EXHIBIT 10.6

                           JOINT ENTERPRISE AGREEMENT

         THIS AGREEMENT (this  "AGREEMENT") is entered into as of June 23, 2003,
by and between ALTNET, INC., a Delaware corporation  ("ALTNET") and a subsidiary
of Brilliant Digital  Entertainment,  Inc., a Delaware  corporation,  located at
6355 Topanga Canyon Blvd.,  Suite 120,  Woodland Hills,  California  91367,  and
SHARMAN  NETWORKS  LIMITED,  a  company  organized  under  the  laws of  Vanuatu
("SHARMAN").

                                    RECITALS

         WHEREAS, Sharman was created with the intention of working jointly with
Altnet to develop a business  by which the power of  peer-to-peer  file  sharing
could be used to distribute copyright licensed content for profit;

         WHEREAS,  prior to the  effective  date of this  Agreement,  Altnet and
Sharman  have been  sharing  revenue  derived  from the joint use of Sharman and
Altnet's technology pursuant to an oral agreement;

         WHEREAS, their prior oral agreement and this Agreement promote and seek
to attain the joint commercial goals of Altnet and Sharman;

         WHEREAS,  the joint commercial goals of Altnet and Sharman could not be
attained  except through the use and  contribution  by each of their  respective
technologies to this joint enterprise; and

         WHEREAS,  Altnet and Sharman have entered into this  Agreement in order
to share the profits created from this joint enterprise.

                                    AGREEMENT

         In consideration of the foregoing and the mutual terms,  conditions and
covenants  hereinafter  set  forth,  Altnet  and  Sharman  (each a  "PARTY"  and
collectively, the "PARTIES") agree as follows:

         1.       DEFINITIONS.

                  1.1.     "ALPM"  shall  have the  meaning  given  such term in
SECTION 4.6.

                  1.2.     "ASM" shall mean the Altnet Signing  Module  computer
software  application  program that is  installed  on an end user's  computer to
enable the award to the user and  management of Altnet Points (as defined below)
under the  Altnet  loyalty  points  program.  The ASM is more  fully  defined on
EXHIBIT C.

                  1.3.     "CLAIM"  shall  have the  meaning  given such term in
SECTION 9.3.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

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                  1.4.     "CONTENT CHANNEL," "CONTENT CHANNEL  AGREEMENTS," and
"CHANNEL PARTNERS" shall have the meanings given such terms in SECTION 4.7.1.

                  1.5.     "CONVERSION  RATES"  means  the  percentage  of Index
Search Results  displayed to users of the KMD Technology  which result in a user
download of the content files located through the Index Search Results.

                  1.6.     "DEFAULT  PERIOD"  shall have the meaning  given such
term in SECTION 8.3.

                  1.7.     The  "EFFECTIVE  DATE" of this Agreement is April 30,
2002.

                  1.8.     "GENERAL  KEYWORDS" shall have the meaning given such
term in SECTION 3.2.

                  1.9.     "GROSS REVENUE" means all revenue  actually  received
by Altnet or Sharman from the  commercial  exploitation  of Index Search Results
("ALTNET  SALES").  The "BASELINE"  initially refers to monthly Gross Revenue of
$*** U.S. dollars commencing October 1, 2003. The Baseline shall be increased by
a reasonable  amount mutually agreed upon by the Parties  starting on January 1,
2004  and  every  twelve  months  thereafter,  with  such  agreement  not  to be
unreasonably  withheld.  The  Parties  shall  negotiate  in good  faith to reach
agreement on the amount of the annual increase to the Baseline for each year. If
the Parties fail to mutually  agree on the amount of the annual  increase to the
Baseline within 60 days after the end of the applicable  year, then the Baseline
for the then current year shall automatically  increase to *** percent (***%) of
the prior year's Baseline.

                  1.10.    "INDEX SEARCH  RESULTS" means search results that are
provided by Altnet's and/or a third-party's  centrally controlled,  distributed,
or other type of index in response to KMD Technology users' search queries, such
as those provided by Altnet through its TopSearch function. Index Search Results
do not include any index method, if any, deployed in the KMD Technology prior to
March 2002.

                  1.11.    "INFOTIPS"  means a small,  separate  window over the
Kazaa GUI that pops up when end users of the KMD Technology click to download an
Altnet file which displays information (other than advertisements, except to the
extent mutually agreed to by Altnet and Sharman) that is directly related to the
content selected for download by the user.

                  1.12.    "KAZAA GUI" means the Kazaa  Graphic  User  Interface
that  comprises  part of the KMD  Technology,  and any successor or  replacement
graphical user interfaces.

                  1.13.    "KMD TECHNOLOGY"  means the  peer-to-peer  technology
platform  currently  known as the Kazaa  Media  Desktop  and any  future  fixes,
updates, upgrades and replacements to or for the Kazaa Media Desktop.

                  1.14.    "MAJOR  ENTERTAINMENT  COMPANY"  means (A) any global
media or  content  company  which,  together  with all of its  subsidiaries  and
affiliates, (i) agrees to use Index Search Results in the Kazaa GUI to locate at
least 100 titles of popular music or 5 titles of mass market


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***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

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motion  pictures or  television  series,  and (ii) has at least $500  million in
annual revenue on a consolidated  basis, or (B) any licensee of content from any
company that meets the  definition in clause (A) that agrees to use Index Search
Results  in the Kazaa GUI to locate at least 100  titles of  popular  music or 5
titles of mass market motion  pictures or television  series,  regardless of the
level of such licensee's revenues.  Notwithstanding this definition,  Altnet and
Sharman may  mutually  designate  particular  companies  as Major  Entertainment
Companies from time to time.

                  1.15.    "MARKS" shall mean trademarks,  service marks,  trade
names, and logos.

                  1.16.    "NET REVENUE" means Gross Revenue,  less actual third
party (i.e.,  parties other than Altnet or its affiliates) costs,  royalties and
revenue  share  payments  directly  attributable  to an Altnet Sale  (including,
without  limitation,  DRM and digitization  costs incurred for preparing digital
files for sale by Altnet,  fees and  commissions  paid or  payable  to  business
development  consultants,  bankers  and  finders  for  sourcing  the  commercial
relationship that resulted in the applicable Altnet Sale, and royalties or other
revenue share payments to third parties from whom Altnet has acquired  rights to
distribute digital files),  provided that sales commissions and other consulting
fees  payable to third  parties for  assisting  in  obtaining  rights to digital
content shall not exceed *** percent (***%) of Gross Revenue.

                  1.17.    "OTHER  CHANNEL  GROSS  REVENUE"  means  all  revenue
actually  received  by  Altnet  or  Sharman  from a  Content  Channel  Agreement
generated by Altnet, other than Gross Revenue from Altnet Sales.

                  1.18.    "OTHER CHANNEL NET REVENUE" means Other Channel Gross
Revenue,  less  actual  third  party  (i.e.,  parties  other than  Altnet or its
affiliates) costs, royalties and revenue share payments directly attributable to
a Content Channel Agreement (including, without limitation, DRM and digitization
costs  incurred for  preparing  digital  files in  connection  with such Content
Channel Agreement,  fees and commissions paid or payable to business development
consultants,  bankers and finders for sourcing the commercial  relationship that
resulted in the applicable  Content  Channel  Agreement,  and royalties or other
revenue share payments to the Channel Partner),  provided that sales commissions
and other  consulting  fees payable to third  parties for assisting in obtaining
rights under the Content  Channel  Agreement shall not exceed *** percent (***%)
of Other Channel Gross Revenue.

                  1.19.    "PEERENABLER  SOFTWARE"  shall mean Joltid  Limited's
"PeerEnabler"  peer-to-peer network software  application,  which forms a system
which is capable of  digitally  signing and  publishing  data files,  and making
these  data  files  available  for end users to  download  from  other end users
(peer-to-peer  transfers)  and if no  other  end  user  has the  data  file  the
requesting end user will be able to download the file from a web server.

                  1.20.    "POINTS  MANAGER RULES" shall mean the rules relating
to the issuance of Altnet Points to end users established by Altnet from time to
time and communicated to Sharman, including,  without limitation, rules relating
to the number of Altnet Points that can be awarded to end users for making their
computer resources  available to Sharman for distribution of the KMD Technology,
and rules  relating to how Altnet  Points can be redeemed for various


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***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

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products  and/or  services  using the ALPM. The initial Points Manager Rules are
set forth on EXHIBIT D attached hereto.

                  1.21.    "RECORDS"  shall  have the  meaning  given in SECTION
5.3.

                  1.22.    The   "TOPSEARCH   FUNCTION"   refers  to  an  Altnet
technology by which a bundled Altnet component (such as a DLL) would receive the
KMD Technology  user's search queries and return Indexed Search  Results,  where
those search results are based on information supplied,  directly or indirectly,
from an Altnet and/or third party (as appointed by Altnet)  database.  It is the
responsibility  of the KMD Technology to display the Index Search Results to the
user in the Kazaa GUI,  such that the user can click on and  download  the file.
When a user clicks to download an Indexed Search Result file, the KMD Technology
will pass all necessary information on to the bundled Altnet component such that
the Altnet  component  can download the file onto the user's  machine,  generate
statistics,  and any other  functions  that  would  reasonably  form part of the
operation of such a system.

                  1.23.    "TOPSEARCH  KEYWORDS" shall have the meaning given in
SECTION 3.2.

         2.       EXCLUSIVE ENGAGEMENT.

                  2.1.     Subject to the terms and conditions set forth in this
Agreement,  Sharman hereby appoints Altnet,  and Altnet hereby accepts Sharman's
appointment, as the exclusive (even as to Sharman) representative of Sharman for
the sale, license,  and/or other commercial exploitation of Index Search Results
displayed on or otherwise  accessed  using the Kazaa GUI in response to end user
search requests conducted using the KMD Technology.

                  2.2.     Sharman  acknowledges  and  agrees  that,  during the
Term, Sharman shall retain no right to sell, license, or otherwise  commercially
exploit Index Search  Results,  nor shall Sharman have the right to grant to any
third  party the right to do so, and that such  functions  shall be  exclusively
reserved to Altnet upon the terms and conditions set forth in this Agreement.

                  2.3.     The Parties  acknowledge that the mutual objective of
this Agreement is to create a business model developed for sustainable growth as
indicated  by  increases  in  Conversion  Rates and Gross  Revenue  and agree to
exercise  any  discretion  afforded  by  this  Agreement  towards  those  goals,
including,  but not limited to,  agreement to maintain  strict quality  controls
over files and descriptions as detailed in SECTION 4.5.

                  2.4.     Sharman  hereby grants to Altnet,  during the term of
this Agreement, a worldwide, non-exclusive, limited, non-transferable license to
use Sharman's Marks,  including without limitation  "Kazaa",  in connection with
the exploitation by Altnet of its other rights hereunder.

         3.       DELIVERY OF ALTNET SEARCH RESULTS; INFOTIPS.

                  3.1.     Subject   to  the  terms  and   conditions   of  this
Agreement,  Altnet shall have the right to display  Index Search  Results in the
Kazaa GUI in  response  to  search  requests


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***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


conducted  by end  users  of the KMD  Technology,  and  deliver  or  cause to be
delivered  media and other content to end users from Altnet's  servers,  a third
party's (as appointed by Altnet) servers, Altnet's software applications, or the
KMD Technology, at Altnet's discretion.

                  3.2.     Subject   to  the  terms  and   conditions   of  this
Agreement,  Altnet shall have  placement  rights  permitting it to display Index
Search Results in the Kazaa GUI in response to top search  keywords  ("TOPSEARCH
KEYWORDS") as set forth on EXHIBIT A, and Altnet shall have the right to display
Index Search Results in the Kazaa GUI in response to general keywords  ("GENERAL
KEYWORDS")  as set forth on EXHIBIT A.  Altnet  shall,  in its sole  discretion,
determine  whether  Index Search  Results are displayed in response to TopSearch
Keywords or General Keywords.

                  3.3.     Notwithstanding  EXHIBIT  A,  the  Parties  agree  to
negotiate in good faith for any  reasonably  necessary  changes in the number of
Index Search Results displayed for TopSearch Keywords,  based upon the responses
of users of the KMD Technology to the content located through these results, the
availability of quality  content,  statistical data on Conversion  Rates,  Gross
Revenue,  and evidence of licensing the content  located by Index Search Results
by the users of the KMD Technology.

                  3.4.     With respect to Index Search Results only, during the
term of this  Agreement,  Altnet also shall have the exclusive right (even as to
Sharman)  to  display  InfoTips  in the Kazaa GUI when an end user  clicks on an
Index Search Result to download a file. Sharman shall not display, or permit the
display in the Kazaa  GUI,  of  InfoTips  or  similar  contextual  informational
windows  in  response  to an end user  clicking  on an Index  Search  Result  to
download a file.  Altnet's  right to display  InfoTips in the Kazaa GUI shall be
subject to the additional  terms and  restrictions set forth in EXHIBIT B and to
the parameters as detailed in Section 2.3 of this Agreement. 3.5. In addition to
Sharman's  other  obligations in this SECTION 3, Sharman shall use  commercially
reasonable  efforts to  implement  such  technological  modifications  as may be
reasonably  requested by Altnet in order to timely  accomplish  and maintain the
functioning  of the  foregoing,  and use its best  efforts to continue to bundle
during the term of this Agreement the TopSearch  function for  installation as a
mandatory  application  (meaning  users of the KMD  Technology  must install the
TopSearch  function  simultaneously  with  the KMD  Technology  with  which  the
TopSearch  function  is  distributed)  with  any  and all  downloads  of the KMD
Technology (other than downloads of pre-release alpha, test, evaluation and beta
versions of the KMD Technology),  subject to Sharman's  release schedule for new
versions. Additionally, Sharman will take all necessary steps to ensure that the
KMD Technology  will cease to operate,  and require  re-installing,  if the user
uninstalls or removes the TopSearch  function  from their  computer.  Each Party
shall bear its own costs in connection with such technological modifications.


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***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


         4.       ALTNET SERVICES.

                  4.1.     During the Term,  Altnet  shall use its  commercially
best   efforts   to   solicit   media  and  other   content   owners  and  their
representatives,  including  advertising  agencies,  for the purpose of selling,
licensing,  or otherwise  commercially  exploiting  Index Search Results without
infringement upon the valid rights, including copyrights, trademarks or patents,
of others, on such terms and conditions acceptable to Altnet and the third party
content owners.  Altnet may engage third parties to assist in the sale, license,
or other commercial exploitation of Index Search Results.

                  4.2.     During the Term,  Sharman  agrees  that  Altnet,  its
affiliates and representatives shall have the authority, and the exclusive right
(even as to Sharman),  to negotiate and execute such third party  agreements for
the  exploitation of Index Search Results.  Sharman shall  reasonably  cooperate
with and provide reasonable assistance to Altnet in connection with, and for the
purpose of  enabling  Altnet to perform  under,  any such  agreement;  provided,
however,  Sharman  shall not be  obligated  to incur  out-of-pocket  expenses in
connection  with  such  cooperation  and  assistance  and  Sharman  shall not be
obligated to provide such cooperation or assistance if it unduly interferes with
Sharman's conduct of its business.

                  4.3.     During the Term,  Sharman  agrees that  Altnet  shall
have the authority,  and the exclusive right (even as to Sharman),  to integrate
payment and micropayment systems into the KMD Technology for content that is the
subject of Index Search Results,  and to operate and offer to content owners and
other third parties payment, billing and collection services that are integrated
with such  payment and  micropayment  systems.  Sharman  shall use  commercially
reasonable  efforts to  implement  such  technological  modifications  as may be
reasonably  requested by Altnet in order to timely  accomplish  and maintain the
functioning  of the  foregoing,  subject to Sharman's  release  schedule for new
versions.  Each  Party  shall  bear  its  own  costs  in  connection  with  such
technological modifications.

                  4.4.     Notwithstanding the foregoing,  if Sharman reasonably
determines that Altnet's  integrated  payment and  micropayment  systems are not
meeting  industry  standards  for similar  systems (in terms of price,  quality,
accessibility, or other like factors), then Sharman must notify Altnet as to the
perceived  deficiency.  At such time,  Altnet shall have forty five (45) days to
cure such  deficiency.  If no cure has occurred  within such  sixty-day  period,
then, at Sharman's  election made by written notice delivered at any time before
such  deficiency is actually  cured,  the exclusive  rights granted to Altnet in
SECTION 4.3 shall terminate and become nonexclusive.

                  4.5.     Altnet agrees to make commercially reasonable efforts
to manage  the sale of  keywords  and the  selection  of files  located by Index
Search Results so as to maintain relevance and maximize the Conversion Rates and
Gross Revenue. Relevance refers to providing search results that relate directly
to the search  terms  entered by users.  For example,  if a user  searches for a
particular  music  artist,  the  "relevant"  results  provided by Altnet will be
licensed  songs by that  artist,  samples  and  previews  of such  songs,  other
promotional  material for that artist or other material that directly relates to
the particular  artist or their music.  Altnet


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***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


acknowledges  that keywords that lead to  irrelevant  Index Search  Results will
negatively impact the Conversion Rates.

                  4.6.     Altnet has developed a "points"  management  software
program  (the  "ALPM"),  presently  referred  to as the "Altnet  Loyalty  Points
Manager,"  which  enables  users,  including  users  of the KMD  Technology,  to
accumulate  points  ("ALTNET  POINTS") as a form of reward  currency  for making
certain of their computer  resources  available to Altnet in connection with the
commercial exploitation of Index Search Results and other functions. The Parties
anticipate  that the ALPM will  encourage  greater use of the Altnet service and
maximize  Conversion  Rates and Gross  Revenue to the benefit of both Altnet and
Sharman.   Sharman  shall  reasonably  cooperate  with  and  provide  reasonable
assistance to Altnet in connection  with, and for the purpose of enabling Altnet
to  deploy,  the  ALPM,  including,   without  limitation,   using  commercially
reasonable  efforts to  implement  such  technological  modifications  as may be
reasonably  requested by Altnet in order to timely  accomplish  and maintain the
functioning  of the  foregoing,  subject to Sharman's  release  schedule for new
versions.  Sharman  shall not,  however,  be  obligated  to incur  out-of-pocket
expenses in connection  with such  cooperation  and assistance and Sharman shall
not be  obligated  to  provide  such  cooperation  or  assistance  if it  unduly
interferes  with  Sharman's  conduct  of its  business.  Sharman  will  take all
reasonable  steps to ensure that the ALPM is, and remains,  a mandatory  install
when the KMD Technology is installed. However, once the ALPM is installed, users
shall be free to uninstall the ALPM,  with no  requirement  on Sharman's part to
make the KMD Technology cease to operate if such uninstall occurs.

                  4.7.     CONTENT CHANNELS.

                           4.7.1.   Subject  to the terms of this  SECTION  4.7,
and  during  the term of this  Agreement,  Sharman  hereby  grants to Altnet the
non-exclusive right to enter into agreements ("CONTENT CHANNEL AGREEMENTS") with
third parties  ("CHANNEL  PARTNERS") to provide for the  establishment of one or
more browse channels within the Kazaa GUI that enable users to find and download
rights-managed  content  from the  relevant  browse  channel  in a single  click
process  (each,  a "CONTENT  CHANNEL"),  and to provide for all of the terms and
conditions governing the management,  maintenance, operation, and other elements
of each Content Channel.

                           4.7.2.   Sharman's obligations under this SECTION 4.7
with respect to each Content Channel shall be subject to Sharman's prior written
approval  of the  terms  of the  applicable  Content  Channel  Agreement,  which
approval may be withheld by Sharman in its absolute discretion,  and absent such
approval,  Sharman shall have no  obligation  to Altnet or any Channel  Partner.
Altnet shall not enter into any Content Channel Agreement with a Channel Partner
without first receiving Sharman's aforementioned prior written approval. Sharman
shall, if requested by Altnet,  assist Altnet in negotiations  with  prospective
Channel Partners.

                           4.7.3.   With   respect  to  each   Content   Channel
Agreement  approved  by  Sharman  and  entered  into by Altnet  and the  Channel
Partner,  during the term of the Content  Channel  Agreement  (including for the
duration of any renewals and extensions  thereof),  Sharman shall provide Altnet
reasonable  access  to any  and  all  necessary  services,  support,


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***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


personnel,  employees,  facilities,  bandwidth,  intellectual property, software
(including the KMD Technology) hardware, and any other assets of Sharman, and to
perform  any  services  required,  and to  cooperate  with Altnet to its fullest
extent,  to enable Altnet to perform those obligations under the Content Channel
Agreement  that,  by their  express or implied  terms,  require  such assets and
assistance from Sharman; PROVIDED,  HOWEVER, that Sharman shall not be obligated
to  incur  out-of-pocket  expenses  in  connection  with  such  cooperation  and
assistance  and Sharman  shall not be obligated to provide such  cooperation  or
assistance  if it unduly  interferes  with  Sharman's  conduct of its  business.
Furthermore,  Sharman  agrees not to take any action  within its  control  which
would cause  Altnet to be in breach of its  obligations  to the Channel  Partner
under the Content Channel Agreement.

                           4.7.4.   The  Parties  agree  that  all  Net  Revenue
derived from any Content Channel Agreement  delivered by Altnet shall be divided
*** as provided in SECTION 5 below.  The  Parties  further  agree that all Other
Channel Net Revenue shall  similarly be divided ***.  SECTIONS 5.2 and 5.3 shall
also apply to Other Channel Net Revenue.

                           4.7.5.   The Parties obligations with respect to each
Content  Channel  Agreement  entered into prior to  termination or expiration of
this Agreement  shall survive such  termination or expiration and shall continue
during the term of the Content Channel Agreement  (including for the duration of
any renewals and extensions thereof).

                  4.8.     Altnet  agrees  to  create,   safely  maintain,   and
preserve all statistical records of the responses of users of the KMD Technology
to the content  located  through  Index Search  Results  displayed for TopSearch
Keywords,  including the statistical data on Conversion Rates, and other records
pertaining to licensing the content located by Index Search Results by the users
of the KMD Technology,  in an understandable form, in the English language. Such
records  should be kept  throughout  the  duration of this  Agreement  and for a
period of three (3) years from their creation.  Altnet further agrees to provide
summaries of such records to Sharman  every two weeks for the first three months
following the Effective Date, and *** thereafter until Termination.  Sharman may
request to audit the complete records once in any *** period upon seven (7) days
written  notice.  Any such audit shall be at  Sharman's  cost and  conducted  by
Sharman or by an independent  certified public  accountant  selected by Sharman,
and shall be conducted during regular business hours and in such a manner as not
to unreasonably interfere with Altnet's normal business activities.

         5.       CONSIDERATION.

                  5.1.     In consideration of the Parties respective rights and
obligations  under this Agreement,  the Parties agree that all Net Revenue shall
be divided ***.

                  5.2.     The Parties agree that, except as otherwise  provided
herein, all amounts payable by one Party to the other Party under this Agreement
shall be paid  within  *** days  following  the end of the  month in which  such
amounts were actually received by the Party obligated to make the payment.


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***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                  5.3.     Altnet  agrees  to  create,   safely  maintain,   and
preserve records of all Altnet Sales, payments made, payments received, payments
due,  price  lists,  contracts  executed,  and all  other  relevant  commercial,
business,  financial,  shipping,  or accounting  documentation  related  thereto
(collectively "RECORDS") in an understandable form, in the English language, and
using generally accepted  accounting  practices and reasonable business methods.
Such Records should be kept  throughout the duration of this Agreement and for a
period of three (3) years from  creation of that  record.  During  this  period,
Sharman may cause an audit to be made of the Records in order to verify Altnet's
compliance with this  Agreement.  Any such audit shall be conducted by Sharman's
accountants  or  finance  department  or  by  an  independent  certified  public
accountant  selected by Sharman,  and shall be conducted during regular business
hours and in such a manner as not to unreasonably interfere with Altnet's normal
business  activities.  Sharman  shall pay for any such  audit,  unless the audit
shows that Altnet  underpaid  the fees due under this  Agreement by five percent
(5%) or more or otherwise breached this Agreement in a material manner. In those
cases,  Altnet shall pay Sharman for the costs associated with the audit, remedy
any breach if possible, use commercially reasonable efforts to mitigate any harm
resulting from the breach,  and immediately pay any missed payments owed Sharman
subject to a *** late fee (or the maximal amount allowable by law,  whichever is
less) accumulated per month for each month (rounded up) that the fees were late.
In no event shall audits be made more  frequently  than once annually unless the
immediately  preceding audit disclosed a material  discrepancy or  underpayment.
The above  repayment and remedies  shall not affect  Sharman's  other  available
remedies in law or equity.

                  5.4.     As  additional  consideration  to Sharman,  Brilliant
Digital Entertainment, Inc., a Delaware corporation and the holder of a majority
of Altnet's issued and outstanding  voting  securities  ("BDE"),  shall issue to
Sharman as soon as practicable  following  execution of this  Agreement,  a five
year warrant (the "WARRANT") to purchase up to 14,000,000 shares of BDE's common
stock,  par value  $0.001 per share,  at an  exercise  price equal to the volume
weighed  average  price of a share of BDE's Common  Stock on the American  Stock
Exchange  over the 5  consecutive  trading days ending on June 23,  2003,  which
Warrant  shall vest 50% three months  following  the date of issuance and 50% on
the second  anniversary of the date of issuance (provided that this Agreement is
still in  effect),  and  shall  otherwise  be on the terms  and  subject  to the
conditions set forth in the form of warrant attached hereto as EXHIBIT E.

         6.       LICENSE TO ALTNET SIGNING MODULE.

                  6.1.     LICENSE  GRANT.  Altnet  hereby  grants to  Sharman a
limited,  non-exclusive,  non-sublicensable (except for sublicenses permitted by
SECTION 6.3 and SECTION 7 below),  non-assignable license (the "ASM LICENSE") to
install and use the ASM, as more fully described on EXHIBIT C to this Agreement,
and any future  programming  fixes,  updates and upgrades to the ASM provided to
Sharman (the "ASM  LICENSED  SOFTWARE"),  for the limited  purpose  described in
SECTION 6.2 below (the "ASM LIMITED PURPOSE").

                  6.2.     ASM LIMITED PURPOSE. Sharman may use the ASM Licensed
Software solely to authenticate  and issue Altnet Points to end users that place
the KMD  Technology  in the  end  users'  My  Shared  Folder  and  make  the KMD
Technology  available to be uploaded by others


                                       9
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


using the  PeerEnabler  Software.  Sharman may only issue  Altnet  Points to end
users based on the Points Manager Rules.

                  6.3.     LICENSE  RESTRICTIONS.  The ASM Licensed Software may
be used solely for the ASM Limited  Purpose.  Sharman  shall not: (i) remove any
proprietary  notices  from the ASM  Licensed  Software;  (ii)  cause,  permit or
authorize the modification,  creation of derivative works, translation,  reverse
engineering,  decompiling or disassembling of the ASM Licensed  Software;  (iii)
sell,  assign,  rent, lease, act as a service bureau, or grant rights in the ASM
Licensed Software,  including,  without limitation,  through sublicense,  to any
other entity without the prior written consent of Altnet,  except as provided in
SECTION 7 below,  and  except  that  Sharman  may  sublicense  the ASM  Licensed
Software to end users for the ASM Limited Purpose;  (iv) export or re-export the
ASM  Licensed  Software in violation  of U.S.  export  laws;  or (v) use the ASM
Licensed  Software  to, or in any way that would,  violate any  applicable  law,
regulation or ordinance.

                  6.4.     PROPRIETARY   RIGHTS.   The  ASM  Licensed   Software
contains   proprietary  and  confidential   information  of  Altnet,   including
copyrights,  trade secrets and  trademarks and is protected by United States and
international  copyright  laws.  The ASM Licensed  Software,  including  without
limitation all intellectual  property rights therein and thereto,  are and shall
remain the exclusive  property of Altnet and its  suppliers,  and except for the
limited  license  granted to  Sharman,  Altnet  reserves  all  right,  title and
interest in and to the ASM Licensed Software.  Sharman shall not take any action
to  jeopardize,  limit or interfere  with Altnet's  ownership of and rights with
respect to the ASM Licensed Software. Sharman acknowledges that any unauthorized
copying or unauthorized use of the ASM Licensed  Software is a violation of this
ASM License and copyright laws and is strictly prohibited.

                  6.5.     POINTS. Sharman acknowledges and agrees that: (1) the
Altnet  Points are the sole  property  of Altnet and that  Sharman has no claim,
right,  title or  interest  in and to the Altnet  Points  that may be awarded by
Sharman to end users as provided herein; (2) the Altnet Points may be issued for
the ASM Limited  Purpose only,  and Sharman shall not  otherwise  give,  assign,
transfer,  trade, bargain, sell or otherwise distribute Altnet Points to any end
user or third party; and (3) Altnet has the right to amend, change or modify the
Points  Manager  Rules or Altnet's  policies  regarding the Altnet Points at any
time and at  Altnet's  sole  discretion,  including,  but not  limited  to,  the
cancellation,  removal and/or termination of the Altnet Points and/or the Altnet
loyalty  points  program  in  its  entirety  without  any  recourse  to  Sharman
whatsoever.  Altnet shall give Sharman at least thirty (30) days advance written
notice of any material change or addition to the Points Manager Rules, and shall
consult  with  Sharman in advance of  implementing  any change or addition in an
effort to minimize the adverse  impact of the change or addition on users of the
KMD  Technology  and to allow  Sharman  to inform  such  users of the  change or
addition.  Furthermore,  Altnet  shall not cancel,  remove or  terminate  Altnet
Points and/or the Altnet loyalty points program without  providing  Sharman with
at least  sixty (60) days  advance  written  notice.  Sharman  and Altnet  shall
cooperate in providing notice to users of the KMD Technology of the cancellation
or termination in an effort to minimize the adverse  reaction such  cancellation
or termination  has among users of the KMD Technology.  Until  expiration of the
sixty  (60) day notice  period,  Altnet  shall  continue  to operate  the Altnet


                                       10
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


loyalty points program in substantially  the same manner it operated the program
at the time of  delivery  of the notice  (except  that after  thirty  (30) days,
Altnet  shall not be required to issue  additional  Altnet  Points),  including,
without  limitation,  allowing  users of the KMD  Technology  to  redeem  Altnet
Points.

                  6.6.     TERM; TERMINATION OF ASM LICENSE.

                           6.6.1.   The ASM License provided for in this SECTION
6 will become  effective  as of the date hereof and,  unless  terminated  as set
forth  herein,  shall  continue  for an initial term of three (3) years from the
date hereof.  This SECTION 6 shall  automatically renew for additional three (3)
year terms.

                           6.6.2.   The ASM License provided for in this SECTION
6 shall terminate prior to expiration of the then current term upon the earliest
of (i)  termination or non-renewal of this  Agreement,  as provided in SECTION 8
hereof,  (ii) Altnet's  cancellation  and/or  termination  of the Altnet loyalty
points  program,  and (iii) a date which is ninety (90) days  following  written
notice by Altnet to Sharman of  termination  of the ASM License  provided for in
this SECTION 6.

                           6.6.3.   Upon  termination  or  expiration of the ASM
License,  Sharman shall immediately cease the use of the ASM Licensed  Software,
including,  without limitation,  using the ASM Licensed Software to authenticate
and award Altnet Points to end users of the KMD Technology.

         7.       RIGHT OF SUBLICENSE.

                  7.1.     GRANT.  Altnet  hereby  grants to  Sharman a limited,
non-exclusive, non-assignable right to sublicense the (a) ASM, (b) the TopSearch
function,  and (c) the ALPM,  and any  future  programming  fixes,  updates  and
upgrades   to   the   foregoing   software   applications   (collectively,   the
"SUBLICENSABLE  SOFTWARE"),  to Qualified Sublicensees,  for the limited purpose
described in Section 7.2 below (the "LIMITED SUBLICENSE PURPOSE").

                  7.2.     LIMITED  SUBLICENSE  PURPOSE.  Sharman may sublicense
each  component of the  Sublicensable  Software to any third party (a "QUALIFIED
SUBLICENSEE")  to  whom  Sharman  sublicenses  rights  to  use  the  "FastTrack"
peer-to-peer  file  sharing  technology  for use in an Internet  application  (a
"QUALIFIED  APPLICATION"),  for  substantially  the same  uses,  and  subject to
substantially  the same limitations on use,  applicable to Sharman in its use of
the Sublicensable Software for its own purposes,  including, without limitation,
the following general purposes:

                           7.2.1.   TOPSEARCH FUNCTION -- for the sale, license,
and/or other  commercial  exploitation  of Index Search Results  displayed on or
otherwise   accessed   using  the  graphic  user   interface  of  the  Qualified
Sublicensee's  Qualified  Application  in response  to end user search  requests
conducted using such Internet application;

                           7.2.2.   ALPM - to  enable  users  of  the  Qualified
Sublicensee's  Qualified Application to earn Altnet Points for making certain of
their computer  resources  available to


                                       11
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


Altnet in connection  with the commercial  exploitation  of Index Search Results
and other functions; and

                           7.2.3.   ASM  -- to  authenticate  and  issue  Altnet
Points to end users that make the Qualified  Sublicensee's Qualified Application
available to be uploaded by others using the PeerEnabler Software.

                  Sharman  acknowledges  and  agrees  that it shall not have the
right to sublicense the Sublicensable Software for any purpose for which Sharman
itself does not have the right to use the Sublicensable  Software,  and that any
Qualified  Sublicensee's use of the Sublicensable  Software shall be so limited.
Any sublicense  agreement shall contain agreements of the Qualified  Sublicensee
which are substantially  equivalent (and identical,  where appropriate) to those
of Sharman  set forth in SECTION  6.3  through  SECTION  6.5  hereof,  and shall
provide  for  termination  of the  Qualified  Sublicensees'  right  to  use  the
Sublicensable  Software on substantially the same terms set forth in Section 6.5
(with  respect  to the ASM and the ALPM)  and  Section  8 (with  respect  to the
TopSearch function).

                  7.3.     LONG FORM AGREEMENT.  Sharman and Altnet  acknowledge
that it is there present intention to enter into long form agreements  providing
for  Sharman's  right to  sublicense  the  Sublicensable  Software to  Qualified
Sublicensees,  and agree to negotiate  such long form  agreements  in good faith
with the  intent  to enter  into  such  agreements  prior to any  sublicense  by
Sharman.  If the parties do not enter into any such long form  agreements,  then
this Agreement shall control the parties' rights and obligations with respect to
the subject matter of this SECTION 7.

         8.       TERM AND TERMINATION.

                  8.1.     This  Agreement  will  become  effective  as  of  the
Effective Date and, unless terminated as set forth herein, shall continue for an
initial term of three (3) years following the date of this Agreement. Subject to
Altnet meeting the minimum  obligations  under SECTION 1.9, this Agreement shall
automatically renew for additional three (3) year terms,  provided that upon the
commencement  of the third  three (3) year  term,  and each  three (3) year term
thereafter,  a new Baseline which provides for attainable growth based on actual
performance  achieved over the prior term shall have been agreed upon by Sharman
in its reasonable discretion.

                  8.2.     This  Agreement  may be  terminated  by either  Party
immediately (i) if the other Party becomes  insolvent or makes an assignment for
the benefit of its  creditors or any  proceeding is commenced by or against such
other Party under any bankruptcy,  liquidation or other debtor's  protection law
or statute;  or (ii) if the other Party  materially  breaches this Agreement and
does not cure such breach  within thirty (30) days of receiving  written  notice
that specifies the alleged breach from the non-breaching Party.

                  8.3.     After October 1, 2004, if Gross Revenue fails to meet
or exceed the then  current  Baseline  for three or more  consecutive  months (a
"DEFAULT PERIOD"),  Sharman may in its sole discretion  terminate this Agreement
by providing Altnet with written notice of termination;


                                       12
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


provided,  however,  if Gross Revenue meets or exceeds the then current Baseline
for a period of three consecutive months immediately following a Default Period,
Sharman's right to terminate this Agreement pursuant to this clause shall lapse,
but only with respect to such Default Period.

         9.       DISCLAIMERS AND INDEMNIFICATION.

                  9.1.     DISCLAIMER OF WARRANTIES

         EXCEPT AS EXPRESSLY  SET FORTH  HEREIN,  SHARMAN  HEREBY  DISCLAIMS ALL
         EXPRESS  OR  IMPLIED  CONDITIONS,   REPRESENTATIONS,   AND  WARRANTIES,
         INCLUDING  ANY  IMPLIED  WARRANTY  OF  MERCHANTABILITY,  FITNESS  FOR A
         PARTICULAR  PURPOSE,  TITLE,  NON-INFRINGEMENT,   ACCURACY,  AND  QUIET
         ENJOYMENT.   EXCEPT  AS  EXPRESSLY  SET  FORTH  HEREIN,  ALTNET  HEREBY
         DISCLAIMS  ALL  EXPRESS OR  IMPLIED  CONDITIONS,  REPRESENTATIONS,  AND
         WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,  FITNESS
         FOR A PARTICULAR PURPOSE,  ACCURACY,  AND QUIET ENJOYMENT.  THE PARTIES
         UNDERSTAND AND AGREE THAT SHARMAN HAS NO CONTROL OVER USERS' USE OF THE
         KAZAA MEDIA  DESKTOP  SOFTWARE,  AND THAT THE  DELIVERY OF INDEX SEARCH
         RESULTS TO END USERS OF THE KAZAA MEDIA DESKTOP IS ON AN "AS AVAILABLE"
         BASIS.

                  9.2.     LIMITATIONS OF LIABILITY

         NOTWITHSTANDING  ANYTHING  HEREIN  TO  THE  CONTRARY,  EXCEPT  FOR  THE
         INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9.3, IN NO EVENT SHALL
         EITHER PARTY BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE
         OR OTHERWISE) FOR ANY INDIRECT,  INCIDENTAL,  SPECIAL,  PUNITIVE,  LOST
         PROFITS OR  CONSEQUENTIAL  DAMAGES ARISING OUT OF OR IN CONNECTION WITH
         THIS AGREEMENT,  EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
         OF SUCH  DAMAGES,  AND  NOTWITHSTANDING  THE  FAILURE OF THE  ESSENTIAL
         PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.

                  9.3.     INDEMNIFICATION.  Altnet shall defend,  indemnify and
hold  Sharman and its  officers,  directors,  principals,  employees  and agents
harmless  from and  against  all costs,  liabilities,  expenses  and  settlement
amounts  incurred  with respect to any claim,  suit,  or  proceeding (a "CLAIM")
brought against  Sharman or its officers,  directors,  principals,  employees or
agents by a third party to the extent that such Claim  arises from or is related
to the infringement or  misappropriation  of any intellectual  property right or
injury to privacy rights (including  without  limitation rights of publicity) or
other  unlawful or illegal act or omission by Altnet  relating to the use, sale,
license or commercial  exploitation  of the Index Search Results by Altnet,  its
officers, directors,  principals,  employees, agents, and sublicensees.  Sharman
will (i)


                                       13
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


give Altnet notice of the relevant Claim; (ii) reasonably cooperate with Altnet,
at Altnet's  expense,  in the  defense of such Claim;  and (iii) give Altnet the
right to control  the defense of any such  Claim,  provided  that Altnet may not
enter  into  any  settlement   affecting   Sharman's  rights  without  Sharman's
agreement.  Sharman  will  have the right to  participate  in the  defense  with
counsel of its choice at its own  expense.  The  provisions  of this SECTION 9.3
shall survive termination of this Agreement.

         10.      GENERAL.

                  10.1.    PUBLICITY.   Except  as  required  by  law  or  stock
exchange  regulations,  neither  Party  shall  issue a press  release  or public
announcement  or  otherwise  make any  disclosure  concerning  (i) any  concept,
project or activity  relating to either Party's  business or technology in which
both  Parties are or will be jointly  involved;  or (ii) this  Agreement  or the
terms hereof, without the prior written approval of the other Party.

                  10.2.    ASSIGNMENT.  Neither Party may assign this Agreement,
in whole or in part, without the other Party's prior written consent (which will
not be  unreasonably  withheld or delayed),  except that either Party may assign
this Agreement (i) in connection with a sale of all or substantially all of such
party's assets, (ii) to a subsidiary or affiliate, or (iii) as part of a merger,
consolidation  or  reorganization.  It  shall be noted  that,  whenever  in this
Agreement  one of the Parties  hereto is named or referred to, the heirs,  legal
representatives,  successors,  successors-in-title  and assigns of such  Parties
shall be included,  and all covenants and agreements contained in this Agreement
by or on behalf of the Parties shall be binding upon and inure to the benefit of
their respective heirs, legal representatives,  successors-in-title and assigns,
whether so expressed or not.

                  10.3.    GOVERNING LAW. This Agreement will be governed by and
construed  in   accordance   with  the   Restatement   (Second)  of   Contracts,
notwithstanding the actual state or country of residence or incorporation of the
Parties.

                  10.4.    ATTORNEYS'  FEES.  If  any  action,   suit  or  other
proceeding  is  instituted  concerning  or arising  out of this  Agreement,  the
prevailing Party shall recover all of such Party's reasonable outside attorneys'
fees and costs incurred in each and every such action, suit or other proceeding,
including any and all appeals or petitions therefrom.

                  10.5.    NOTICE.  All notices  required to be given  hereunder
shall be deemed to have been  given:  (i)  three  (3) days  after  deposit  with
Federal Express or another  nationally  recognized  overnight  delivery service,
delivery  charges  prepaid;  or  (ii)  upon  the  date  of  receipt  of  written
confirmation  that the notice was  transmitted  by electronic  facsimile  device
("FAX"), as set forth below:


                                       14
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                           (a) If to Altnet:

                                    Altnet, Inc.
                                    c/o Brilliant Digital Entertainment, Inc.
                                    6355 Topanga Canyon Blvd., Suite 120
                                    Woodland Hills, CA 91367 USA
                                    Attn: Chief Executive Officer
                                    Fax:  (818) 615-0995

                           (b) If to Sharman:

                                    Sharman Networks Limited
                                    c/o LEF Interactive
                                    Suite 10, Level 1, Cremorne Town Centre
                                    287 Military Road,
                                    Cremorne, NSW  2090 Australia
                                    Attn: Chief Executive Officer
                                    Fax:    +61 (2) 8968-2110

Either Party may from time to time changes its address above by giving the other
Party notice of such change in accordance with this paragraph.

                  10.6.    NO AGENCY.  The  Parties  acknowledge  and agree that
they at all times shall remain independent contractors and will have no power or
authority to assume or create any obligation or responsibility on behalf of each
other.  This Agreement will not be construed to create or imply any partnership,
agency or joint venture.

                  10.7.    SEVERABILITY. In the event that any of the provisions
of this Agreement are held to be unenforceable under any applicable law or be so
held by an applicable court decision,  the remaining  portions of this Agreement
will remain in full force and effect.

                  10.8.    MODIFICATIONS    AND   WAIVERS.    Unless   otherwise
specified,  any amendment,  supplement or modification of or to any provision of
this Agreement, any waiver of any provision of this Agreement and any consent to
any  departure  by the  parties  from  the  terms  of this  Agreement,  shall be
effective only if it is made or given in writing and signed by both parties.  No
failure or delay on the part of either party in exercising  any right,  power or
remedy under this Agreement  shall operate as a waiver,  nor shall any single or
partial  exercise  of any such  right,  power or  remedy  preclude  any other or
further  exercise or the  exercise of any other  right,  power or remedy.

                  10.9.    FORCE MAJEURE. Neither Party shall be responsible for
any failure to perform its obligations  under this Agreement due to acts of God,
war, riot, embargoes, acts of civil or military authorities, fire, or floods.


                                       15
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                  10.10.   HEADINGS.  The  Headings to the sections and exhibits
of this  Agreement are included  merely for  convenience of reference and do not
affect the meaning of the language included therein.

                  10.11.   INTERPRETATION.  In the event  either Party makes any
claim  relating to any  conflict,  omission or ambiguity in this  Agreement,  no
presumption  or burden of proof or persuasion  shall be implied by virtue of the
fact that this  Agreement  was  prepared by or at the request of either party or
its counsel.

                  10.12.   COUNTERPARTS.  This  Agreement may be executed in two
or more  counterparts,  each of which shall be deemed an original.  For purposes
hereof,  a facsimile  copy of this  Agreement,  including  the  signature  pages
hereto, shall be deemed to be an original.

                  10.13.   ENTIRE AGREEMENT.  This Agreement,  together with the
License Agreement,  is the complete and exclusive  agreement between the Parties
with respect to the subject matter hereof,  superseding any prior agreements and
communications (both written and oral) regarding such subject matter.


                                       16
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the Effective Date.


Altnet, Inc.                                  Sharman Networks Limited

By:        /S/ KEVIN BERMEISTER               By:      Global Nominees Limited
         -----------------------------        Its:     Authorized Representative
Name:    Kevin Bermeister
Title:   Chief Executive Officer



WITH RESPECT TO SECTION 5.4 ONLY:

Brilliant Digital Entertainment, Inc.

By:        /S/ KEVIN BERMEISTER
         -----------------------------
Name:    Kevin Bermeister
Title:   Chief Executive Officer


                                       17
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                    EXHIBIT A

TOPSEARCH KEY WORDS

Altnet shall have placement rights permitting it to display Index Search Results
in the Kazaa GUI in response to  TopSearch  Keywords as the top three (3) search
results.

TopSearch  Keyword  results will be displayed in the Kazaa GUI above or ahead of
any other  search  results.  In the event  that the Kazaa GUI is changed in some
future  version  so that the  concept  of  "above"  or  "ahead  of" is no longer
relevant or applicable,  then in that event  TopSearch  Keyword  results will be
displayed in such a way that they receive preferential placement compared to all
other search results.

GENERAL KEY WORDS

Altnet shall have the right to display Index Search  Results in the Kazaa GUI in
response to General  Keywords in a ratio of no less than one (1) General Keyword
result for every four (4) other search results.

INCREASING THE NUMBER OF INDEXED SEARCH RESULTS

Subject to the terms and  conditions  of this  Agreement,  Altnet shall have the
right, to the extent provided in this paragraph, to increase the number of Index
Search  Results in the Kazaa GUI that are  initially  displayed  in  response to
TopSearch Keywords and that locate the media content of any Major  Entertainment
Company.  Sharman  shall use  commercially  reasonable  efforts to release a new
version of the Kazaa GUI and/or the KMD Technology and perform any other actions
reasonably  necessary  to enable  Altnet to increase the display of Index Search
Results for a Major  Entertainment  Company's  media content up to the following
number of search  results in the Kazaa GUI:  within  thirty (30) days  following
written  notification  from Altnet to Sharman of a Major  Entertainment  Company
agreeing  to use Index  Search  Results  in the  Kazaa  GUI to locate  its media
content in  accordance  with the terms as  defined in clause  1.1.4 and not on a
`trial only' basis:

Altnet  shall  have the  immediate  right  (which  right  shall  continue  until
otherwise  determined  by  Altnet  in  its  sole  discretion),  to  display  the
applicable  Index Search Results as the top ten (10) search results in the Kazaa
GUI (or such lesser number of search results as determined by Altnet);

commencing ninety (90) days following such written notification,  and continuing
thereafter until otherwise  determined by Altnet in its sole discretion,  Altnet
shall have the right to display the  applicable  Index Search Results as the top
twenty  (20) search  results in the Kazaa GUI (or such  lesser  number of search
results as determined by Altnet);

commencing one hundred and fifty (150) days following such written notification,
and  continuing  thereafter  until  otherwise  determined  by Altnet in its sole
discretion,  Altnet shall have


                                       18
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


the right to display the applicable  Index Search Results as the top thirty-five
(35) search results in the Kazaa GUI (or such lesser number of search results as
determined by Altnet); and

commencing   one  hundred  and  eighty   (180)  days   following   such  written
notification,  and continuing thereafter until otherwise determined by Altnet in
its sole discretion, Altnet shall have the right to display the applicable Index
Search  Results as the top fifty (50)  search  results in the Kazaa GUI (or such
lesser number of search  results as determined by Altnet).  This  paragraph does
not apply when an end user of the KMD  Technology  elects to `search  again' the
same search term for additional results.


                                       19
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                    EXHIBIT B

INFOTIPS:

FREQUENCY

1.       In general, an InfoTip will be displayed each time that the user clicks
         to download a TopSearch file for which an InfoTip is available.

2.       Sharman  may  elect  to  provide  the  user  with  a set  of  controls,
         accessible  in the Kazaa GUI's  Options Menu or  elsewhere,  that allow
         that user to turn off the display of InfoTips, or set them to appear no
         more than once every, say, 5 minutes. If Sharman elects to do this then
         these  InfoTip  frequency  caps  would  apply  only  to new  Kazaa  and
         TopSearch DLL versions which support that added functionality  required
         for this, and not to existing Kazaa and TopSearch DLL versions which do
         not  support  this  functionality.  If  Sharman  decides  to  add  said
         functionality  then  Sharman  and Altnet will each bear their own costs
         for developing the necessary technology.

SIZE OF WINDOW

Altnet agrees that InfoTips will be limited to 640 (w) by 480 (h) in size.

CONTEXTUAL RELEVANCE

Altnet agrees that it will only serve InfoTips that are contextually relevant to
the file with which it is associated,  and will otherwise act in accordance with
Section 2.3 of this Agreement.

SOUND AND ANIMATION

InfoTips may contain a variety of audio and graphic  elements,  including  Flash
and  animation.  Where  sound is used and its length is 15s or  greater,  Altnet
agrees  that the user will have an option to mute the sound via a  sound-control
icon in the InfoTip.  Altnet further agrees that the  presentation and treatment
of InfoTips,  including the use of any sound, will be governed by the principles
established in Section 2.3 of this Agreement.


                                       20
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                    EXHIBIT C

ALTNET SIGNING MODULE

The  Altnet  Signing  Module is a small  application  program  that  needs to be
installed  on the user's PC in order for any  downloads  or uploads made by that
user to accrue points for the uploading party.

INSTALLATION

Sharman  recognizes that the incorrect  installation or configuration of the ASM
could lead to loss of Altnet Points for users of the ALPM  program,  and Sharman
agrees to ensure that its installation and configuration of the ASM is according
to any instructions and documentation supplied by Altnet.

UNINSTALLATION

Sharman  recognizes  that users may wish to continue  being ALPM members even if
they wish to  uninstall  Kazaa,  and Sharman  will  therefore  not  uninstall or
deactivate the ASM as part of the Kazaa  uninstallation  or otherwise.  However,
this  must be at the  users  sole  discretion  and must be  clearly  and  fairly
communicated  to the user in accordance  with all  notification  requirements of
Sharman and Altnet EULAs.

COMPATIBILITY

Altnet  estimates  that the ASM, and the ALPM program,  will be compatible  with
approx. 95% of PCs on which Kazaa can be installed.  Both parties recognize that
in the approx.  5% of PCs which are  incompatible  with ASM or ALPM,  that these
components  may not be functional on that user's PC, which may lead to that user
or other users not obtaining points or the ability to view points.


                                       21
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                    EXHIBIT D

                              POINTS MANAGER RULES


Altnet  acknowledges  that Section 6.5 of this Agreement shall govern the Altnet
Points Program,  and to the extent that there is a conflict between this Exhibit
D and Section 6.5, Section 6.5 shall govern.

General Rules

1.       In addition to the following  rules  regarding the Points  Program (the
         "PROGRAM RULES") the Points and Points Program are subject to the terms
         and conditions of the Altnet End User's License Agreement (the "EULA"),
         the Altnet Terms and  Conditions of Use and the Altnet  Privacy  Policy
         (collectively,  the "ALTNET  TERMS AND  POLICIES").  You may review the
         EULA by clicking HERE [MAKE ACTIVE LINK],  the Terms and  Conditions of
         Use by clicking  HERE [MAKE  ACTIVE  LINK],  and the Privacy  Policy by
         clicking HERE [MAKE ACTIVE LINK].

2.       Altnet reserves the right to amend,  change or modify the Program Rules
         or Altnet's policies regarding the Points and the Points Program at any
         time  and  at  Altnet's  sole  discretion,   with  or  without  notice,
         including,  but  not  limited  to,  the  cancellation,  removal  and/or
         termination of the Points,  the Points Program,  and/or any promotional
         programs,  sweepstakes,  games  of  chance,  skill  contests  or  other
         promotions  relating to the Points Program or involving Points ("POINTS
         Promotions").

3.       Only one person may be  enrolled  in a Points  Program  membership  and
         account.

4.       The  Points  are the sole  property  of  Altnet  and you have no claim,
         right, title or interest in and to the Points awarded to you.

5.       The  Points are  nontransferable  and the sale,  assignment,  transfer,
         trade, bargaining or other distribution of Points other than by Altnet,
         Altnet's  third party  Points  redemption  partners or Altnet's  Points
         Promotions  administrators  is strictly  prohibited.  Any member of the
         Points   Program   engaged  in  such  activity   shall  be  immediately
         disqualified  from the Points  Program and the member's  Points Program
         membership shall be terminated. Any improperly obtained Points shall be
         void and will be immediately confiscated and destroyed.

6.       Altnet  reserves  the  right  to  audit  any  and  all  Points  Program
         memberships at any time to ensure  compliance  with the Points Program,
         the  Program  Rules  and the  Altnet  Terms and  Policies.  If an audit
         reveals  possible  violations or  discrepancies,  continued  accrual of
         points to a member's account shall be halted pending  completion of the
         audit. If the completed audit reveals a member has violated the Program
         Rules or the Altnet Terms


                                       22
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


         and Policies, that member's Points Program membership and account shall
         be  terminated  and  that  member's  Points  shall be  confiscated  and
         destroyed.

7.       Each Points Program member is solely  responsible for his or her Points
         Program  membership and account.  Each member shall be responsible  for
         notifying  Altnet of a change to the  member's  email  address or other
         required information and Altnet, Altnet's third party Points redemption
         partners and Altnet's Points  Promotions  administrators  shall have no
         liability  of any kind for  misdirected  Points,  misdirected  goods or
         services redeemed from Points, or misdirected  Points Promotions prizes
         or giveaways or the consequences thereof.

8.       Each Points Program member is solely  responsible for any and all taxes
         on any and all goods or services redeemed from Points by such member or
         any Points Promotions prizes or giveaways that member receives.

9.       The Points Program,  Points and Points Program memberships and accounts
         are only available to persons  residing in  jurisdictions  which do not
         prohibit participation in Internet-based awards programs.  Furthermore,
         the Points Program,  Points and Points Program memberships and accounts
         are  only  available  to  persons  older  than 13  years of age or such
         greater age required to participate in  Internet-based  awards programs
         in the  jurisdiction in which such persons  reside.  Any Points Program
         membership  or  account  enrolled  by any person in  violation  of this
         paragraph  shall be  immediately  terminated  and such member's  Points
         shall be confiscated and destroyed.


                                       23
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                    EXHIBIT E

                                 FORM OF WARRANT


                                       24
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.