EXHIBIT 10.4

                                [ECA LETTERHEAD]


August 19, 2002


Mr. Rob Chmiel CFO and COO
Brilliant Digital Entertainment, Inc.
6355 Topanga Canyon Blvd., Suite 120
Woodland Hills, CA  91367

Dear Rob:

     We are  writing  this  letter to confirm our  understanding  that  Europlay
Capital  Advisors,  LLC ("ECA") has been retained for a period of 12 months from
the date this letter (the "LETTER  AGREEMENT")  is accepted by you, by Brilliant
Digital Entertainment,  Inc. and its subsidiaries, and affiliates (collectively,
"BDE" or the  "COMPANY")  to provide  non-exclusive  consulting  services to the
Company  which may include  (a)  advising  the BDE  business  development  team,
providing  strategic  financial,  marketing and managerial  advice,  introducing
corporate  alliance partners,  for the primary purpose of promoting,  marketing,
and exploiting the Company's  private  peer-to-peer  network  currently known as
"Altnet";  and (b) advising the BDE business development team in connection with
the Company's (1) Brilliant Banner ad strategy,  and (2) b3d software  authoring
tools known as b3d Studio and Studio Pro.

A.   CONSULTING  SERVICES.  In  connection  with  its  non-exclusive  consulting
     services, ECA shall:

     (a)  develop   business   relationships   and   achieve   strategic   sales
          relationships  for Altnet  services  primarily  focused on  leveraging
          Altnet   technologies   to  generate   money  saving   enterprise  and
          entertainment   based  retail   solutions  for  distributed   network,
          processing and storage services;

     (b)  work directly with senior  management of the Company.  Such work shall
          include the  development  of  business  plans,  strategic  directions,
          documentation, and promotional and support materials for presentations
          to and follow-up  communications  with potential customers relating to
          commercial applications of Altnet technologies;

     (c)  advise  the  Company  in  connection  with  its   relationships   with
          advertising sales organizations  ("ASOs") to promote the acceptance of
          Brilliant Banner ad serving  technology and achieve sales of Brilliant
          Banner Campaigns. By way of example only, and not of limitation,  some
          of the ASOs currently identified by the Company include:  DoubleClick;
          Advertising.com;  24/7 Real Media; Interep  Interactive;  411 Web; and
          Premium Networks; and

     (d)  identify third party developers  which are potential  licensees of b3d
          Studio  and b3d  Studio Pro and help  actively  market  and  negotiate
          licensing  transactions  of these  software  tools  to such  potential
          licensees.


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Europlay Capital Advisors, LLC

Mr. Rob Chmiel
August 19, 2002
Page 2


     All business  and legal  decisions  regarding  any  transaction  with third
parties  shall  be  made  by  the  Company,  in its  sole  discretion,  and  all
transactional  documents shall be executed by the Company, and the Company shall
not be bound by ECA or any of its agents,  members or  employees,  or otherwise,
except by a writing  signed by the Company or such member.  The Company shall be
free to reject any  proposed  transaction  for any  reason or no reason  without
liability (except for reimbursement of actual  out-of-pocket  expenses and other
fees  payable  pursuant to this Letter  Agreement as set forth below and for the
indemnification  provisions contained in Schedule 1 of this Letter Agreement) to
ECA.

B.   COMPENSATION. As compensation for services to be provided by ECA hereunder,
     the Company shall pay to ECA the following fees (the "ECA FEES"):

     (a)  RETAINER FEES:  $10,000 per month,  payable to ECA at the beginning of
          each month,  with the first  payment for the month of August 2002 (pro
          rated  for  the  number  of  days  then  remaining)  due  on  signing.
          Notwithstanding  the  foregoing, all Retainer Fees earned by ECA shall
          not be paid,  but rather  shall  accrue until such time as the Company
          has recognized at least Two Hundred Fifty Thousand Dollars  ($250,000)
          in revenues  (determined in accordance  with GAAP) in two  consecutive
          calendar  months (the  "RETAINER  TRIGGER").  Following  the  Retainer
          Trigger,  the Company shall promptly pay ECA all accrued amounts,  and
          shall  thereafter pay ECA the monthly  retainer in accordance with the
          first sentence of this clause (a).

     (b)  REVENUE SHARING FEES: With respect to any revenue generating activity,
          in  connection  with which ECA has  provided  services  to the Company
          hereunder,  the  Company  shall  pay  or  cause  to be  paid  to ECA a
          commission  equal to its  Applicable  Percentage  of Net Receipts (the
          "Commission"). For purposes of this Agreement, "APPLICABLE PERCENTAGE"
          shall mean the  following  percent  of Net  Receipts  calculated  on a
          cumulative basis:

          NET RECEIPTS                           APPLICABLE PERCENTAGE
          ------------                           ---------------------

          Up to                                  12.5% of Net Receipts
          $20,000,000

          Over $20,000000                        15% of Net Receipts

     C.   DEFINITIONS.  For 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 or 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


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Europlay Capital Advisors, LLC

Mr. Rob Chmiel
August 19, 2002
Page 3


          any  deferred or  contingent  consideration  calculated  and paid when
          received by the Company or its subsidiaries or equity holders.

     D.   EXPENSE REIMBURSEMENT: Upon receipt of periodic invoices from ECA, the
          Company shall reimburse ECA for all reasonable  out-of-pocket expenses
          incurred by ECA in connection with this  Agreement,  including but not
          limited to printing, delivery, research,  accounting, meals and travel
          (first class or equivalent), provided that ECA receives prior approval
          for any single expense exceeding $500. Additionally, the Company shall
          be responsible for all other expenses  associated with this Agreement,
          including,  but not limited to, its own accounting and legal fees. The
          Company shall promptly remit  reimbursement of out-of-pocket  expenses
          to ECA whether or not a  transaction  is  consummated,  or this Letter
          Agreement is terminated,  and hereby agrees that remittance of payment
          for such expenses shall be payable upon receipt of an invoice by ECA.

     E.   ADDITIONAL PROVISIONS.

               The  Company  shall  notify ECA in  advance  of any  closing of a
          transaction  so that ECA may  attend  any and all such  closings.  ECA
          shall have  reasonable  access to all closing  documents and any other
          materials  necessary to ascertain  and collect its fee  hereunder  and
          shall  be  furnished  at the  time  of  closing  with  copies  of such
          agreements,  opinions,  certificates and other documents  delivered as
          ECA may reasonably request.

               As ECA will be  acting  on  behalf  of the  Company,  it is ECA's
          practice to receive  indemnification for certain liabilities which may
          arise in  connection  with its work for the  Company  as set  forth in
          Schedule I hereto, which is incorporated herein by this reference.  In
          no event,  regardless of the legal theory  advanced and except for any
          exceptions set forth in Schedule I, shall ECA's aggregate liability to
          all parties in connection with its services  hereunder exceed the fees
          actually  received  by ECA  hereunder.  Assuming  that  any  aggregate
          liability  is not found in a final  judgment  by a court of  competent
          jurisdiction to have resulted primarily from ECA's gross negligence or
          willful  misconduct,  in no  event  shall  the  expense  reimbursement
          described in the preceding paragraph offset or otherwise be applied to
          the Company's  agreement to indemnify ECA as described in the attached
          indemnification agreement.

               The  Company   shall  make   available  to  ECA  in  writing  all
          information  concerning  the  Company and its  operations  (whether in
          original  or summary  form as  determined  by the  Company)  which ECA
          reasonably  requests,  as well as any other  information  relating  to
          transactions for which ECA is providing services  hereunder,  prepared
          by the Company or any of its other advisors.  ECA shall be entitled to
          rely upon all such information  supplied to it by the Company,  or its
          advisors, and shall not in any respect be responsible for the accuracy
          or completeness  of, or have any obligation to verify,  the same or to
          conduct any  appraisal.  All  information  given to ECA by the Company
          will be held by ECA in confidence  and will


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Europlay Capital Advisors, LLC

Mr. Rob Chmiel
August 19, 2002
Page 4


          not be  disclosed  to  anyone  without  the  Company's  prior  written
          approval or used for any purpose other than those  referred to in this
          Letter Agreement.

               Either  party  may  terminate  this  engagement  at any time upon
          written  advice to that effect.  In the event of a termination  by the
          Company or upon the expiration of this Letter Agreement,  ECA shall be
          entitled to (i) prompt  payment of all Retainer  Fees payable  through
          the termination  date, pro rated based on the number of days that have
          elapsed during the month of termination,  provided,  however,  that if
          the Retainer  Trigger has not  occurred,  such  payment  shall be made
          promptly  following the Retainer  Trigger,  and (ii) all out-of-pocket
          expenses for which ECA is entitled to reimbursement in accordance with
          this Agreement.

               This  Letter  Agreement  shall be  binding  upon and inure to the
          benefit of the Company, ECA and its respective successors and assigns.
          This Letter  Agreement  represents the entire and final  understanding
          between the parties with no other formal agreement contemplated.  This
          Letter Agreement may not be modified except by a written  agreement by
          all of the parties,  and represents the entire  agreement  between the
          parties.

               The  Company  acknowledges  that  its  engagement  of  ECA is not
          intended  to  confer  rights  upon  any  person  not  a  party  hereto
          (including, but not limited to shareholders, employees or creditors of
          the Company) as against ECA, ECA's  subsidiaries and affiliates or its
          respective directors, officers, agents and employees.

               The Company  represents  and warrants to ECA that (i) this Letter
          Agreement  has been duly  authorized,  executed  and  delivered by the
          Company,  and constitutes a legal,  valid and binding agreement of the
          Company,  enforceable  in  accordance  with  its  terms,  and (ii) any
          offering  materials  will not,  when  delivered  for  distribution  in
          connection  with a  transaction  and at the closing of a  transaction,
          contain any untrue  statements of a material fact or omit to state any
          material fact necessary to make the statements  contained therein,  in
          light of the circumstances under which they were made, not misleading.
          The Company  shall advise ECA promptly of the  occurrence of any event
          or any other  change  that  results  in the  information  or  offering
          materials  containing  any  untrue  statement  of a  material  fact or
          omitting to state any material fact  necessary to make the  statements
          contained therein, in light of the circumstances under which they were
          made, not misleading.

               ECA and the members  associated with ECA represent and warrant to
          the Company  that (i) ECA is a valid and  existing  limited  liability
          company,  and (ii) this  Letter  Agreement  has been duly  authorized,
          executed  and  delivered  by ECA and  constitutes  a legal,  valid and
          binding  agreement of ECA enforceable in accordance with its terms. In
          addition,  ECA and each member, agent or related party associated with
          ECA in connection with this Letter Agreement has full authority and is
          free from any  restrictions  to enter into this Letter  Agreement  and
          render the services  contemplated  herein  without any  restriction or
          breach of any obligation or contractual  and/or  fiduciary duty to any
          third party.


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Europlay Capital Advisors, LLC

Mr. Rob Chmiel
August 19, 2002
Page 5


               Following  the  closing  of  any  transaction  for  which  ECA is
          compensated  hereunder,  ECA or its designees may, at its own expense,
          place an announcement in such newspapers and periodicals it may choose
          stating it has acted as consultant or advisor in the transaction.

               This  Agreement,  and the rights and  obligations  of the parties
          hereto,  shall  be  governed  by  and  construed  in  accordance  with
          California law (without  regard to any rule or principles of conflicts
          of law that might look to any jurisdiction outside of California).

               In the event of any dispute  arising out of or in connection with
          this  Letter   Agreement,   any  party  may  submit  such  dispute  to
          arbitration under, and in accordance with the rules then in effect of,
          the  American  Arbitration  Association,  or  any  successors  thereto
          ("AAA"),  in Los Angeles  County,  California.  The parties shall,  in
          connection  with  such  arbitration,  in  addition  to  any  discovery
          permitted  under AAA  rules,  be  permitted  to conduct  discovery  in
          accordance  with  Section  1283.05  of the  California  Code of  Civil
          Procedure,  the  provisions of which are  incorporated  herein by this
          reference.  The parties shall  jointly  select an  arbitrator.  In the
          event the  parties  fail to agree upon an  arbitrator  within ten (10)
          days, then each party shall select an arbitrator and such  arbitrators
          shall then select a third  arbitrator to serve as the sole arbitrator;
          provided,  that if either  party,  in such  event,  fails to select an
          arbitrator within seven (7) days, such arbitrator shall be selected by
          the AAA upon  application of either party.  If the dispute  qualifies,
          all arbitrators  shall be selected from the Large,  Complex Case Panel
          of the American  Arbitration  Association.  Judgment upon the award of
          the agreed upon arbitrator or the so chosen third  arbitrator,  as the
          case may be,  shall be  binding  and may be  entered  in any  court of
          competent  jurisdiction.   The  losing  party  in  any  litigation  or
          arbitration  related to or arising  out of this  Agreement,  including
          actions  in  tort,  shall  pay  the  costs  and  expenses   (including
          reasonable attorneys' fees) of the prevailing party as determined by a
          court of competent jurisdiction.

               ECA agrees that the Company may assign all or any portion of this
          Letter  Agreement  to a  Company  subsidiary,  provided  that any such
          assignment shall not relieve the Company of its obligations hereunder.


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Europlay Capital Advisors, LLC

Mr. Rob Chmiel
August 19, 2002
Page 6

     Please confirm that the foregoing is in accordance with your  understanding
by signing and returning to us the duplicate of this letter enclosed.

                                               Very truly yours,

                                               Europlay Capital Advisors, LLC


                                               By:      /S/ PAMELA COLBURN
                                                        ------------------------
                                                        Pamela Colburn
                                               Its:     Managing Director

Accepted and agreed to
this 19th day of August, 2002

Brilliant Digital Entertainment, Inc.


By:      /S/ ROBERT CHMIEL
         ---------------------------
         Rob Chmiel
Its:     Chief Financial Officer and
         Chief Operating Officer



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Europlay Capital Advisors, LLC
21900 Burbank Blvd. STE 270
Woodland Hills, CA 91367

Gentlemen:

     In  addition to the fees and  expenses  which the Company has agreed to pay
for the services to be performed  pursuant to the letter  agreement of even date
herewith  (the  "AGREEMENT"),  the Company  agrees:  (i) to  indemnify  and hold
Europlay Capital Advisors,  LLC (which term for purposes of this letter includes
its subsidiaries,  affiliates,  directors,  controlling persons (as such term is
defined  under the  Securities  Act of 1933),  officers,  employees  and agents)
(herein after, "ECA") harmless against and from all losses,  claims,  damages or
liabilities,  joint  or  several  (and  all  actions,  claims,  proceedings  and
investigations  in  respect  thereof),  to  which  ECA  may  become  subject  in
connection  with its  performance  of services in accordance  with the Agreement
under any of the Federal securities laws, under any other statute, at common law
or otherwise;  (ii) that ECA will not be culpable for and will have no liability
to the Company for or with  respect to any and all  losses,  claims,  damages or
liabilities,  of the Company  incurred in connection  with ECA's  performance of
services in accordance  with the Agreement;  and (iii) in each case to reimburse
ECA for all reasonable  legal and other  out-of-pocket  expenses  (including the
cost of  investigation  and preparation) as and when incurred by ECA arising out
of or in connection with any action, claim, proceeding or investigation (whether
initiated or conducted by one or more members of the Company or any other party)
in connection therewith,  whether or not resulting in any liability (and whether
or not ECA is a defendant in, or target of, any such action,  claim,  proceeding
or investigation);  provided,  however,  that the Company shall not be liable to
ECA pursuant to clauses (i) and (iii) above and the Company's exculpation of ECA
pursuant  to clause  (ii)  above  shall not apply in any such case to the extent
that any such loss, claim,  damage or liability is found in binding  arbitration
or in a final  judgment by a court of competent  jurisdiction  to have  resulted
primarily  from ECA's gross  negligence or willful  misconduct in performing the
services which are the subject of the Agreement. If for any reason the foregoing
indemnification  (including  reimbursement  pursuant to clause  (iii)  above) or
exculpation is unavailable to ECA or insufficient to hold it harmless (except to
the extent it is unavailable or  insufficient  because the Company is not liable
pursuant to the preceding  sentence),  then the Company shall  contribute to the
amount  paid or  payable  by ECA as a result  of such  loss,  claim,  damage  or
liability in such  proportion as is appropriate to reflect not only the relative
benefits  received by the Company on the one hand and ECA on the other hand, but
also the relative fault of the Company and ECA as well as any relevant equitable
considerations;  provided that,  assuming that any such loss,  claim,  damage or
liability is not found in binding  arbitration or in a final judgment by a court
of competent  jurisdiction to have resulted primarily from ECA' gross negligence
or willful misconduct,  ECA's aggregate  contribution  hereunder will not exceed
the amount of fees  actually  received  by ECA  pursuant to the  Agreement.  The
indemnity,  exculpation,  reimbursement  and  contribution  obligations  of  the
Company under this  paragraph  shall be in addition to any  liability  which the
Company may otherwise  have,  shall survive any termination of the Agreement and
shall be binding  upon and extend to the  benefit  of any  successors,  assigns,
heirs and personal representatives of the Company and ECA.

     If  any  action,  claim,  proceeding  or  investigation  is  instituted  or
threatened  against ECA in respect of which  indemnity may be sought against the
Company hereunder, ECA shall promptly


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notify the Company thereof in writing, but the omission so to notify the Company
shall not relieve the Company from any other  obligation  or liability  that the
Company  may have to ECA under this  letter or  otherwise  unless the Company is
materially and incurably prejudiced as a result of such omission.  ECA will have
the right to retain  counsel of its choice to represent ECA in  connection  with
any such action, claim, proceeding or investigation,  provided that such counsel
shall be reasonably  satisfactory to the Company. The Company will not be liable
hereunder  for any  settlement  thereof by ECA  without  the  Company's  written
consent, which will not be unreasonably withheld.

     Capitalized  terms used herein and not defined  shall have the meanings set
forth in the Agreement.

                                           Very truly yours,

                                           Brilliant Digital Entertainment, Inc.


                                           By:      /S/ ROBERT CHMIEL
                                                    ----------------------------
                                                    Rob Chmiel
                                           Its:     Chief Financial Officer and
                                                    Chief Operating Officer

Accepted and agreed to
this 19th day of August, 2002

Europlay Capital Advisors, LLC


By:      /S/ PAMELA COLBURN
         -------------------------
         Pamela Colburn
Its:     Managing Director


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