EXHIBIT 10.1



February 19, 2003



Mr. Kevin Bermeister
President
Brilliant Digital Entertainment
6355 Topanga Canyon Blvd., Suite 120
Woodland Hills, CA 91367

RE:      ENGAGEMENT LETTER

Dear Kevin:

The purpose of this letter agreement is to set forth the terms and conditions of
the  retention  of  Scheinrock   Advisory  Group  (SAG)  by  Brilliant   Digital
Entertainment (the Company).  This agreement will supercede, in all aspects, the
agreement  dated December 20, 2002 between SAG and the Company.  SAG appreciates
this  opportunity  to render  services  to the  Company and  requests  that,  as
confirmation  of  the  Company's  approval  and  acceptance  of  the  terms  and
conditions  set forth  herein,  the Company sign and return the enclosed copy of
this letter agreement.

1.       SAG will render advisory services to the Company in connection with new
         business  development  and negotiating  strategic  partner and investor
         agreements.  Services  rendered by SAG on behalf of the Company will be
         performed  in such a  manner,  at such  times,  and at such  places  as
         determined  by SAG to be necessary  or  appropriate  thereto.  SAG will
         provide a maximum of two (2) days of  services  per  month,  additional
         services,  if  requested,  will be at a daily rate of two thousand five
         hundred  dollars  ($2,500) per day. The Company  acknowledges  that SAG
         will be rendering services to multiple clients at any one time and that
         SAG's  services  will not be exclusive  as to the Company.  The initial
         term of this  Agreement  shall  three (3)  months,  and shall  commence
         February 21, 2003. After the initial term, this agreement will renew on
         a month-to-month basis at a fee structure to be determined at that time
         and can be cancelled by either party pursuant to paragraph 9.

2.       In  connection  with SAG's  activities  on the  Company's  behalf,  the
         Company  will  cooperate  with SAG and will  furnish SAG with  relevant
         information  and data  concerning  the Company and other  parties  (the
         "Information") that is necessary to effectuate the requirements of this
         agreement and will provide SAG with reasonable  access to the Company's
         personnel and professional  advisers.  The Company  represents that, to
         the best of its knowledge,  all Information  made available to SAG will
         be  complete  and  correct  in  all  material  respects.   The  Company
         understands  that,  in rendering  its services  hereunder,  SAG will be
         relying on the Information without independent  verification thereof by
         SAG.   SAG  does  not  assume


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         responsibility  for the accuracy or  completeness of the Information or
         any other information  regarding the Company that is supplied to SAG by
         the Company.

3.       In consideration  for SAG's services  hereunder,  the Company agrees to
         pay SAG a monthly  retainer fee (the "Retainer  Fee") in the sum of Six
         Thousand  Dollars  ($6,000.00)  per month on the 21st day of each month
         commencing  February 21, 2003.  With respect to any revenue  generating
         activity,  in  connection  with which SAG has provided  services to the
         Company  hereunder,  the Company shall pay or cause to be paid to SAG a
         commission  equal to 15% of Net Receipts  (the  "Commission").  For the
         purposes of this Agreement,  "Net Receipts" means the fair market value
         of  all  consideration   (whether  in  the  form  of  cash,   advances,
         securities,   benefits,  lines  of  credit,  debt,  other  property  or
         otherwise)  actually  received by the Company and its  subsidiaries  or
         equity holders,  and not refundable  pursuant to any written  agreement
         with a third  party,  at any  time  from  and  after  the  date  hereof
         (including  after  expiration  of  the  term)  to the  extent  received
         pursuant to a written or oral  agreement  entered into during the Term,
         with any deferred or contingent  consideration calculated and paid when
         received by the Company or such other parties.

4.       In addition to the consideration provided above, SAG shall receive from
         the Company warrants (the "Warrants") to purchase an aggregate total of
         three hundred fifty thousand  (350,000.00)  shares of the capital stock
         (the  "Stock") of the Company at an exercise  price per share as of the
         close  of  business   February  18th,   2003.  The  warrants  shall  be
         exercisable  by SAG for a period of five (5)  years  from and after the
         date of execution of this  agreement  and shall vest upon  execution of
         the Agreement.

5.       If and to the extent  that the total  number of issued and  outstanding
         shares of Stock shall be increased or reduced by a change in par value,
         split,  reverse split,  re-classification,  distribution  of a dividend
         payable in stock,  or the like,  the number of  warrants  and/or  Stock
         subject to this  Agreement and the purchase  price  therefore  shall be
         proportionately adjusted.

6.       In addition to the  compensation  described in  paragraph 3 above,  the
         Company  agrees  promptly to reimburse  SAG,  upon request from time to
         time, for all direct and verifiable  out-of-pocket expenses incurred by
         SAG in  connection  with this  agreement  and the matters  contemplated
         hereby (including, but not limited to, duplicating charges, postage and
         delivery  costs,   telecopying  and  long-distance  telephone  charges,
         computer charges, and all approved travel, lodging, and meal expenses).
         It  is  agreed  that  any  single   expense  item  over  $300  must  be
         pre-approved  by the Company.  Without  limiting the  generality of the
         foregoing, the Company specifically agrees that SAG may retain counsel,
         and other consultants or advisors, to assist it in connection herewith,
         and that the Company will  reimburse SAG  hereunder for the  reasonable
         fees and  disbursements  of such  counsel,  consultants,  and  advisors
         provided  that prior  approval  has been  obtained in writing  from the
         Company.

7.       The Company  agrees to indemnify and hold harmless SAG, the members and
         managers of SAG, and their agents, attorneys, employees, and affiliates
         from and against all claims, actions, or demands that arise out of this
         letter agreement and the services  provided  hereunder or in connection
         herewith  and any  expenses  (including  reasonable  attorneys'  fees),
         liabilities,  losses, or


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         damages  resulting from such claims,  actions,  and demands,  including
         without  limitation  amounts paid in settlement or compromise  thereof;
         provided,  however,  that this  indemnity will not extend to conduct of
         such an indemnified party which is finally  determined by a judgment of
         a court of competent  jurisdiction  not to have been undertaken in good
         faith and in a manner  reasonably  believed  to be in or not opposed to
         the best interests of the Company.

8.       The  obligations  of  SAG  and  the  Company  are  solely  entity-level
         obligations,  and  no  officer,  director,  manager,  employee,  agent,
         shareholder,  member,  or  controlling  person will be subjected to any
         personal  liability  whatsoever  to any person or entity,  nor will any
         such  claim be  asserted  by or on behalf  of any  other  party to this
         letter  agreement  or any  person or  entity  relying  on the  services
         provided hereunder.

9.       Either party  hereto may  terminate  this letter  agreement at any time
         upon thirty (30) days written notice,  without  liability or continuing
         obligation,  except as set  forth in the  following  sentence.  Neither
         termination  of this letter  agreement nor completion of the assignment
         contemplated  hereby will affect: (i) any compensation or fee earned by
         SAG up to the date of termination  or  completion,  as the case may be,
         (ii) the  reimbursement  of expenses  incurred by SAG up to the date of
         termination or completion,  as the case may be, or (iii) the provisions
         of paragraphs 3 through 13, inclusive, of this letter agreement, all of
         which will remain operative and in full force and effect.

10.      Any advice rendered by SAG pursuant to this letter agreement may not be
         disclosed  publicly without SAG's prior written consent.  SAG agrees to
         sign  the  Company's  standard   Confidentiality   and  Non  Disclosure
         Agreement.

11.      The  validity  and  interpretation  of this  letter  agreement  will be
         governed  by  the  laws  of  the  State  of  California  applicable  to
         agreements made and to be fully performed therein.

12.      SAG is and  shall be  deemed  to be an  independent  contractor  of the
         Company and nothing  contained  herein shall be deemed to  constitute a
         partnership  or joint  venture by the  parties  hereto,  or  constitute
         either party the employee or agent of the other.

13.      This  agreement  may not be assigned by either party  without the other
         party's  prior  written  consent.  Nothing  in this  letter  agreement,
         expressed  or  implied,  is  intended  to confer or does  confer on any
         person or entity  other than the  parties  hereto and their  respective
         successors and permitted assigns and, to the extent expressly set forth
         herein,  the  indemnified  parties and their  successors  and permitted
         assigns,  any  rights or  remedies  under or by  reason of this  letter
         agreement  or as a  result  of  the  services  to be  rendered  by  SAG
         hereunder.  The  obligations  and  liabilities  assumed in this  letter
         agreement by the parties  hereto will be binding upon their  respective
         successors and permitted assigns.

14.      This agreement incorporates the entire understanding of the parties and
         supersedes all previous  agreements or understandings,  whether written
         or oral,  and may be  modified  or amended  only by an express  writing
         executed by all parties hereto.


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15.  The  invalidity  or  unenforceability  of  any  provision  of  this  letter
     agreement  will not  affect the  validity  or  enforceability  of any other
     provision  of this  letter  agreement,  which will remain in full force and
     effect pursuant to the terms hereof.

16.  For the  convenience of the parties  hereto,  any number of counterparts of
     this letter  agreement  may be executed  by the parties  hereto.  Each such
     counterpart will be, and will be deemed to be, an original instrument,  but
     all such  counterparts  taken  together  will  constitute  one and the same
     letter agreement.

SAG trusts that the foregoing  terms and conditions are agreeable to the Company
and requests  that the Company sign the enclosed  copy of this letter  agreement
and return it to SAG.

Sincerely,

SCHEINROCK ADVISORY GROUP



By:      /S/ JEFF SCHEINROCK
         --------------------------
         Jeff Scheinrock, CEO

The  foregoing has been approved and  accepted,  and the  undersigned  agrees to
retain Scheinrock Advisory Group upon the foregoing terms and conditions.

Dated:   _____________________

Brilliant Digital Entertainment



By:      /S/ KEVIN BERMEISTER
         --------------------------
         Kevin Bermeister


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