Young prop Callum Black and hooker Aleki Lutui are in the front row, in place of Darren Morris and Chris Fortey, while Will Bowley comes into the second row for Craig Gillies, after an impressive 65 minutes against the French maestros, and Gavin Quinnell and Tom Harding start on the flanks.
Simon Whatling partners Ryan Powell at half-back, and there's a return to action for full-back Lee Best and winger Aisea Havili, the latter after illness.
Brain's selection means there are places on the bench for young prop Matt Mullan and hooker Ben Gotting - the pair having impressed in Monday's run-out with the Academy side at Henley - with Matt Powell returning after injury alongside the rested Shane Drahm and Thinus Delport.
"Looking at the fixtures, it's going to be extremely difficult for us to make the quarter-finals," Brain says. "We'd like to win and have a bit of a feel-good factor going into the Wasps match. The objective is to rest one or two players, while others are coming into form, and we want to develop that.
"We've got a fairly settled side in terms of Guinness Premiership matches, but we're always mindful of the fact that players can impress in games like this and push themselves forward."
Team: 01 Callum Black; 02 Aleki Lutui; 03 Tevita Taumoepeau; 04 Will Bowley; 05 Tim Collier; 06 Gavin Quinnell; 07 Tom Harding; 08 Kai Hortsmann (c); 09 Ryan Powell; 10 Simon Whatling; 11 Marcel Garvey; 12 Gary Trueman; 13 Mark Tucker; 14 Aisea Havili; 15 Lee Best
Replacements: 16 Matt Mullan; 17 Ben Gotting; 18 Craig Gillies; 19 Drew Hickey; 20 Matt Powell; 21 Shane Drahm; 22 Thinus Delport