THE BRIAN H. CORP.

SHAREHOLDER RECONFIRMATION



To The Board of Directors
 of The Brian H. Corp.  
63 Wall Street, Suite 1801
New York, New York  10005

     The undersigned, owner of           shares of The Brian H. Corp. (the 
"Shares"), purchased in The Brian H. Corp.'s initial public offering, hereby 
acknowledges that these Shares are being held in escrow pursuant to Rule 419 
of Regulation C under the Securities Act of 1933, as amended ("Rule 419").  I 
further acknowledge that I have 20 days from the effective date of the 
post-effective amendment [(    )] to notify The Brian H. Corp. that I will 
remain an investor in The Brian H. Corp.  I am aware that if The Brian H. 
Corp. has not received this notice within 20 days following the effective date 
of the post-effective amendment, my pro rata funds which are currently held in 
escrow shall be sent by first class mail, or other equally prompt means, to me 
within five days.

     I have read over the post-effective amendment of The Brian H. Corp. and 
wish to reconfirm my investment.



                                                                   
Name (print or type)          Signature

                                 
Street Address


                                                                   
City, State, Zip Code          Social Security Number


                          
Phone Number


Please return the enclosed Letter of Reconfirmation to Schonfeld & Weinstein, 
63 Wall Street, Suite 1801, New York, New York  10005.  The Shareholder 
Reconfirmation vote will take place on [    ], 1997.  Please make sure this 
letter is received by Schonfeld & Weinstein by [    ].