) with Syntax Corporation, a California corporation (“Syntax”) as a result of which Syntax would become a wholly owned subsidiary of the Company (the “Merger”).

     B. The Merger Agreement requires that Executive enter into an employment agreement with the Company to take effect on the effective date of the Merger defined in the Merger Agreement (the “Effective Date”).

     C. Following the Merger, the Company will conduct the business conducted by the Company and Syntax prior to the Merger (the “Business”).

     D. The Company maintains its executive offices in Tempe, Arizona but Executive may render a portion of Executive’s services to the Company in California.

     E. The Company desires to employ Executive, and Executive desires to accept such employment, pursuant to the terms and conditions set forth in this Agreement, which on the Effective Date shall replace any existing employment arrangements between the Company or Syntax and Executive.

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set forth herein and the performance of each, it is hereby agreed as follows:

     1. Employment and Duties.

          (a) Employment. The Company hereby employs Executive, and Executive hereby agrees to act, as the Chief Procurement Officer of the Company. As such, Executive shall have responsibilities, duties, and authority reasonably accorded to, expected of, and consistent with Executive’s position. Executive hereby accepts this employment upon the terms and conditions herein contained and agrees to devote Executive’s best efforts and, subject to paragraph l(c) hereof, substantially all of Executive’s business time and attention to promote and further the business of the Company. Executive shall provide such services to the Company’s subsidiaries as may be requested from time to time by the Board of Directors without additional compensation.

          (b) Policies. Executive shall faithfully adhere to, execute, and fulfill all lawful policies established by the Company.

          (c) Other Activities. Executive shall not, during the term of Executive’s employment hereunder, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive’s duties and responsibilities hereunder. The foregoing limitations shall not be construed as prohibiting Executive from (i) making personal investments in such form or manner as will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive’s duties to the Company; (ii) serving on any civic or charitable boards or committees; (iii) delivering lectures or fulfilling speaking engagements; or (iii) serving, on the boards of directors of public corporations on which Executive currently serves and with the written approval of the Board, as a director of one or more other public corporations, in each case so long as any such new activities do not significantly interfere with the performance of Executive’s responsibilities under this Agreement.

          (d) Place of Performance. Executive shall not be required by the Company or by the performance of Executive’s duties under this Agreement either to relocate Executive’s primary residence or to perform Executive’s principal duties at a work location more than 25 miles from the principal office at which Executive rendered services on July 11, 2005.

     2. Compensation. For all services rendered by Executive, the Company shall compensate Executive as follows:

          (a) Base Salary. Effective on the Effective Date, the base salary payable to Executive shall be $220,000 per year, payable on a regular basis in accordance with the Company’s standard payroll procedures, but not less than monthly. On at least an annual basis, the Board or a committee of the Board shall review Executive’s performance and may make changes to such base salary if, in its sole discretion, any such change is warranted. In no event, however, shall Executive’s base salary be reduced to a level below the base salary provided for in this Agreement.

          (b) Bonus or other Incentive Compensation. Executive shall be eligible to receive a bonus or other incentive compensation as may be determined by the Board or a committee of the Board based upon such factors as the Board or such committee, in its sole discretion, may deem relevant, including, without limitation, the performance of Executive and the Company; provided, however, that the Board or a committee of the Board shall establish for each fiscal year of the Company either (i) a bonus program in which Executive shall be entitled to participate, which provides Executive with a reasonable opportunity, based on the past compensation practices of the Company and Executive’s then base salary, to maintain or increase Executive’s total compensation compared to the previous fiscal year or (ii) a targeted bonus based on such factors as the Board may determine (the “Targeted Bonus”).

          (c) Executive Perquisites, Benefits, and Other Compensation. Executive shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below:

               (i) Insurance Coverage. Payment of all premiums for coverage for Executive and Executive’s dependent family members under all health,

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hospitalization, disability, dental, life, and other insurance plans that the Company may have in effect from time to time, with the benefits provided to Executive to be on terms no less favorable than the benefits provided to other Company executive officers but with any generally applicable limitations, such as co-payment provisions.

               (ii) Reimbursement for Expenses. Reimbursement for business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of Executive’s services under this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Executive upon submission of any request for reimbursement and shall be in a format and manner consistent with the Company’s expense reporting policy.

               (iii) Vacation. Paid vacation in accordance with the applicable policy of the Company as in effect from time to time for senior executives, but in no event shall Executive be entitled to less than two weeks paid vacation per year.

               (iv) Other Executive Perquisites. The Company shall provide Executive with other executive perquisites as may be made available to or deemed appropriate for Executive by the Board or a committee of the Board and participation in all other Company-wide employee benefits as are available to the Company’s executives from time to time, including any plans, programs, or arrangements relating to retirement, deferred compensation, profit sharing, 401(k), and employee stock ownership. Any options granted after the date hereof to Executive to purchase Common Stock of the Company shall provide by their terms that such options shall vest immediately upon, and shall be exercisable for a period of two years after, a termination of employment of Executive by the Company without Good Cause, by Executive with Good Reason, or as a result of a Change in Control.

     3. Non-Competition Agreement.

          (a) Non-Competition. Notwithstanding the provisions of California law, including, without limitation, Bus. & Prof. Code Secs. 16600 et. seq. and 17200 et. sec., the parties agree that, during the period of Executive’s employment by the Company, and for a period equal to the time during or for which severance payments are being made by the Company to Executive in accordance with this Agreement, Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person:

               (i) Other Activities. Engage, as an officer, director, shareholder, owner, principal, partner, lender, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any Competitive Business within the Restricted Territory;

               (ii) Solicitation of Employees. Call upon any person who is, at that time, within the Restricted Territory, an employee of the Company or any of its subsidiaries, in a managerial or supervisory capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company or any of its subsidiaries;

               (iii) Solicitation of Customers. Call upon any person who is, at that time, or who has been, within one year prior to that time, a customer of the Company or

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any of its subsidiaries, within the Restricted Territory for the purpose of soliciting or selling products or services in direct competition with the Company or any of its subsidiaries within the Restricted Territory;

               (iv) Solicitation of Acquisition Candidates. Call upon any prospective acquisition candidate, on Executive’s own behalf or on behalf of any person, which candidate was, to Executive’s knowledge after due inquiry, either called upon by the Company, or for which the Company made an acquisition analysis, for the purpose of acquiring such candidate.

          (b) Certain Definitions. As used in this Agreement, the following terms shall have the meanings ascribed to them:

               (i) Competitive Business shall mean any person that engages in a business the same as, similar to, or in direct competition with the Business;

               (ii) person shall mean any individual, corporation, limited liability company, partnership, firm, or other business of whatever nature;

               (iii) Restricted Territory shall mean any jurisdiction in which the Company or any subsidiary of the Company maintains any facilities, sells any products, or provides any services; and

               (iv) subsidiary shall mean the Company’s consolidated subsidiaries, including corporations, partnerships, limited liability companies, and any other business organization in which the Company holds at least a fifty percent (50%) equity interest.

          (c) Enforcement. Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants in this paragraph 3, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Executive agrees that the foregoing covenants may be enforced by the Company in the event of breach by Executive, by injunctions and restraining orders.

          (d) Reasonable Restraint. In agreeing to the period of non-competition as set forth herein, Executive acknowledges that he has had the opportunity to speak with counsel of his choice in connection with the force and effect of this waiver, and that he is aware that he is waiving rights under California law to contest the imposition of a non-competition agreement. In agreeing to be bound hereby, Executive is accepting the consideration extended to him in exchange for a knowing waiver of his rights, and as full and complete consideration for this waiver, and acknowledges the adequacy of such consideration. Both parties agree that Executive’s agreement to this term constitutes a substantial and material term to the Company, without which the Company would not enter into this Agreement or extend this offer of employment to Executive. Executive agrees that the Company may seek and secure an injunction against Executive in order to enforce the terms hereof in the event that Executive breaches this provision. Executive acknowledges that the scope of the non-competition clause is reasonable in scope and will not preclude him from seeking gainful employment in alternative fields. To the extent that any court of competent jurisdiction

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determines that the non-competition provisions are unreasonable, it is the intent of the parties to enforce the terms hereof to the full extent held reasonable.

          (e) Other Activities. It is further agreed by the parties that, in the event that Executive shall cease to be employed hereunder and enters into a business or pursues other activities not in competition with the Company (including the Company’s subsidiaries), or similar activities or business in locations, the operation of which, under such circumstances, does not violate this paragraph 3, and in any event such new business, activities, or location are not in violation of this paragraph 3 or of Executive’s obligations under this paragraph 3, if any, Executive shall not be chargeable with a violation of this paragraph 3 if the Company (including the Company’s subsidiaries) shall thereafter enter the same, similar, or a competitive (i) business, (ii) course of activities, or (iii) location, as applicable.

          (f) Separate Covenants. The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time, or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that the court deems reasonable, and the Agreement shall thereby be reformed.

          (g) Independent Agreement. All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Executive made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this paragraph 3.

     4. Term; Termination; Rights on Termination.

          (a) Term. The term of Executive’s employment under this Agreement (the “Term”) shall be from the Effective Date until the date that is two years from the Effective Date.

          (b) Termination. Executive’s employment under this Agreement may be terminated in any one of the followings ways:

               (i) Death of Executive. The employment of Executive shall terminate immediately upon Executive’s death provided that the Company shall, for a period of 12 months following such death, pay to the estate of Executive an amount equal to Executive’s base salary and continue to pay all premiums for coverage for Executive’s dependent family members under all health, hospitalization, disability, dental, life, and other insurance plans that the Company maintained at the time of Executive’s death.

               (ii) Disability of Executive. If, as a result of incapacity due to physical or mental illness or injury, Executive shall have been absent from Executive’s full-time

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duties hereunder for six consecutive months, then 30 days after giving written notice to Executive (which notice may occur before or after the end of such six month-period, but which shall not be effective earlier than the last day of such six month-period), the Company may terminate Executive’s employment provided Executive is unable to resume Executive’s full-time duties at the conclusion of such notice period. Also, Executive may terminate Executive’s employment if Executive’s health should become impaired to an extent that makes the continued performance of Executive’s duties hereunder hazardous to Executive’s physical or mental health or Executive’s life, provided that Executive shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, further, that, at the Company’s request made within 10 days of the date of such written statement, Executive shall submit to an examination by a doctor selected by the Company who is reasonably acceptable to Executive or Executive’s doctor and such doctor shall have concurred in the conclusion of Executive’s doctor. In the event Executive’s employment under this Agreement is terminated as a result of Executive’s disability, Executive shall receive from the Company, in a lump-sum payment due within 10 days of the effective date of such termination, an amount equal to the base salary payable to Executive pursuant to paragraph 2(a) of this Agreement, for the lesser of the time period then remaining under the Term or one year. The disability benefits provided for in this Agreement are independent of any disability insurance benefits that Executive receives.

               (iii) Termination by the Company for Good Cause. The Company may terminate Executive’s employment upon 10 days prior written notice to Executive for “Good Cause,” which shall mean any one or more of the following: (A) Executive’s willful dishonesty, fraud, or misconduct with respect to the business or affairs of the Company, which materially and adversely affects the operations or reputation of the Company; (B) Executive’s indictment for, conviction of, or guilty plea to a felony crime involving dishonesty or moral turpitude whether or not relating to the Company; or (C) a confirmed positive illegal drug test result. In the event of a termination by the Company for Good Cause, Executive shall have no right to any severance compensation.

               (iv) Termination by the Company Without Good Cause or by Executive with Good Reason. The Company may terminate Executive’s employment without Good Cause during the Term hereof upon the approval of a majority of the members of the Board, excluding Executive if Executive is a member of the Board. Executive may terminate Executive’s employment under this Agreement for Good Reason upon 10 days prior notice to the Company.

                    (A) Result of Termination by the Company without Good Cause or by Executive with Good Reason. Should the Company terminate Executive’s employment without Good Cause or should Executive terminate Executive’s employment with Good Reason during the Term, the Company shall pay to Executive for two years after such termination, on such dates as would otherwise be paid by the Company, a pro rata amount based on the base salary payable to Executive pursuant to paragraph 2(a) of this Agreement. Further, if the Company terminates Executive’s employment without Good Cause or Executive terminates Executive’s employment with Good Reason, (1) the Company shall continue the insurance coverage as specified in paragraph 2(c)(i) or provide comparable coverage by way of making the family medical insurance premium payments contemplated by COBRA or otherwise, in any case for a period of two years after such termination; (2) the Company shall maintain life insurance

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coverage, comparable to that provided immediately prior to termination, for a period of two years thereafter with the beneficiary designated by Executive; and (3) Executive shall be entitled to receive all other accrued but unpaid benefits relating to vacations and other executive perquisites as provided in paragraph 2(c)(iv) through Executive’s last day of employment.

                    (B) Definition of Good Reason. Executive shall have “Good Reason” to terminate Executive’s employment upon the occurrence of any of the following events without Executive’s prior written approval: (1) Executive is demoted by means of a reduction in authority, responsibilities, or duties as provided herein; (2) Executive’s annual base salary for a fiscal year as determined pursuant to paragraph 2 is reduced to a level that is less than the base salary paid to Executive during the prior fiscal year under this Agreement; (3) a change is made in Executive’s bonus (including a reduction in any Targeted Bonus to a level that is less than the Targeted Bonus for Executive during the prior fiscal year under this Agreement) other than as contemplated by paragraph 2(b); (4) the Company breaches a material provision of this Agreement, including paragraph 1(d); or (5) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company or its principal business activities.

               (v) Resignation by Executive Without Good Reason. Executive may, without cause, and without Good Reason terminate Executive’s own employment under this Agreement, effective 30 days after written notice is provided to the Company or such earlier time as any such resignation may be accepted by the Company. If Executive resigns or otherwise terminates Executive’s employment without Good Reason, Executive shall receive no severance compensation.

               (vi) Change in Control of the Company.

                    (A) Possibility of Change in Control. Executive understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of the Company hereunder or that the Company may undergo another type of Change in Control. In the event such a merger or consolidation or other Change in Control is initiated prior to the end of the Term, then the provisions of this paragraph 4(b)(vi) shall be applicable.

                    (B) Termination by Executive. Subject to the exceptions set forth in paragraph 4(b)(vi)(E), if any Change of Control is initiated during Executive’s employment hereunder, Executive may, at Executive’s sole discretion, elect to terminate Executive’s employment under this Agreement by providing written notice to the Company at least five business days at any time prior to or within 12 months after the closing of the transaction giving rise to the Change in Control. In such case, the applicable provisions of paragraph 4(b)(iv) hereof will apply as though the Company had terminated Executive’s employment without Good Cause during the Term and all executive perquisites shall continue for a period of 12 months; however, under such circumstances, the amount of the severance payments due to Executive shall be paid in a lump sum and the non-competition provisions of paragraph 3 hereof shall all apply for a period of 12 months from the effective date of termination.

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                    (C) Effective Date of Change in Control. For purposes of applying paragraph 4 hereof under the circumstances described in 4(b)(vi)(B) above, the effective date of Change in Control will be the closing date of the transaction giving rise to the Change in Control and all compensation, reimbursements, and lump-sum payments due Executive must be paid in full by the Company promptly following Executive’s election to terminate Executive’s employment following such Change in Control.

                    (D) Definition of Change in Control. A “Change in Control” shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, as in effect on the date of this Agreement, or if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, which serve similar purposes; provided further that, without limitation, a Change in Control shall be deemed to have occurred if and when:

                         (1) Turnover of Board. The following individuals no longer constitute a majority of the members of the Board: (A) the individuals who, as of the date of this Agreement, constitute the Board (the “Current Directors”); (B) the individuals who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of all of the Current Directors then still in office (such directors becoming “Additional Directors” immediately following their election); and (C) the individuals who are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of all of the Current Directors and Additional Directors then still in office (such directors also becoming “Additional Directors” immediately following their election);

                         (2) Tender Offer. A tender offer or exchange offer is made whereby the effect of such offer is to take over and control the Company, and such offer is consummated for the equity securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

                         (3) Merger or Consolidation. The stockholders of the Company shall approve a merger, consolidation, recapitalization, or reorganization of the Company, a reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder approval is not obtained, other than any such transaction that would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by the holders of outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or

                         (4) Liquidation or Sale of Assets. The stockholders of the Company shall approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company’s assets to another person, which is not a wholly owned subsidiary of the Company (i.e., 50% or more of the total assets of the Company); or

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                         (5) Stockholdings. Any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under that act), directly or indirectly of more than 30% of the total voting power represented by the Company’s then outstanding voting Securities.

                    (E) Exceptions from Change in Control. A Change in Control shall not be considered to have taken place for purposes of this paragraph 4 in the event that both (1) the Change in Control shall have been specifically approved by all of the Current and Additional Directors (as defined above) and (2) the provisions of this Agreement remain in full force and effect as to Executive.

                    (F) Excess Parachute Payments. In the event that a Change in Control occurs and the aggregate amount of any payments made to Executive hereunder, or pursuant to any plan, program, or policy of the Company in connection with, on account of, or as a result of, such Change in Control constitutes “excess parachute payments” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), subject to the excise tax imposed by Section 4999 of the Code, or any successor sections thereof, Executive shall receive from the Company, in addition to any other amounts payable under this Agreement, a lump sum payment equal to the amount of (i) such excise tax, and (ii) the federal and state income taxes payable by the Executive with respect to any payments made to Executive under this subparagraph (F). Such amount will be due and payable by the Company or its successor within 10 days after Executive delivers a written request for reimbursement accompanied by a copy of Executive’s tax return(s) showing the excise tax actually incurred by Executive.

                    (G) Notification. Executive shall be notified in writing by the Company at any time that the Company anticipates that a Change in Control may take place.

          (c) Payments to Termination Date. Upon termination of Executive’s employment under this Agreement for any reason provided above, Executive shall be entitled to receive all compensation earned and all benefits and reimbursements due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Executive only to the extent and in the manner expressly provided above. All other rights and obligations of the Company and Executive under this Agreement shall cease as of the effective date of termination, except that the Company’s obligations under paragraph 8 (relating to indemnification of Executive) and Executive’s obligations under paragraph 3 (relating to non-competition and non-solicitation, as applicable), paragraph 5 (relating to return of Company property), paragraph 6 (relating to inventions), paragraph 7 (relating to trade secrets), and paragraph 9 (relating to prior agreements) shall survive such termination in accordance with their terms.

          (d) Failure to Pay Executive. If termination of Executive’s employment arises out of the Company’s failure to pay Executive on a timely basis the amounts to which Executive is entitled under this Agreement or as a result of any other breach of this Agreement by the Company, as determined by a court of competent jurisdiction or pursuant to

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the provisions of paragraph 14, the Company shall pay all amounts and damages to which Executive may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expenses and other costs incurred by Executive to enforce Executive’s rights hereunder. Further, none of the provisions of paragraph 3 (relating to non-competition) shall apply in the event Executive’s employment under this Agreement is terminated as a result of a breach by the Company.

          (e) Mitigation. The Company and Executive have mutually agreed that it would be appropriate to mitigate the costs to the Company of any severance arrangements (other than relating to salary or bonus) if Executive accepts other employment, the Company secures insurance or other coverage at its cost, or Executive can obtain coverage under any governmental program without expense to Executive, subject in each case to providing comparable benefits to Executive with no out-of-pocket cost to him. As a result, all medical, disability, and other similar benefits payable to Executive following the termination of Executive’s employment under this Agreement shall be reduced on a dollar-for-dollar basis by (i) any medical, disability, and other similar benefits received by or which may reasonably be receivable by Executive from any subsequent employer, (ii) any governmental benefits available to Executive upon premium payments made or reimbursed by the Company to or on behalf of Executive, or (iii) any insurance, annuity, or comparable payments or coverage furnished by the Company at no cost to Executive as an alternative to the benefits provided by this Agreement.

     5. Return of Company Property. All records, designs, patents, business plans, financial statements, manuals, memoranda, lists, and other property delivered to or compiled by Executive by or on behalf of the Company (or its subsidiaries) or its representatives, vendors, or customers that pertain to the business of the Company (or its subsidiaries) shall be and remain the property of the Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials, and other similar data pertaining to the business, activities, or future plans of the Company (or its subsidiaries) that is collected by Executive shall be delivered promptly to the Company without request by it upon termination of Executive’s employment.

     6. Inventions. Executive shall disclose promptly to the Company any and all significant conceptions and ideas for inventions, improvements, and valuable discoveries, whether patentable or not, which are conceived or made by Executive, solely or jointly with another, during the period of employment, and which are directly related to the business or activities of the Company (or its subsidiaries), and which Executive conceives as a result of Executive’s employment by the Company. Executive hereby assigns and agrees to assign all Executive’s interests therein to the Company or its nominee. Whenever requested to do so by the Company, Executive shall execute any and all applications, assignments, and other instruments that the Company shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect the Company’s interest therein.

     7. Trade Secrets. Executive agrees that Executive will not, during or after the period of employment under this Agreement, disclose the specific terms of the Company’s relationships or agreements with its respective significant vendors or customers, or any other significant and material trade secret of the Company, whether in existence or proposed, to any person, firm, partnership, corporation, or business for any reason or purpose whatsoever.

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     8. Indemnification. In the event Executive is made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by the Company against Executive), by reason of the fact that Executive is or was performing services under this Agreement, then the Company shall indemnify Executive against all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, as actually and reasonably incurred by Executive in connection therewith to the maximum extent permitted by applicable law. The advancement of expenses shall be mandatory. In the event that both Executive and the Company are made a party to the same third-party action, complaint, suit, or proceeding, the Company agrees to engage competent legal representation, and Executive agrees to use the same representation, provided that if counsel selected by the Company shall have a conflict of interest that prevents such counsel from representing Executive, Executive may engage separate counsel and the Company shall pay all attorneys’ fees of such separate counsel. Further, while Executive is expected at all times to use Executive’s best efforts to faithfully discharge Executive’s duties under this Agreement, Executive cannot be held liable to the Company for errors or omissions made in good faith if Executive has not exhibited gross, willful, and wanton negligence and misconduct or performed criminal and fraudulent acts that materially damage the business of the Company. Notwithstanding this paragraph 8, the provision of any written indemnification agreement applicable to the directors and officers of the Company to which Executive shall be a party shall apply rather than this paragraph 8 to the extent inconsistent with this paragraph 8.

     9. No Prior Agreements. Executive hereby represents and warrants to the Company that the execution of this Agreement by Executive and Executive’s employment by the Company and the performance of Executive’s duties hereunder will not violate or be a breach of any agreement with a former employer, client, or any other person or entity. Further, Executive agrees to indemnify the Company for any claim, including, but not limited to, attorneys’ fees and expenses of investigation, by any such third party that such third party may now have or may hereafter come to have against the Company based upon or arising out of any non-competition, invention, or secrecy agreement between Executive and such third party that was in existence as of the date of this Agreement.

     10. Assignment; Binding Effect. Executive understands that Executive is being employed by the Company on the basis of Executive’s personal qualifications, experience, and skills. Executive agrees, therefore, Executive cannot assign all or any portion of Executive’s performance under this Agreement. Subject to the preceding two (2) sentences and the express provisions of paragraph 11 below, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, successors, and assigns.

     11. Complete Agreement. This Agreement is not a promise of future employment. Except as specifically provided herein, Executive has no oral representations, understandings, or agreements with the Company or any of its officers, directors, or representatives covering the same subject matter as this Agreement. This written Agreement is the final, complete, and exclusive statement and expression of the agreement between the Company and Executive and of all the terms of this Agreement, and it cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreements. This written Agreement may not be later modified except by a further writing signed by a duly authorized officer of the Company and Executive, and no term of this Agreement may be waived except by writing

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signed by the party waiving the benefit of such term. This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between the Company and Executive.

     12. Notice. Whenever any notice is required hereunder, it shall be given in writing addressed as follows:

To the Company:	1600 N. Desert Drive
	Tempe, Arizona 85251
	Attention: Corporate Secretary
To Executive:	To the residence address of Executive as shown in the records of the Company

     Notice shall be deemed given and effective on the earlier of three (3) days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail, certified, return receipt requested, or when actually received. Either party may change the address for notice by notifying the other party of such change in accordance with this paragraph 12.

     13. Severability; Headings. If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of the Agreement or of any part hereof.

     14. No Participation in Severance Plans. Except as contemplated by this Agreement, Executive acknowledges and agrees that the compensation and other benefits set forth in this Agreement are and shall be in lieu of any compensation or other benefits that may otherwise be payable to or on behalf of Executive pursuant to the terms of any severance pay arrangement of the Company or any affiliate thereof, or any other similar arrangement of the Company or any affiliates thereof providing for benefits upon involuntary termination of employment.

     15. Governing Law. This Agreement shall in all respects be construed according to the laws of the state of California, notwithstanding the conflict of laws provisions of such state.

     16. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. This Agreement may be executed by facsimile, PDF, or other electronic means.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

BRILLIAN CORPORATION
By:	/s/ Vincent F. Sollitto Jr.
Title	President & CEO
Name:	Vincent F. Sollitto Jr.
Its:	President & CEO
EXECUTIVE:
/s/ Thomas Chow
Thomas Chow

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EX-10.29

EXHIBIT 10.29

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and between BRILLIAN CORPORATION, a Delaware corporation (the “Company”), and MICHAEL CHAN (“Executive”) is effective as of the Effective Date as defined herein.

RECITALS

     A. The Company is planning to enter into an Agreement and Plan of Reorganization (the “Merger Agreement”) with Syntax Corporation, a California corporation (“Syntax”) as a result of which Syntax would become a wholly owned subsidiary of the Company (the “Merger”).

     B. The Merger Agreement requires that Executive enter into an employment agreement with the Company to take effect on the effective date of the Merger defined in the Merger Agreement (the “Effective Date”).

     C. Following the Merger, the Company will conduct the business conducted by the Company and Syntax prior to the Merger (the “Business”).

     D. The Company maintains its executive offices in Tempe, Arizona but Executive may render a portion of Executive’s services to the Company in California.

     E. The Company desires to employ Executive, and Executive desires to accept such employment, pursuant to the terms and conditions set forth in this Agreement, which on the Effective Date shall replace any existing employment arrangements between the Company or Syntax and Executive.

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set forth herein and the performance of each, it is hereby agreed as follows:

     1. Employment and Duties.

          (a) Employment. The Company hereby employs Executive, and Executive hereby agrees to act, as the Executive VP – LCD Operations of the Company. As such, Executive shall have responsibilities, duties, and authority reasonably accorded to, expected of, and consistent with Executive’s position. Executive hereby accepts this employment upon the terms and conditions herein contained and agrees to devote Executive’s best efforts and, subject to paragraph l(c) hereof, substantially all of Executive’s business time and attention to promote and further the business of the Company. Executive shall provide such services to the Company’s subsidiaries as may be requested from time to time by the Board of Directors without additional compensation.

          (b) Policies. Executive shall faithfully adhere to, execute, and fulfill all lawful policies established by the Company.

          (c) Other Activities. Executive shall not, during the term of Executive’s employment hereunder, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive’s duties and responsibilities hereunder. The foregoing limitations shall not be construed as prohibiting Executive from (i) making personal investments in such form or manner as will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive’s duties to the Company; (ii) serving on any civic or charitable boards or committees; (iii) delivering lectures or fulfilling speaking engagements; or (iii) serving, on the boards of directors of public corporations on which Executive currently serves and with the written approval of the Board, as a director of one or more other public corporations, in each case so long as any such new activities do not significantly interfere with the performance of Executive’s responsibilities under this Agreement.

          (d) Place of Performance. Executive shall not be required by the Company or by the performance of Executive’s duties under this Agreement either to relocate Executive’s primary residence or to perform Executive’s principal duties at a work location more than 25 miles from the principal office at which Executive rendered services on July 11, 2005.

     2. Compensation. For all services rendered by Executive, the Company shall compensate Executive as follows:

          (a) Base Salary. Effective on the Effective Date, the base salary payable to Executive shall be $220,000 per year, payable on a regular basis in accordance with the Company’s standard payroll procedures, but not less than monthly. On at least an annual basis, the Board or a committee of the Board shall review Executive’s performance and may make changes to such base salary if, in its sole discretion, any such change is warranted. In no event, however, shall Executive’s base salary be reduced to a level below the base salary provided for in this Agreement.

          (b) Bonus or other Incentive Compensation. Executive shall be eligible to receive a bonus or other incentive compensation as may be determined by the Board or a committee of the Board based upon such factors as the Board or such committee, in its sole discretion, may deem relevant, including, without limitation, the performance of Executive and the Company; provided, however, that the Board or a committee of the Board shall establish for each fiscal year of the Company either (i) a bonus program in which Executive shall be entitled to participate, which provides Executive with a reasonable opportunity, based on the past compensation practices of the Company and Executive’s then base salary, to maintain or increase Executive’s total compensation compared to the previous fiscal year or (ii) a targeted bonus based on such factors as the Board may determine (the “Targeted Bonus”).

          (c) Executive Perquisites, Benefits, and Other Compensation. Executive shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below:

               (i) Insurance Coverage. Payment of all premiums for coverage for Executive and Executive’s dependent family members under all health,

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hospitalization, disability, dental, life, and other insurance plans that the Company may have in effect from time to time, with the benefits provided to Executive to be on terms no less favorable than the benefits provided to other Company executive officers but with any generally applicable limitations, such as co-payment provisions.

               (ii) Reimbursement for Expenses. Reimbursement for business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of Executive’s services under this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Executive upon submission of any request for reimbursement and shall be in a format and manner consistent with the Company’s expense reporting policy.

               (iii) Vacation. Paid vacation in accordance with the applicable policy of the Company as in effect from time to time for senior executives, but in no event shall Executive be entitled to less than two weeks paid vacation per year.

               (iv) Other Executive Perquisites. The Company shall provide Executive with other executive perquisites as may be made available to or deemed appropriate for Executive by the Board or a committee of the Board and participation in all other Company-wide employee benefits as are available to the Company’s executives from time to time, including any plans, programs, or arrangements relating to retirement, deferred compensation, profit sharing, 401(k), and employee stock ownership. Any options granted after the date hereof to Executive to purchase Common Stock of the Company shall provide by their terms that such options shall vest immediately upon, and shall be exercisable for a period of two years after, a termination of employment of Executive by the Company without Good Cause, by Executive with Good Reason, or as a result of a Change in Control.

     3. Non-Competition Agreement.

          (a) Non-Competition. Notwithstanding the provisions of California law, including, without limitation, Bus. & Prof. Code Secs. 16600 et. seq. and 17200 et. sec., the parties agree that, during the period of Executive’s employment by the Company, and for a period equal to the time during or for which severance payments are being made by the Company to Executive in accordance with this Agreement, Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person:

               (i) Other Activities. Engage, as an officer, director, shareholder, owner, principal, partner, lender, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any Competitive Business within the Restricted Territory;

               (ii) Solicitation of Employees. Call upon any person who is, at that time, within the Restricted Territory, an employee of the Company or any of its subsidiaries, in a managerial or supervisory capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company or any of its subsidiaries;

               (iii) Solicitation of Customers. Call upon any person who is, at that time, or who has been, within one year prior to that time, a customer of the Company or

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any of its subsidiaries, within the Restricted Territory for the purpose of soliciting or selling products or services in direct competition with the Company or any of its subsidiaries within the Restricted Territory;

               (iv) Solicitation of Acquisition Candidates. Call upon any prospective acquisition candidate, on Executive’s own behalf or on behalf of any person, which candidate was, to Executive’s knowledge after due inquiry, either called upon by the Company, or for which the Company made an acquisition analysis, for the purpose of acquiring such candidate.

          (b) Certain Definitions. As used in this Agreement, the following terms shall have the meanings ascribed to them:

               (i) Competitive Business shall mean any person that engages in a business the same as, similar to, or in direct competition with the Business;

               (ii) person shall mean any individual, corporation, limited liability company, partnership, firm, or other business of whatever nature;

               (iii) Restricted Territory shall mean any jurisdiction in which the Company or any subsidiary of the Company maintains any facilities, sells any products, or provides any services; and

               (iv) subsidiary shall mean the Company’s consolidated subsidiaries, including corporations, partnerships, limited liability companies, and any other business organization in which the Company holds at least a fifty percent (50%) equity interest.

          (c) Enforcement. Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants in this paragraph 3, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Executive agrees that the foregoing covenants may be enforced by the Company in the event of breach by Executive, by injunctions and restraining orders.

          (d) Reasonable Restraint. In agreeing to the period of non-competition as set forth herein, Executive acknowledges that he has had the opportunity to speak with counsel of his choice in connection with the force and effect of this waiver, and that he is aware that he is waiving rights under California law to contest the imposition of a non-competition agreement. In agreeing to be bound hereby, Executive is accepting the consideration extended to him in exchange for a knowing waiver of his rights, and as full and complete consideration for this waiver, and acknowledges the adequacy of such consideration. Both parties agree that Executive’s agreement to this term constitutes a substantial and material term to the Company, without which the Company would not enter into this Agreement or extend this offer of employment to Executive. Executive agrees that the Company may seek and secure an injunction against Executive in order to enforce the terms hereof in the event that Executive breaches this provision. Executive acknowledges that the scope of the non-competition clause is reasonable in scope and will not preclude him from seeking gainful employment in alternative fields. To the extent that any court of competent jurisdiction

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determines that the non-competition provisions are unreasonable, it is the intent of the parties to enforce the terms hereof to the full extent held reasonable.

          (e) Other Activities. It is further agreed by the parties that, in the event that Executive shall cease to be employed hereunder and enters into a business or pursues other activities not in competition with the Company (including the Company’s subsidiaries), or similar activities or business in locations, the operation of which, under such circumstances, does not violate this paragraph 3, and in any event such new business, activities, or location are not in violation of this paragraph 3 or of Executive’s obligations under this paragraph 3, if any, Executive shall not be chargeable with a violation of this paragraph 3 if the Company (including the Company’s subsidiaries) shall thereafter enter the same, similar, or a competitive (i) business, (ii) course of activities, or (iii) location, as applicable.

          (f) Separate Covenants. The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time, or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that the court deems reasonable, and the Agreement shall thereby be reformed.

          (g) Independent Agreement. All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Executive made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this paragraph 3.

     4. Term; Termination; Rights on Termination.

          (a) Term. The term of Executive’s employment under this Agreement (the “Term”) shall be from the Effective Date until the date that is two years from the Effective Date.

          (b) Termination. Executive’s employment under this Agreement may be terminated in any one of the followings ways:

               (i) Death of Executive. The employment of Executive shall terminate immediately upon Executive’s death provided that the Company shall, for a period of 12 months following such death, pay to the estate of Executive an amount equal to Executive’s base salary and continue to pay all premiums for coverage for Executive’s dependent family members under all health, hospitalization, disability, dental, life, and other insurance plans that the Company maintained at the time of Executive’s death.

               (ii) Disability of Executive. If, as a result of incapacity due to physical or mental illness or injury, Executive shall have been absent from Executive’s full-time

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duties hereunder for six consecutive months, then 30 days after giving written notice to Executive (which notice may occur before or after the end of such six month-period, but which shall not be effective earlier than the last day of such six month-period), the Company may terminate Executive’s employment provided Executive is unable to resume Executive’s full-time duties at the conclusion of such notice period. Also, Executive may terminate Executive’s employment if Executive’s health should become impaired to an extent that makes the continued performance of Executive’s duties hereunder hazardous to Executive’s physical or mental health or Executive’s life, provided that Executive shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, further, that, at the Company’s request made within 10 days of the date of such written statement, Executive shall submit to an examination by a doctor selected by the Company who is reasonably acceptable to Executive or Executive’s doctor and such doctor shall have concurred in the conclusion of Executive’s doctor. In the event Executive’s employment under this Agreement is terminated as a result of Executive’s disability, Executive shall receive from the Company, in a lump-sum payment due within 10 days of the effective date of such termination, an amount equal to the base salary payable to Executive pursuant to paragraph 2(a) of this Agreement, for the lesser of the time period then remaining under the Term or one year. The disability benefits provided for in this Agreement are independent of any disability insurance benefits that Executive receives.

               (iii) Termination by the Company for Good Cause. The Company may terminate Executive’s employment upon 10 days prior written notice to Executive for “Good Cause,” which shall mean any one or more of the following: (A) Executive’s willful dishonesty, fraud, or misconduct with respect to the business or affairs of the Company, which materially and adversely affects the operations or reputation of the Company; (B) Executive’s indictment for, conviction of, or guilty plea to a felony crime involving dishonesty or moral turpitude whether or not relating to the Company; or (C) a confirmed positive illegal drug test result. In the event of a termination by the Company for Good Cause, Executive shall have no right to any severance compensation.

               (iv) Termination by the Company Without Good Cause or by Executive with Good Reason. The Company may terminate Executive’s employment without Good Cause during the Term hereof upon the approval of a majority of the members of the Board, excluding Executive if Executive is a member of the Board. Executive may terminate Executive’s employment under this Agreement for Good Reason upon 10 days prior notice to the Company.

                    (A) Result of Termination by the Company without Good Cause or by Executive with Good Reason. Should the Company terminate Executive’s employment without Good Cause or should Executive terminate Executive’s employment with Good Reason during the Term, the Company shall pay to Executive for two years after such termination, on such dates as would otherwise be paid by the Company, a pro rata amount based on the base salary payable to Executive pursuant to paragraph 2(a) of this Agreement. Further, if the Company terminates Executive’s employment without Good Cause or Executive terminates Executive’s employment with Good Reason, (1) the Company shall continue the insurance coverage as specified in paragraph 2(c)(i) or provide comparable coverage by way of making the family medical insurance premium payments contemplated by COBRA or otherwise, in any case for a period of two years after such termination; (2) the Company shall maintain life insurance

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coverage, comparable to that provided immediately prior to termination, for a period of two years thereafter with the beneficiary designated by Executive; and (3) Executive shall be entitled to receive all other accrued but unpaid benefits relating to vacations and other executive perquisites as provided in paragraph 2(c)(iv) through Executive’s last day of employment.

                    (B) Definition of Good Reason. Executive shall have “Good Reason” to terminate Executive’s employment upon the occurrence of any of the following events without Executive’s prior written approval: (1) Executive is demoted by means of a reduction in authority, responsibilities, or duties as provided herein; (2) Executive’s annual base salary for a fiscal year as determined pursuant to paragraph 2 is reduced to a level that is less than the base salary paid to Executive during the prior fiscal year under this Agreement; (3) a change is made in Executive’s bonus (including a reduction in any Targeted Bonus to a level that is less than the Targeted Bonus for Executive during the prior fiscal year under this Agreement) other than as contemplated by paragraph 2(b); (4) the Company breaches a material provision of this Agreement, including paragraph 1(d); or (5) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company or its principal business activities.

               (v) Resignation by Executive Without Good Reason. Executive may, without cause, and without Good Reason terminate Executive’s own employment under this Agreement, effective 30 days after written notice is provided to the Company or such earlier time as any such resignation may be accepted by the Company. If Executive resigns or otherwise terminates Executive’s employment without Good Reason, Executive shall receive no severance compensation.

               (vi) Change in Control of the Company.

                    (A) Possibility of Change in Control. Executive understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of the Company hereunder or that the Company may undergo another type of Change in Control. In the event such a merger or consolidation or other Change in Control is initiated prior to the end of the Term, then the provisions of this paragraph 4(b)(vi) shall be applicable.

                    (B) Termination by Executive. Subject to the exceptions set forth in paragraph 4(b)(vi)(E), if any Change of Control is initiated during Executive’s employment hereunder, Executive may, at Executive’s sole discretion, elect to terminate Executive’s employment under this Agreement by providing written notice to the Company at least five business days at any time prior to or within 12 months after the closing of the transaction giving rise to the Change in Control. In such case, the applicable provisions of paragraph 4(b)(iv) hereof will apply as though the Company had terminated Executive’s employment without Good Cause during the Term and all executive perquisites shall continue for a period of 12 months; however, under such circumstances, the amount of the severance payments due to Executive shall be paid in a lump sum and the non-competition provisions of paragraph 3 hereof shall all apply for a period of 12 months from the effective date of termination.

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                    (C) Effective Date of Change in Control. For purposes of applying paragraph 4 hereof under the circumstances described in 4(b)(vi)(B) above, the effective date of Change in Control will be the closing date of the transaction giving rise to the Change in Control and all compensation, reimbursements, and lump-sum payments due Executive must be paid in full by the Company promptly following Executive’s election to terminate Executive’s employment following such Change in Control.

                    (D) Definition of Change in Control. A “Change in Control” shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, as in effect on the date of this Agreement, or if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, which serve similar purposes; provided further that, without limitation, a Change in Control shall be deemed to have occurred if and when:

                         (1) Turnover of Board. The following individuals no longer constitute a majority of the members of the Board: (A) the individuals who, as of the date of this Agreement, constitute the Board (the “Current Directors”); (B) the individuals who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of all of the Current Directors then still in office (such directors becoming “Additional Directors” immediately following their election); and (C) the individuals who are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of all of the Current Directors and Additional Directors then still in office (such directors also becoming “Additional Directors” immediately following their election);

                         (2) Tender Offer. A tender offer or exchange offer is made whereby the effect of such offer is to take over and control the Company, and such offer is consummated for the equity securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

                         (3) Merger or Consolidation. The stockholders of the Company shall approve a merger, consolidation, recapitalization, or reorganization of the Company, a reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder approval is not obtained, other than any such transaction that would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by the holders of outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or

                         (4) Liquidation or Sale of Assets. The stockholders of the Company shall approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company’s assets to another person, which is not a wholly owned subsidiary of the Company (i.e., 50% or more of the total assets of the Company); or

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                         (5) Stockholdings. Any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under that act), directly or indirectly of more than 30% of the total voting power represented by the Company’s then outstanding voting Securities.

                    (E) Exceptions from Change in Control. A Change in Control shall not be considered to have taken place for purposes of this paragraph 4 in the event that both (1) the Change in Control shall have been specifically approved by all of the Current and Additional Directors (as defined above) and (2) the provisions of this Agreement remain in full force and effect as to Executive.

                    (F) Excess Parachute Payments. In the event that a Change in Control occurs and the aggregate amount of any payments made to Executive hereunder, or pursuant to any plan, program, or policy of the Company in connection with, on account of, or as a result of, such Change in Control constitutes “excess parachute payments” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), subject to the excise tax imposed by Section 4999 of the Code, or any successor sections thereof, Executive shall receive from the Company, in addition to any other amounts payable under this Agreement, a lump sum payment equal to the amount of (i) such excise tax, and (ii) the federal and state income taxes payable by the Executive with respect to any payments made to Executive under this subparagraph (F). Such amount will be due and payable by the Company or its successor within 10 days after Executive delivers a written request for reimbursement accompanied by a copy of Executive’s tax return(s) showing the excise tax actually incurred by Executive.

                    (G) Notification. Executive shall be notified in writing by the Company at any time that the Company anticipates that a Change in Control may take place.

          (c) Payments to Termination Date. Upon termination of Executive’s employment under this Agreement for any reason provided above, Executive shall be entitled to receive all compensation earned and all benefits and reimbursements due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Executive only to the extent and in the manner expressly provided above. All other rights and obligations of the Company and Executive under this Agreement shall cease as of the effective date of termination, except that the Company’s obligations under paragraph 8 (relating to indemnification of Executive) and Executive’s obligations under paragraph 3 (relating to non-competition and non-solicitation, as applicable), paragraph 5 (relating to return of Company property), paragraph 6 (relating to inventions), paragraph 7 (relating to trade secrets), and paragraph 9 (relating to prior agreements) shall survive such termination in accordance with their terms.

          (d) Failure to Pay Executive. If termination of Executive’s employment arises out of the Company’s failure to pay Executive on a timely basis the amounts to which Executive is entitled under this Agreement or as a result of any other breach of this Agreement by the Company, as determined by a court of competent jurisdiction or pursuant to

9

the provisions of paragraph 14, the Company shall pay all amounts and damages to which Executive may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expenses and other costs incurred by Executive to enforce Executive’s rights hereunder. Further, none of the provisions of paragraph 3 (relating to non-competition) shall apply in the event Executive’s employment under this Agreement is terminated as a result of a breach by the Company.

          (e) Mitigation. The Company and Executive have mutually agreed that it would be appropriate to mitigate the costs to the Company of any severance arrangements (other than relating to salary or bonus) if Executive accepts other employment, the Company secures insurance or other coverage at its cost, or Executive can obtain coverage under any governmental program without expense to Executive, subject in each case to providing comparable benefits to Executive with no out-of-pocket cost to him. As a result, all medical, disability, and other similar benefits payable to Executive following the termination of Executive’s employment under this Agreement shall be reduced on a dollar-for-dollar basis by (i) any medical, disability, and other similar benefits received by or which may reasonably be receivable by Executive from any subsequent employer, (ii) any governmental benefits available to Executive upon premium payments made or reimbursed by the Company to or on behalf of Executive, or (iii) any insurance, annuity, or comparable payments or coverage furnished by the Company at no cost to Executive as an alternative to the benefits provided by this Agreement.

     5. Return of Company Property. All records, designs, patents, business plans, financial statements, manuals, memoranda, lists, and other property delivered to or compiled by Executive by or on behalf of the Company (or its subsidiaries) or its representatives, vendors, or customers that pertain to the business of the Company (or its subsidiaries) shall be and remain the property of the Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials, and other similar data pertaining to the business, activities, or future plans of the Company (or its subsidiaries) that is collected by Executive shall be delivered promptly to the Company without request by it upon termination of Executive’s employment.

     6. Inventions. Executive shall disclose promptly to the Company any and all significant conceptions and ideas for inventions, improvements, and valuable discoveries, whether patentable or not, which are conceived or made by Executive, solely or jointly with another, during the period of employment, and which are directly related to the business or activities of the Company (or its subsidiaries), and which Executive conceives as a result of Executive’s employment by the Company. Executive hereby assigns and agrees to assign all Executive’s interests therein to the Company or its nominee. Whenever requested to do so by the Company, Executive shall execute any and all applications, assignments, and other instruments that the Company shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect the Company’s interest therein.

     7. Trade Secrets. Executive agrees that Executive will not, during or after the period of employment under this Agreement, disclose the specific terms of the Company’s relationships or agreements with its respective significant vendors or customers, or any other significant and material trade secret of the Company, whether in existence or proposed, to any person, firm, partnership, corporation, or business for any reason or purpose whatsoever.

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     8. Indemnification. In the event Executive is made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by the Company against Executive), by reason of the fact that Executive is or was performing services under this Agreement, then the Company shall indemnify Executive against all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, as actually and reasonably incurred by Executive in connection therewith to the maximum extent permitted by applicable law. The advancement of expenses shall be mandatory. In the event that both Executive and the Company are made a party to the same third-party action, complaint, suit, or proceeding, the Company agrees to engage competent legal representation, and Executive agrees to use the same representation, provided that if counsel selected by the Company shall have a conflict of interest that prevents such counsel from representing Executive, Executive may engage separate counsel and the Company shall pay all attorneys’ fees of such separate counsel. Further, while Executive is expected at all times to use Executive’s best efforts to faithfully discharge Executive’s duties under this Agreement, Executive cannot be held liable to the Company for errors or omissions made in good faith if Executive has not exhibited gross, willful, and wanton negligence and misconduct or performed criminal and fraudulent acts that materially damage the business of the Company. Notwithstanding this paragraph 8, the provision of any written indemnification agreement applicable to the directors and officers of the Company to which Executive shall be a party shall apply rather than this paragraph 8 to the extent inconsistent with this paragraph 8.

     9. No Prior Agreements. Executive hereby represents and warrants to the Company that the execution of this Agreement by Executive and Executive’s employment by the Company and the performance of Executive’s duties hereunder will not violate or be a breach of any agreement with a former employer, client, or any other person or entity. Further, Executive agrees to indemnify the Company for any claim, including, but not limited to, attorneys’ fees and expenses of investigation, by any such third party that such third party may now have or may hereafter come to have against the Company based upon or arising out of any non-competition, invention, or secrecy agreement between Executive and such third party that was in existence as of the date of this Agreement.

     10. Assignment; Binding Effect. Executive understands that Executive is being employed by the Company on the basis of Executive’s personal qualifications, experience, and skills. Executive agrees, therefore, Executive cannot assign all or any portion of Executive’s performance under this Agreement. Subject to the preceding two (2) sentences and the express provisions of paragraph 11 below, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, successors, and assigns.

     11. Complete Agreement. This Agreement is not a promise of future employment. Except as specifically provided herein, Executive has no oral representations, understandings, or agreements with the Company or any of its officers, directors, or representatives covering the same subject matter as this Agreement. This written Agreement is the final, complete, and exclusive statement and expression of the agreement between the Company and Executive and of all the terms of this Agreement, and it cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreements. This written Agreement may not be later modified except by a further writing

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signed by a duly authorized officer of the Company and Executive, and no term of this Agreement may be waived except by writing signed by the party waiving the benefit of such term. This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between the Company and Executive.

     12. Notice. Whenever any notice is required hereunder, it shall be given in writing addressed as follows:

To the Company:	1600 N. Desert Drive
	Tempe, Arizona 85251
	Attention: Corporate Secretary
To Executive:	To the residence address of Executive as shown in the records of the Company

     Notice shall be deemed given and effective on the earlier of three (3) days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail, certified, return receipt requested, or when actually received. Either party may change the address for notice by notifying the other party of such change in accordance with this paragraph 12.

     13. Severability; Headings. If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of the Agreement or of any part hereof.

     14. No Participation in Severance Plans. Except as contemplated by this Agreement, Executive acknowledges and agrees that the compensation and other benefits set forth in this Agreement are and shall be in lieu of any compensation or other benefits that may otherwise be payable to or on behalf of Executive pursuant to the terms of any severance pay arrangement of the Company or any affiliate thereof, or any other similar arrangement of the Company or any affiliates thereof providing for benefits upon involuntary termination of employment.

     15. Governing Law. This Agreement shall in all respects be construed according to the laws of the state of California, notwithstanding the conflict of laws provisions of such state.

     16. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. This Agreement may be executed by facsimile, PDF, or other electronic means.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

BRILLIAN CORPORATION
By:	/s/ Vincent F. Sollitto Jr.
Title	President & CEO
Name:	Vincent F. Sollitto Jr.
Its:	President & CEO
EXECUTIVE:
/s/ Michael Chan
Michael Chan

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EX-10.30

EXHIBIT 10.30

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and between BRILLIAN CORPORATION, a Delaware corporation (the “Company”), and ROBERT MELCHER (“Executive”) is effective as of the Effective Date as defined herein.

RECITALS

     A. The Company is planning to enter into an Agreement and Plan of Reorganization (the “Merger Agreement”) with Syntax Corporation, a California corporation (“Syntax”) as a result of which Syntax would become a wholly owned subsidiary of the Company (the “Merger”).

     B. The Merger Agreement requires that Executive enter into an employment agreement with the Company to take effect on the effective date of the Merger defined in the Merger Agreement (the “Effective Date”).

     C. Following the Merger, the Company will conduct the business conducted by the Company and Syntax prior to the Merger (the “Business”).

     D. The Company maintains its executive offices in Tempe, Arizona but Executive may render a portion of Executive’s services to the Company in California.

     E. The Company desires to employ Executive, and Executive desires to accept such employment, pursuant to the terms and conditions set forth in this Agreement, which on the Effective Date shall replace any existing employment arrangements between the Company or Syntax and Executive.

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set forth herein and the performance of each, it is hereby agreed as follows:

     1. Employment and Duties.

          (a) Employment. The Company hereby employs Executive, and Executive hereby agrees to act, as the Chief Technology Officer of the Company. As such, Executive shall have responsibilities, duties, and authority reasonably accorded to, expected of, and consistent with Executive’s position. Executive hereby accepts this employment upon the terms and conditions herein contained and agrees to devote Executive’s best efforts and, subject to paragraph l(c) hereof, substantially all of Executive’s business time and attention to promote and further the business of the Company. Executive shall provide such services to the Company’s subsidiaries as may be requested from time to time by the Board of Directors without additional compensation.

          (b) Policies. Executive shall faithfully adhere to, execute, and fulfill all lawful policies established by the Company.

          (c) Other Activities. Executive shall not, during the term of Executive’s employment hereunder, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive’s duties and responsibilities hereunder. The foregoing limitations shall not be construed as prohibiting Executive from (i) making personal investments in such form or manner as will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive’s duties to the Company; (ii) serving on any civic or charitable boards or committees; (iii) delivering lectures or fulfilling speaking engagements; or (iii) serving, on the boards of directors of public corporations on which Executive currently serves and with the written approval of the Board, as a director of one or more other public corporations, in each case so long as any such new activities do not significantly interfere with the performance of Executive’s responsibilities under this Agreement.

          (d) Place of Performance. Executive shall not be required by the Company or by the performance of Executive’s duties under this Agreement either to relocate Executive’s primary residence or to perform Executive’s principal duties at a work location more than 25 miles from the principal office at which Executive rendered services on July 11, 2005.

     2. Compensation. For all services rendered by Executive, the Company shall compensate Executive as follows:

          (a) Base Salary. Effective on the Effective Date, the base salary payable to Executive shall be $200,000 per year, payable on a regular basis in accordance with the Company’s standard payroll procedures, but not less than monthly. On at least an annual basis, the Board or a committee of the Board shall review Executive’s performance and may make changes to such base salary if, in its sole discretion, any such change is warranted. In no event, however, shall Executive’s base salary be reduced to a level below the base salary provided for in this Agreement.

          (b) Bonus or other Incentive Compensation. Executive shall be eligible to receive a bonus or other incentive compensation as may be determined by the Board or a committee of the Board based upon such factors as the Board or such committee, in its sole discretion, may deem relevant, including, without limitation, the performance of Executive and the Company; provided, however, that the Board or a committee of the Board shall establish for each fiscal year of the Company either (i) a bonus program in which Executive shall be entitled to participate, which provides Executive with a reasonable opportunity, based on the past compensation practices of the Company and Executive’s then base salary, to maintain or increase Executive’s total compensation compared to the previous fiscal year or (ii) a targeted bonus based on such factors as the Board may determine (the “Targeted Bonus”).

          (c) Executive Perquisites, Benefits, and Other Compensation. Executive shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below:

               (i) Insurance Coverage. Payment of all premiums for coverage for Executive and Executive’s dependent family members under all health,

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hospitalization, disability, dental, life, and other insurance plans that the Company may have in effect from time to time, with the benefits provided to Executive to be on terms no less favorable than the benefits provided to other Company executive officers but with any generally applicable limitations, such as co-payment provisions.

               (ii) Reimbursement for Expenses. Reimbursement for business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of Executive’s services under this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Executive upon submission of any request for reimbursement and shall be in a format and manner consistent with the Company’s expense reporting policy.

               (iii) Vacation. Paid vacation in accordance with the applicable policy of the Company as in effect from time to time for senior executives, but in no event shall Executive be entitled to less than two weeks paid vacation per year.

               (iv) Other Executive Perquisites. The Company shall provide Executive with other executive perquisites as may be made available to or deemed appropriate for Executive by the Board or a committee of the Board and participation in all other Company-wide employee benefits as are available to the Company’s executives from time to time, including any plans, programs, or arrangements relating to retirement, deferred compensation, profit sharing, 401(k), and employee stock ownership. Any options granted after the date hereof to Executive to purchase Common Stock of the Company shall provide by their terms that such options shall vest immediately upon, and shall be exercisable for a period of two years after, a termination of employment of Executive by the Company without Good Cause, by Executive with Good Reason, or as a result of a Change in Control.

     3. Non-Competition Agreement.

          (a) Non-Competition. Notwithstanding the provisions of California law, including, without limitation, Bus. & Prof. Code Secs. 16600 et. seq. and 17200 et. sec., the parties agree that, during the period of Executive’s employment by the Company, and for a period equal to the time during or for which severance payments are being made by the Company to Executive in accordance with this Agreement, Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person:

          (i) Other Activities. Engage, as an officer, director, shareholder, owner, principal, partner, lender, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any Competitive Business within the Restricted Territory;

          (ii) Solicitation of Employees. Call upon any person who is, at that time, within the Restricted Territory, an employee of the Company or any of its subsidiaries, in a managerial or supervisory capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company or any of its subsidiaries;

          (iii) Solicitation of Customers. Call upon any person who is, at that time, or who has been, within one year prior to that time, a customer of the Company or

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any of its subsidiaries, within the Restricted Territory for the purpose of soliciting or selling products or services in direct competition with the Company or any of its subsidiaries within the Restricted Territory;

     (iv) Solicitation of Acquisition Candidates. Call upon any prospective acquisition candidate, on Executive’s own behalf or on behalf of any person, which candidate was, to Executive’s knowledge after due inquiry, either called upon by the Company, or

for which the Company made an acquisition analysis, for the purpose of acquiring such candidate.

          (b) Certain Definitions. As used in this Agreement, the following terms shall have the meanings ascribed to them:

               (i) Competitive Business shall mean any person that engages in a business the same as, similar to, or in direct competition with the Business;

               (ii) person shall mean any individual, corporation, limited liability company, partnership, firm, or other business of whatever nature;

               (iii) Restricted Territory shall mean any jurisdiction in which the Company or any subsidiary of the Company maintains any facilities, sells any products, or provides any services; and

               (iv) subsidiary shall mean the Company’s consolidated subsidiaries, including corporations, partnerships, limited liability companies, and any other business organization in which the Company holds at least a fifty percent (50%) equity interest.

          (c) Enforcement. Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants in this paragraph 3, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Executive agrees that the foregoing covenants may be enforced by the Company in the event of breach by Executive, by injunctions and restraining orders.

          (d) Reasonable Restraint. In agreeing to the period of non-competition as set forth herein, Executive acknowledges that he has had the opportunity to speak with counsel of his choice in connection with the force and effect of this waiver, and that he is aware that he is waiving rights under California law to contest the imposition of a non-competition agreement. In agreeing to be bound hereby, Executive is accepting the consideration extended to him in exchange for a knowing waiver of his rights, and as full and complete consideration for this waiver, and acknowledges the adequacy of such consideration. Both parties agree that Executive’s agreement to this term constitutes a substantial and material term to the Company, without which the Company would not enter into this Agreement or extend this offer of employment to Executive. Executive agrees that the Company may seek and secure an injunction against Executive in order to enforce the terms hereof in the event that Executive breaches this provision. Executive acknowledges that the scope of the non-competition clause is reasonable in scope and will not preclude him from seeking gainful employment in alternative fields. To the extent that any court of competent jurisdiction

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determines that the non-competition provisions are unreasonable, it is the intent of the parties to enforce the terms hereof to the full extent held reasonable.

          (e) Other Activities. It is further agreed by the parties that, in the event that Executive shall cease to be employed hereunder and enters into a business or pursues other activities not in competition with the Company (including the Company’s subsidiaries), or similar activities or business in locations, the operation of which, under such circumstances, does not violate this paragraph 3, and in any event such new business, activities, or location are not in violation of this paragraph 3 or of Executive’s obligations under this paragraph 3, if any, Executive shall not be chargeable with a violation of this paragraph 3 if the Company (including the Company’s subsidiaries) shall thereafter enter the same, similar, or a competitive (i) business, (ii) course of activities, or (iii) location, as applicable.

          (f) Separate Covenants. The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time, or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that the court deems reasonable, and the Agreement shall thereby be reformed.

          (g) Independent Agreement. All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Executive made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this paragraph 3.

     4. Term; Termination; Rights on Termination.

          (a) Term. The term of Executive’s employment under this Agreement (the “Term”) shall be from the Effective Date until the date that is two years from the Effective Date.

          (b) Termination. Executive’s employment under this Agreement may be terminated in any one of the followings ways:

               (i) Death of Executive. The employment of Executive shall terminate immediately upon Executive’s death provided that the Company shall, for a period of 12 months following such death, pay to the estate of Executive an amount equal to Executive’s base salary and continue to pay all premiums for coverage for Executive’s dependent family members under all health, hospitalization, disability, dental, life, and other insurance plans that the Company maintained at the time of Executive’s death.

               (ii) Disability of Executive. If, as a result of incapacity due to physical or mental illness or injury, Executive shall have been absent from Executive’s full-time

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duties hereunder for six consecutive months, then 30 days after giving written notice to Executive (which notice may occur before or after the end of such six month-period, but which shall not be effective earlier than the last day of such six month-period), the Company may terminate Executive’s employment provided Executive is unable to resume Executive’s full-time duties at the conclusion of such notice period. Also, Executive may terminate Executive’s employment if Executive’s health should become impaired to an extent that makes the continued performance of Executive’s duties hereunder hazardous to Executive’s physical or mental health or Executive’s life, provided that Executive shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, further, that, at the Company’s request made within 10 days of the date of such written statement, Executive shall submit to an examination by a doctor selected by the Company who is reasonably acceptable to Executive or Executive’s doctor and such doctor shall have concurred in the conclusion of Executive’s doctor. In the event Executive’s employment under this Agreement is terminated as a result of Executive’s disability, Executive shall receive from the Company, in a lump-sum payment due within 10 days of the effective date of such termination, an amount equal to the base salary payable to Executive pursuant to paragraph 2(a) of this Agreement, for the lesser of the time period then remaining under the Term or one year. The disability benefits provided for in this Agreement are independent of any disability insurance benefits that Executive receives.

               (iii) Termination by the Company for Good Cause. The Company may terminate Executive’s employment upon 10 days prior written notice to Executive for “Good Cause,” which shall mean any one or more of the following: (A) Executive’s willful dishonesty, fraud, or misconduct with respect to the business or affairs of the Company, which materially and adversely affects the operations or reputation of the Company; (B) Executive’s indictment for, conviction of, or guilty plea to a felony crime involving dishonesty or moral turpitude whether or not relating to the Company; or (C) a confirmed positive illegal drug test result. In the event of a termination by the Company for Good Cause, Executive shall have no right to any severance compensation.

               (iv) Termination by the Company Without Good Cause or by Executive with Good Reason. The Company may terminate Executive’s employment without Good Cause during the Term hereof upon the approval of a majority of the members of the Board, excluding Executive if Executive is a member of the Board. Executive may terminate Executive’s employment under this Agreement for Good Reason upon 10 days prior notice to the Company.

                    (A) Result of Termination by the Company without Good Cause or by Executive with Good Reason. Should the Company terminate Executive’s employment without Good Cause or should Executive terminate Executive’s employment with Good Reason during the Term, the Company shall pay to Executive for two years after such termination, on such dates as would otherwise be paid by the Company, a pro rata amount based on the base salary payable to Executive pursuant to paragraph 2(a) of this Agreement. Further, if the Company terminates Executive’s employment without Good Cause or Executive terminates Executive’s employment with Good Reason, (1) the Company shall continue the insurance coverage as specified in paragraph 2(c)(i) or provide comparable coverage by way of making the family medical insurance premium payments contemplated by COBRA or otherwise, in any case for a period of two years after such termination; (2) the Company shall maintain life insurance

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coverage, comparable to that provided immediately prior to termination, for a period of two years thereafter with the beneficiary designated by Executive; and (3) Executive shall be entitled to receive all other accrued but unpaid benefits relating to vacations and other executive perquisites as provided in paragraph 2(c)(iv) through Executive’s last day of employment.

                    (B) Definition of Good Reason. Executive shall have “Good Reason” to terminate Executive’s employment upon the occurrence of any of the following events without Executive’s prior written approval: (1) Executive is demoted by means of a reduction in authority, responsibilities, or duties as provided herein; (2) Executive’s annual base salary for a fiscal year as determined pursuant to paragraph 2 is reduced to a level that is less than the base salary paid to Executive during the prior fiscal year under this Agreement; (3) a change is made in Executive’s bonus (including a reduction in any Targeted Bonus to a level that is less than the Targeted Bonus for Executive during the prior fiscal year under this Agreement) other than as contemplated by paragraph 2(b); (4) the Company breaches a material provision of this Agreement, including paragraph 1(d); or (5) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company or its principal business activities.

               (v) Resignation by Executive Without Good Reason. Executive may, without cause, and without Good Reason terminate Executive’s own employment under this Agreement, effective 30 days after written notice is provided to the Company or such earlier time as any such resignation may be accepted by the Company. If Executive resigns or otherwise terminates Executive’s employment without Good Reason, Executive shall receive no severance compensation.

               (vi) Change in Control of the Company.

                    (A) Possibility of Change in Control. Executive understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of the Company hereunder or that the Company may undergo another type of Change in Control. In the event such a merger or consolidation or other Change in Control is initiated prior to the end of the Term, then the provisions of this paragraph 4(b)(vi) shall be applicable.

                    (B) Termination by Executive. Subject to the exceptions set forth in paragraph 4(b)(vi)(E), if any Change of Control is initiated during Executive’s employment hereunder, Executive may, at Executive’s sole discretion, elect to terminate Executive’s employment under this Agreement by providing written notice to the Company at least five business days at any time prior to or within 12 months after the closing of the transaction giving rise to the Change in Control. In such case, the applicable provisions of paragraph 4(b)(iv) hereof will apply as though the Company had terminated Executive’s employment without Good Cause during the Term and all executive perquisites shall continue for a period of 12 months; however, under such circumstances, the amount of the severance payments due to Executive shall be paid in a lump sum and the non-competition provisions of paragraph 3 hereof shall all apply for a period of 12 months from the effective date of termination.

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                    (C) Effective Date of Change in Control. For purposes of applying paragraph 4 hereof under the circumstances described in 4(b)(vi)(B) above, the effective date of Change in Control will be the closing date of the transaction giving rise to the Change in Control and all compensation, reimbursements, and lump-sum payments due Executive must be paid in full by the Company promptly following Executive’s election to terminate Executive’s employment following such Change in Control.

                    (D) Definition of Change in Control. A “Change in Control” shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, as in effect on the date of this Agreement, or if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, which serve similar purposes; provided further that, without limitation, a Change in Control shall be deemed to have occurred if and when:

                         (1) Turnover of Board. The following individuals no longer constitute a majority of the members of the Board: (A) the individuals who, as of the date of this Agreement, constitute the Board (the “Current Directors”); (B) the individuals who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of all of the Current Directors then still in office (such directors becoming “Additional Directors” immediately following their election); and (C) the individuals who are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of all of the Current Directors and Additional Directors then still in office (such directors also becoming “Additional Directors” immediately following their election);

                         (2) Tender Offer. A tender offer or exchange offer is made whereby the effect of such offer is to take over and control the Company, and such offer is consummated for the equity securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

                         (3) Merger or Consolidation. The stockholders of the Company shall approve a merger, consolidation, recapitalization, or reorganization of the Company, a reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder approval is not obtained, other than any such transaction that would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by the holders of outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or

                         (4) Liquidation or Sale of Assets. The stockholders of the Company shall approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company’s assets to another person, which is not a wholly owned subsidiary of the Company (i.e., 50% or more of the total assets of the Company); or

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                         (5) Stockholdings. Any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under that act), directly or indirectly of more than 30% of the total voting power represented by the Company’s then outstanding voting Securities.

                    (E) Exceptions from Change in Control. A Change in Control shall not be considered to have taken place for purposes of this paragraph 4 in the event that both (1) the Change in Control shall have been specifically approved by all of the Current and Additional Directors (as defined above) and (2) the provisions of this Agreement remain in full force and effect as to Executive.

                    (F) Excess Parachute Payments. In the event that a Change in Control occurs and the aggregate amount of any payments made to Executive hereunder, or pursuant to any plan, program, or policy of the Company in connection with, on account of, or as a result of, such Change in Control constitutes “excess parachute payments” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), subject to the excise tax imposed by Section 4999 of the Code, or any successor sections thereof, Executive shall receive from the Company, in addition to any other amounts payable under this Agreement, a lump sum payment equal to the amount of (i) such excise tax, and (ii) the federal and state income taxes payable by the Executive with respect to any payments made to Executive under this subparagraph (F). Such amount will be due and payable by the Company or its successor within 10 days after Executive delivers a written request for reimbursement accompanied by a copy of Executive’s tax return(s) showing the excise tax actually incurred by Executive.

                    (G) Notification. Executive shall be notified in writing by the Company at any time that the Company anticipates that a Change in Control may take place.

               (c) Payments to Termination Date. Upon termination of Executive’s employment under this Agreement for any reason provided above, Executive shall be entitled to receive all compensation earned and all benefits and reimbursements due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Executive only to the extent and in the manner expressly provided above. All other rights and obligations of the Company and Executive under this Agreement shall cease as of the effective date of termination, except that the Company’s obligations under paragraph 8 (relating to indemnification of Executive) and Executive’s obligations under paragraph 3 (relating to non-competition and non-solicitation, as applicable), paragraph 5 (relating to return of Company property), paragraph 6 (relating to inventions), paragraph 7 (relating to trade secrets), and paragraph 9 (relating to prior agreements) shall survive such termination in accordance with their terms.

               (d) Failure to Pay Executive. If termination of Executive’s employment arises out of the Company’s failure to pay Executive on a timely basis the amounts to which Executive is entitled under this Agreement or as a result of any other breach of this Agreement by the Company, as determined by a court of competent jurisdiction or pursuant to

9

the provisions of paragraph 14, the Company shall pay all amounts and damages to which Executive may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expenses and other costs incurred by Executive to enforce Executive’s rights hereunder. Further, none of the provisions of paragraph 3 (relating to non-competition) shall apply in the event Executive’s employment under this Agreement is terminated as a result of a breach by the Company.

               (e) Mitigation. The Company and Executive have mutually agreed that it would be appropriate to mitigate the costs to the Company of any severance arrangements (other than relating to salary or bonus) if Executive accepts other employment, the Company secures insurance or other coverage at its cost, or Executive can obtain coverage under any governmental program without expense to Executive, subject in each case to providing comparable benefits to Executive with no out-of-pocket cost to him. As a result, all medical, disability, and other similar benefits payable to Executive following the termination of Executive’s employment under this Agreement shall be reduced on a dollar-for-dollar basis by (i) any medical, disability, and other similar benefits received by or which may reasonably be receivable by Executive from any subsequent employer, (ii) any governmental benefits available to Executive upon premium payments made or reimbursed by the Company to or on behalf of Executive, or (iii) any insurance, annuity, or comparable payments or coverage furnished by the Company at no cost to Executive as an alternative to the benefits provided by this Agreement.

     5. Return of Company Property. All records, designs, patents, business plans, financial statements, manuals, memoranda, lists, and other property delivered to or compiled by Executive by or on behalf of the Company (or its subsidiaries) or its representatives, vendors, or customers that pertain to the business of the Company (or its subsidiaries) shall be and remain the property of the Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials, and other similar data pertaining to the business, activities, or future plans of the Company (or its subsidiaries) that is collected by Executive shall be delivered promptly to the Company without request by it upon termination of Executive’s employment.

     6. Inventions. Executive shall disclose promptly to the Company any and all significant conceptions and ideas for inventions, improvements, and valuable discoveries, whether patentable or not, which are conceived or made by Executive, solely or jointly with another, during the period of employment, and which are directly related to the business or activities of the Company (or its subsidiaries), and which Executive conceives as a result of Executive’s employment by the Company. Executive hereby assigns and agrees to assign all Executive’s interests therein to the Company or its nominee. Whenever requested to do so by the Company, Executive shall execute any and all applications, assignments, and other instruments that the Company shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect the Company’s interest therein.

     7. Trade Secrets. Executive agrees that Executive will not, during or after the period of employment under this Agreement, disclose the specific terms of the Company’s relationships or agreements with its respective significant vendors or customers, or any other significant and material trade secret of the Company, whether in existence or proposed, to any person, firm, partnership, corporation, or business for any reason or purpose whatsoever.

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     8. Indemnification. In the event Executive is made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by the Company against Executive), by reason of the fact that Executive is or was performing services under this Agreement, then the Company shall indemnify Executive against all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, as actually and reasonably incurred by Executive in connection therewith to the maximum extent permitted by applicable law. The advancement of expenses shall be mandatory. In the event that both Executive and the Company are made a party to the same third-party action, complaint, suit, or proceeding, the Company agrees to engage competent legal representation, and Executive agrees to use the same representation, provided that if counsel selected by the Company shall have a conflict of interest that prevents such counsel from representing Executive, Executive may engage separate counsel and the Company shall pay all attorneys’ fees of such separate counsel. Further, while Executive is expected at all times to use Executive’s best efforts to faithfully discharge Executive’s duties under this Agreement, Executive cannot be held liable to the Company for errors or omissions made in good faith if Executive has not exhibited gross, willful, and wanton negligence and misconduct or performed criminal and fraudulent acts that materially damage the business of the Company. Notwithstanding this paragraph 8, the provision of any written indemnification agreement applicable to the directors and officers of the Company to which Executive shall be a party shall apply rather than this paragraph 8 to the extent inconsistent with this paragraph 8.

     9. No Prior Agreements. Executive hereby represents and warrants to the Company that the execution of this Agreement by Executive and Executive’s employment by the Company and the performance of Executive’s duties hereunder will not violate or be a breach of any agreement with a former employer, client, or any other person or entity. Further, Executive agrees to indemnify the Company for any claim, including, but not limited to, attorneys’ fees and expenses of investigation, by any such third party that such third party may now have or may hereafter come to have against the Company based upon or arising out of any non-competition, invention, or secrecy agreement between Executive and such third party that was in existence as of the date of this Agreement.

     10. Assignment; Binding Effect. Executive understands that Executive is being employed by the Company on the basis of Executive’s personal qualifications, experience, and skills. Executive agrees, therefore, Executive cannot assign all or any portion of Executive’s performance under this Agreement. Subject to the preceding two (2) sentences and the express provisions of paragraph 11 below, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, successors, and assigns.

     11. Complete Agreement. This Agreement is not a promise of future employment. Except as specifically provided herein, Executive has no oral representations, understandings, or agreements with the Company or any of its officers, directors, or representatives covering the same subject matter as this Agreement. This written Agreement is the final, complete, and exclusive statement and expression of the agreement between the Company and Executive and of all the terms of this Agreement, and it cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreements. This written Agreement may not be later modified except by a further writing

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signed by a duly authorized officer of the Company and Executive, and no term of this Agreement may be waived except by writing signed by the party waiving the benefit of such term. This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between the Company and Executive.

     12. Notice. Whenever any notice is required hereunder, it shall be given in writing addressed as follows:

To the Company:	1600 N. Desert Drive
	Tempe, Arizona 85251
	Attention: Corporate Secretary
To Executive:	To the residence address of Executive
	as shown in the records of the Company

     Notice shall be deemed given and effective on the earlier of three (3) days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail, certified, return receipt requested, or when actually received. Either party may change the address for notice by notifying the other party of such change in accordance with this paragraph 12.

     13. Severability; Headings. If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of the Agreement or of any part hereof.

     14. No Participation in Severance Plans. Except as contemplated by this Agreement, Executive acknowledges and agrees that the compensation and other benefits set forth in this Agreement are and shall be in lieu of any compensation or other benefits that may otherwise be payable to or on behalf of Executive pursuant to the terms of any severance pay arrangement of the Company or any affiliate thereof, or any other similar arrangement of the Company or any affiliates thereof providing for benefits upon involuntary termination of employment.

     15. Governing Law. This Agreement shall in all respects be construed according to the laws of the state of Arizona, notwithstanding the conflict of laws provisions of such state.

     16. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. This Agreement may be executed by facsimile, PDF, or other electronic means.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

BRILLIAN CORPORATION
By:	/s/ Vincent F. Sollitto Jr.
Title	President & CEO
Name:	Vincent F. Sollitto Jr.
Its:	President & CEO
EXECUTIVE:
/s/ Robert Melcher
Robert Melcher

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EX-99.1

EXHIBIT 99.1

For information contact:
Ms. Hope Frank	U.S.A
Vice President, Marketing	Mr. Thom Brodeur
Brillian Corporation	Vice President, Brodeur
+1 (602) 389-8986	+1 (602) 808-1165
hope.frank@brilliancorp.com	tbrodeur@brodeur.com
Ms. Pattie Adams	Asia Pacific
Vice President, Corporate Communications	Ms. Jo Soo
& Investor Relations	Director, Edelman, Hong Kong
Syntax Groups	+1 (852) 2837.4744
+1 (909) 859-8432	jo.soo@edelman.com
+1 (626) 926-1067 (mobile)
pattieadams@syntaxgroups.com

HDTV INNOVATORS BRILLIAN AND SYNTAX
ANNOUNCE DEFINITIVE AGREEMENT TO MERGE

Combination Will Offer Outstanding HDTV Technology Portfolio, Leading TFT-LCD and
LCoS™ Product Family, Proven Channel Strength and Global Supply Chain Infrastructure

TEMPE, AZ, and CITY OF INDUSTRY, CA, July 12, 2005 – Brillian Corporation (NASDAQ: BRLC) and privately held Syntax Groups Corporation today announced that the companies have entered into a definitive agreement to merge.

Pending stockholder and regulatory approval, Brillian will acquire all outstanding shares of Syntax in a tax-free, stock-for-stock transaction. As approved by the boards of directors of each company, the merger calls for each share of Syntax to be exchanged at an initial exchange rate of 1.6195 shares of Brillian. The exchange rate will be adjusted at the closing for subsequently issued shares and convertible securities such that the shareholders of Syntax will own approximately 70% of the fully diluted shares of the combined company and the shareholders of Brillian will own approximately 30% of the combined company.

Brillian is the industry’s leading innovator of Gen II liquid-crystal-on-silicon (LCoS™) technology and very high-quality 720p and 1080p Gen II LCoS™ HDTVs and components. Syntax Groups manufactures the Olevia family of widescreen HDTV-ready LCD TVs. Syntax is one of the fastest growing LCD TV brands in North America with a position in the “Top 5” North American LCD TV brands and approximately 7% market share. Worldwide, Syntax is ranked in the “Top 10” LCD TV brands.

The combined company, Syntax-Brillian (NASDAQ:BRLC), will be uniquely positioned to deliver high-end and mass-market HDTV solutions supporting the two technologies many believe will dominate the future HDTV market: TFT-LCD and LCOS.

Corporate Headquarters   1600 N. Desert Drive, Tempe, AZ 85281, USA   Tel +1.602.389.8888   Fax +1.602.389.8801   www.brilliancorp.com

By merging with Syntax, Brillian will expand its product scope, channel strength, global supply chain capabilities and services organization to create an entity with significantly greater financial scale and scope. The combined company will adopt Syntax’s fiscal year end of June 30. For the year ended June 30, 2005, Syntax had revenue of approximately $90 million approximately three times the revenue from the previous fiscal year. According to Display Search, Syntax is now the third largest provider of TFT-LCD TVs in North America with a 7% market share.

Vincent F. Sollitto, Jr., President and Chief Executive Officer (CEO) of Brillian, will serve as Chairman and CEO of Syntax-Brillian. James Li, Syntax’s current CEO, will be the President and Chief Operating Officer of Syntax-Brillian. Wayne Pratt, Brillian’s Chief Financial Officer (CFO), will be the CFO of Syntax-Brillian, and Thomas Chow, Syntax’s CFO, will be the Chief Procurement Officer of Syntax-Brillian. Robert Melcher, Brillian’s Chief Technical Officer, will be the Chief Technical Officer of Syntax-Brillian. The board of directors of the combined company will include four members of Brillian and Syntax management. Five members will be independent directors pursuant to NASDAQ and SEC regulations for a total of nine members.

“We’ve built an outstanding HDTV research and development organization and a stellar family of 720p and 1080p LCoS™-based HDTVs, light engines and components,” said Sollitto. “The proposed merger with Syntax Groups will strengthen our offering substantially by marrying our technology strength with Syntax Groups’ outstanding channel strength and global supply chain infrastructure. Together, we offer both our partners and customers an even more compelling solution for HDTV and digital consumer electronics products. We believe TFT-LCD will dominate the sub-50-inch screen size arena and LCoS™ will dominate the 50-inch-plus, rear-projection TV arena.”

“We have a very clear and focused strategy to not only become a Tier One digital TV manufacturer, but also to play a leading role in the global HDTV market,” said Li. “The merger with Brillian is mutually beneficial, complementary, and additive in virtually every sense. It will make for a stronger and strategically more competitive global company.”

The combination will create significant benefits for the customers and partners of both companies, including:

• Breadth – The combined company will offer a compelling line-up of LCD and LCoS™-based HDTV and digital entertainment products for the mass market and high-end specialty markets;

• Depth – Leading-edge technology combined with expertise to architect, design, and manage the development of next-generation light engines, components and TVs; and

• Global Reach – Established channels, supply chain and support organization for North America and Asia to reach a large and fast-growing global market.

The transaction is expected to close in the fourth calendar quarter of 2005 and is subject to customary closing conditions, including approval by the shareholders of both companies and regulatory approvals.

Additionally, Syntax has agreed to purchase $3.0 million of Secured Debentures from Brillian over a three-month period beginning in July. These notes will bear interest at 7% and will be secured by a junior lien on Brillian’s assets.

C. E. Unterberg Towbin acted as exclusive financial advisor to Brillian. Greenberg Traurig served as legal counsel to Brillian. Dorsey & Whitney served as legal counsel to Syntax.

Corporate Headquarters   1600 N. Desert Drive, Tempe, AZ 85281, USA   Tel +1.602.389.8888   Fax +1.602.389.8801   www.brilliancorp.com

Important Merger Information

In connection with the proposed transaction, Brillian and Syntax intend to file relevant materials with the Securities and Exchange Commission (SEC), including one or more registration statement(s) that contain a prospectus and proxy statement. Because those documents will contain important information, holders of Brillian common stock and Syntax common stock are urged to read them, if and when they become available. When filed with the SEC, they will be available for free (along with any other documents and reports filed by Brillian and Syntax with the SEC) at the SEC’s website, www.sec.gov, or by calling the SEC at (800) 732-0330. Such documents are not currently available.

Brillian and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Brillian common stock in connection with the proposed transaction. Information about the directors and executive officers of Brillian is set forth in the proxy statement for Brillian’s 2005 Annual Meeting of Stockholders, which was filed with the SEC on April 5, 2005. Investors may obtain additional information regarding the interest of such participants by reading the prospectus and proxy statement if and when it becomes available.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Conference Call

On July 13, Brillian will host an analyst conference call to discuss the merger. The conference call may include forward-looking statements. The dial in number for the conference call is (866) 831-6272, Conference ID: 29508300. The conference call also will be webcast by Thomson/CCBN and is scheduled to begin at 8:30 a.m.. Eastern Time (5:30 a.m. Pacific). The live audio broadcast and replay of the conference call can be accessed on Brillian’s website at www.brilliancorp.com under the Investor Relations section. The call is also being Webcast over Thomson/CCBN’s distribution network at www.fulldisclosure.com (WindowsMedia is required). Brillian will maintain an audio replay of this conference call on its website through the Third quarter of 2005. No other audio replay will be available.

Sollitto will speak about Brillian and the merger at 3:20 p.m., Wednesday, July 13, 2005 at the C. E. Unterberg Towbin Emerging Growth Conference in New York at the Mandarin Oriental hotel. The presentation will be posted on the investor relations section of the Brillian website (http://www.brilliancorp.com) after the event.

Corporate Headquarters   1600 N. Desert Drive, Tempe, AZ 85281, USA   Tel +1.602.389.8888   Fax +1.602.389.8801   www.brilliancorp.com

About Syntax
Founded in May 2003, Syntax Groups Corporation (www.syntaxgroups.com) manufactures the high-value, cost-effective Olevia family of widescreen HDTV-ready LCD TVs. Since the company commenced its initial shipments of Olevia LCD TVs in April 2004, Syntax has achieved unparalleled growth and is now recognized as one of the fastest growing LCD TV brands in North America with a position in the “Top 5” North American LCD TV brands and approximately 7% market share. Worldwide, Syntax is ranked in the “Top 10” LCD TV brands. Delivering on its mission to design and mass-produce digital convergence consumer electronics products with superior specifications and competitively affordable prices, and support consumers of its Olevia brand with a unique customer-friendly after-sale warranty program, Syntax has rapidly established broad distribution in the North American retail sales channel and has expanded operations into Asia. Syntax maintains its own final assembly and quality control production facility at Syntax headquarters located at 20480 E. Business Parkway, City of Industry (Southern California) 91789.

About Brillian
Brillian Corporation designs and develops rear-projection HDTVs targeted at high-end video/audio OEMs, high-end video/audio retailers, ProAV/CEDIA distributors, and their base of dealers and custom installers looking for breakthrough performance and image quality. The company is the first and only provider of Gen II LCoS™ technology used in these products. In addition to its high-definition televisions, Brillian also offers a broad line of LCoS™ light engines, microdisplay products and subsystems that OEMs integrate into proprietary HDTV products, multimedia projectors, and near-to-eye products such as monocular and binocular headsets. Brillian’s LCoS™ microdisplay technologies address the market demand for a high-performance display solution with high image fidelity, high-resolution scalability, and high contrast ratios. The company’s website is http://www.brilliancorp.com.

Brillian, UltraContrast, and LCoS are trademarks or registered trademarks of Brillian Corporation. All other trademarks are the property of their respective owners.

Certain statements contained in this press release may be deemed to be forward-looking statements under federal securities laws, and Brillian intends that such forward-looking statements be subject to the safe-harbor created thereby. Such forward-looking statements include expectations regarding (i) the proposed merger; (ii) the anticipated officers and board size of the company; (iii) the timing of the proposed transaction; and (iv) the extent and timing of regulatory filings. Brillian cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include (a) changes in markets for Syntax and Brillian’s products; (b) changes in the market for customer’s products; (c) the failure of Syntax or Brillian’s products to deliver commercially acceptable performance; (d) the ability of Syntax and Brillian’s management and the combined management of Syntax-Brillian after the merger, individually or collectively, to guide the company in a successful manner; and (e) other risks as detailed in Brillian’s Annual Report on Form 10-K.

Corporate Headquarters   1600 N. Desert Drive, Tempe, AZ 85281, USA   Tel +1.602.389.8888   Fax +1.602.389.8801   www.brilliancorp.com