EXHIBIT 10.9

                      CONTRACTOR, CONFIDENTIAL INFORMATION
                         AND NON-SOLICITATION AGREEMENT

     This Contractor,  Confidential  Information and Non-Solicitation  Agreement
(the "Agreement") is made and entered into as of this ___ day of February,  2002
(the "Effective Date"), by and between Brilliant Digital Entertainment,  Inc., a
Delaware  corporation  ("BDE" or the "Company"),  located at 6355 Topanga Canyon
Boulevard,  Woodland Hills, CA 91367 and Abe Sher, an individual ("Contractor"),
located at 1831 Colorado Avenue, Santa Monica, California 90404.

                                    RECITALS

     A.   The  Company  is  engaged in the  business  of,  among  other  things,
developing,  producing,  marketing  and  distributing:  (1) 3D  authoring  tools
(software);  (2) digital animated  entertainment;  (3) interactive,  3D animated
with  audio,  rich media  banner  advertisements  for the  internet  ("Brilliant
Banners);  (4)  ad  serving  software  necessary  for  Brilliant  Banners  to be
displayed on web pages;  and (5) enterprise  solutions for  distributed  network
services,   processing  and  storage  through  its  majority  ownership  in  the
newly-formed entity sometimes referred to as the "alternate network", which is a
private, peer-to-peer network ("Altnet").

     B.   Contractor  is engaged by the Company to perform the duties  described
in Exhibit C and, in  connection  with his  engagement,  has been and/or will be
exposed to  Confidential  Information  (as defined below) and may participate in
the development and/or sales and marketing activities of the Company referred to
in Recital  "A" above,  in addition  to many other  confidential  aspects of the
Company's  business.  It is  understood  that  for the  period  of  Contractor's
engagement  hereunder,  Contractor's  services may be  non-exclusive to Company.
However,  Contractor  agrees  that,  for the term hereof,  Contractor  shall not
perform  any  services  for any  person  or firm that is in a  business  that is
directly and materially  competitive  with the Company or with any subsidiary of
the Company.

     C.   Contractor  has  received  and will,  in the  course  of  Contractor's
engagement  with the Company,  continue to receive  training with respect to and
acquire  personal  knowledge  of the  Company's  products,  plans  and  business
relationships with customers and potential customers.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the foregoing facts and the covenants
hereinafter set forth, and in consideration of the Contractor's engagement,  the
Company and Contractor agree as follows:

          1.   DEFINITIONS.


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               For the purposes of this Agreement,  the following terms have the
following definitions:

               (a)  "Confidential  Information"  means  all  information  of any
kind, type or nature (written,  stored on magnetic or other media or oral) which
at any time during the  engagement  of  Contractor by the Company is or has been
compiled,  prepared,  devised,  developed,  designed,  discovered  or  otherwise
learned of by  Contractor  to the extent  that such  information  relates to the
Company or any of its affiliated entities including,  without limitation, all of
the  Company's  price  lists,  pricing  information,  customer  lists,  customer
information,   financial  information,   trade  secrets,   formulas,   patterns,
compilations,   devices,  methods,  techniques,  processes,  confidential  trade
knowledge and computer  programs and information;  provided,  however,  that any
such information which is generally known to the public or which may be obtained
by a reasonably diligent  businessman without material cost or effort from trade
publications or other readily  available and public sources of information shall
not be deemed to be Confidential Information,  unless such information was first
published   in  breach  or   violation   of  this   Agreement   or  any  similar
confidentiality  agreement by Contractor.  Contractor  shall only have a duty to
protect Confidential  Information under the terms of this Agreement (a) if it is
marked or accompanied by documents clearly and conspicuously designating them as
"confidential"  or the equivalent;  or (b) if it is identified by the Company as
confidential before,  during or promptly after the presentation or communication
or (c) if the  circumstances  under which it is provided would lead a reasonable
person to concluded such information to be confidential.

               (b)  "Person"  means any  individual,  corporation,  partnership,
limited liability company,  trust,  government or regulatory authority, or other
entity.

               (c)  "Brilliant   Banner   Campaign"   means   the   serving   of
advertisements on the web, utilizing Brilliant Banner ads.

               (d)  "ASO"s means advertising sales  organizations,  and includes
third party web site advertising sales forces.

          2.   TERM  OF  THE   ENGAGEMENT;   AT  WILL   NATURE  OF   ENGAGEMENT;
COMPENSATION.

               (a)  TERM.  The  initial  term of this  Agreement  shall be for a
period of twelve (12) months,  commencing  on the  Effective  Date (the "Initial
Term").  Nothing in this Agreement  shall be construed as obligating the Company
to continue to engage Contractor beyond such Initial Term, however  Contractor's
duties  pursuant to this Agreement may be extended by mutual  agreement  between
the Company and Contractor.

               (b)  ISSUANCE OF OPTIONS.  The  Company  recognizes  the value of
Contractor's  past business  experiences and the potential value of his services
to be performed for the Company. Therefore, as incentive for Contractor to enter
into this Agreement,  and as partial consideration for Contractor performing the
duties  pursuant  to  Exhibit C  attached  hereto,  upon the  execution  of this
Agreement by  authorized  signatories,  the Company  shall issue to  Contractor,
subject to shareholder


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approval  of an  increase  in the current  size of the  Company's  option  pool,
options to purchase  Five Hundred  Thousand  (500,000)  shares of the  Company's
common  stock at a strike  price  equal  to  twelve  cents  ($0.12)  (the  "Sher
Inducement  Options").  The Sher  Inducement  Options  shall be  subject  to and
governed by the same  provisions  as are  currently  in place for the  qualified
options plan of the Company.  Contractor  represents  and warrants that he is an
"accredited  investor" as defined in  Regulation D under the  Securities  Act of
1933  (the  "Securities  Act) and that the Sher  Inducement  Options  are  being
acquired for  investment  purposes and not with a view to further  distribution.
Contractor  agrees  that the Sher  Inducement  Options  will  contain  customary
legends and will not be transferred other than in compliance with the Securities
Act in  transactions  not  required to be  registered  with the  Securities  and
Exchange Commission.

               (c)  MONTHLY  RETAINER;  SUCCESS  OPTIONS.  Commencing  with  the
Effective  Date of this Agreement and continuing for the duration of the Initial
Term, Company agrees to pay Contractor a monthly retainer in the amount of Seven
Thousand Five Hundred Dollars ($7,500) (the "Monthly  Retainer") for services to
be performed, as described in further detail in Exhibit C hereof.  Additionally,
Contractor  shall be  compensated  for the  "success" of the Company,  including
Altnet.  "Success" of the Company is defined as the signing of at least four (4)
strategic  partnership deals during the Initial Term due to Contractor's efforts
as unanimously  determined by the Compensation  Committee of the Company's Board
of Directors  (the "Comp  Committee")  in their sole  discretion.  If Success is
achieved,  Contractor  shall be issued,  subject to  shareholder  approval of an
increase in the current size of the Company's  option pool,  an additional  Five
Hundred  Thousand  (500,000)  options to purchase shares of the Company's common
stock at a strike  price  equal to  twelve  cents  ($0.12)  (the  "Sher  Success
Options"). The Sher Success Options shall also be subject to and governed by the
same provisions as are currently in place for the qualified  options plan of the
Company,  and Contractor  represents and warrants that the Sher Success  Options
are  being  acquired  for  investment  purposes  and not with a view to  further
distribution  and the Sher Success Options will also contain  customary  legends
and will not be transferred  other than in compliance with the Securities Act in
transactions  not required to be  registered  with the  Securities  and Exchange
Commission.  Notwithstanding  the  foregoing,  to  the  extent  that  Contractor
achieves less than one hundred  percent  (100%)  Success as defined  above,  the
number of Sher Success  Options shall be reduced by a percentage,  the numerator
of which shall be the  difference  between the actual  number of deals signed by
the Comp Committee and four (4) and the denominator  which shall be four (4). By
way of example  only,  if  Contractor  has Success with three  strategic  deals,
Contractor  shall  receive  seventy-five  percent (75%) of the full Sher Success
Options, or Three Hundred Seventy-five  Thousand (375,000) options upon the same
terms and conditions as the full Sher Success Options.

               (d)  INVESTMENT  COMPENSATION.  To the extent  that,  through the
direct  efforts of Contractor  (including  but not limited to  introductions  to
individuals, venture capitalists and/or companies), a capital investment is made
in  either  the  Company  or any  of  its  subsidiaries  by a  Person  initially
introduced to the Company by Contractor other than by a director,  officer or 5%
or greater  shareholder or any of their  affiliates,  Contractor  shall receive,
upon the funding of such investment,  the following cash compensation calculated
as a percentage of the amounts invested:


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                    (i)   up to the 1st $1.0 million: 6%;
                    (ii)  between $1.001 million and $2.0 million: 5%;
                    (iii) between $2.001 million and $3.0 million: 4%; and
                    (iv)  all amounts above $3.0 million: 3%.

                    By way of example,  if the direct efforts of Contractor lead
to a $2.5 million investment,  the cash compensation would be: $130,000 ($60,000
on the 1st million (6%);  $50,000 on the 2nd million  (5%);  and $20,000 (4%) on
the remaining $500,000).

               (e)  Company shall also reimburse Contractor for all pre-approved
travel and  business-related  expenses,  said  expenses  to be  invoiced  to the
Company.  Contractor  agrees  to  provide  the  Company  with  receipts  for all
pre-approved expenses. Within fifteen (15) days of receipt of the above, Company
shall reimburse Contractor for his documented, pre-approved expenses.

               (f)  Both parties  acknowledge that Contractor is not an employee
for state or federal tax purposes.  Therefore,  Contractor is solely responsible
for any and all federal,  state and local taxes, and insurance applicable to the
business  of  Contractor  and shall  indemnify  the Company and hold the Company
harmless for any such failure to pay any and all applicable  taxes or obtain and
maintain requisite insurance,  including,  but not limited to, comprehensive and
business  liability and worker's  compensation  coverage for  Contractor and any
assistants and employees of Contractor.

          3.   INDEPENDENT CONTRACTOR STATUS; WORK FOR HIRE.

               (a)  Contractor and Company agree and recognize  that  Contractor
is not, and shall not be deemed an employee,  agent, or joint venture partner of
Company,  but is an Independent  Contractor.  Nothing in this agreement shall be
interpreted  or  construed  as  creating or  establishing  the  relationship  of
employer and employee  between the Company and Contractor.  Contractor shall not
be  entitled  to  participate  in any  employee  benefit  plans  provided by the
Company, including without limitation, vacation and sick pay.

               (b)  Without  limiting the generality of  any other  provision of
this Agreement,  Contractor  specifically  acknowledges and agrees that all work
product  resulting from Contractor's  engagement  pursuant to this Agreement are
for the benefit of and are the sole and  exclusive  property of the Company,  it
successors and assigns and constitute "work for hire" under Section 201 of Title
17 of the United States Code. If such work product(s) are not legally capable of
being  considered  as "work for hire",  then, in such event,  Contractor  hereby
irrevocably  grants,  transfers  and  assigns to the Company in  perpetuity  all
right,  title and interest,  including without  limitation,  copyright,  and all
extensions and renewals thereof, Contractor may have in or to such work product.

          4.   CONFIDENTIALITY.  Subject to the limitations set forth in Section
8, below:


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               (a)  Contractor  shall  not,  at any time from and after the date
hereof and throughout perpetuity,  directly or indirectly,  disclose,  reveal or
permit  access to all or any  portion of the  Confidential  Information,  or any
tangible expressions or embodiments thereof (including any facilities, apparatus
or  equipment  which  embody or employ all or any  portion  of the  Confidential
Information),  to any Person without the written consent of the Company,  except
to Persons designated or employed by the Company.

               (b)  Without the prior written consent of the Company, Contractor
shall not, directly or indirectly,  use or exploit the Confidential  Information
at any time from and after the date  hereof and  throughout  perpetuity  for any
purpose other than in connection  with his engagement  duties and obligations to
the Company, and any gain or profit of any kind or nature obtained or derived by
Contractor or to which Contractor may become  entitled,  directly or indirectly,
at any  time as a  result  of the  disclosure  of use of all or any  part of the
Confidential Information in violation of the provisions of this Agreement, shall
be held in trust by Contractor for the express  benefit of the Company and shall
be remitted thereby to the Company on demand.

               (c)  Contractor   acknowledges   and  agrees  that  the  uses  of
Confidential  Information  specifically  prohibited  hereunder include,  without
limitation, the following:

                    (i)  Using any Confidential Information to induce or attempt
to induce any  Person,  who is either a customer of the Company or who was being
actively  solicited by the Company at any time during which Contractor is or was
engaged  by the  Company,  to cease  doing  business  or not to  commence  doing
business in whole or in part with the Company; or

                    (ii) Using any Confidential Information to solicit or assist
in the solicitation of the business of any customer for any products or services
competing  with those  products and services  offered and sold by the Company at
any time during which Contractor is engaged by the Company.

          5.   DISCLOSURES AND ASSIGNMENT OF RIGHTS.  Subject to the limitations
set forth in Sections 1(a), above, and 8, below:

               (a)  Contractor shall disclose in writing to the Company full and
complete details  respecting any Confidential  Information  devised,  developed,
designed  or  discovered  by  Contractor  while  engaged  by the  Company.  Such
disclosure  shall be made promptly upon such  development,  design or discovery,
and shall be disclosed in writing  pursuant to the form  attached as Exhibit "A"
to this  Agreement,  or such  other  form as the  Company  may from time to time
provide.

               (b)  Contractor  agrees to  assign  and does  hereby  irrevocably
assign  to the  Company  all of his  right,  title  and  interest  in and to any
Confidential Information devised, developed, designed or discovered by him or in
which he may otherwise  obtain,  or has otherwise  obtained,  any rights,  while
engaged  by the  Company  and while  performing  work on behalf of the  Company.
Contractor  agrees to take any actions,  including the execution of documents or
instruments, which the Company may reasonably require to effect the Contractor's
assignment of


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rights  pursuant to this Paragraph 5(b), and Contractor  hereby  constitutes and
appoints,  with full power of substitution and resubstitution,  the President of
the Company as his  attorney-in-fact  to execute and  deliver any  documents  or
instruments  which  Contractor  is obligated to execute and deliver  pursuant to
this Paragraph 5(b).

               (c)  Contractor  shall promptly  notify the Company of any patent
relating to any portion of the Confidential Information which is applied for by,
or issued to, Contractor ("Patent"). Such notice shall be in writing on the form
attached as Exhibit "B" to this Agreement,  or on such other form as the Company
may  from  time to time  provide.  Upon  the  written  request  of the  Company,
Contractor  shall sell to the  Company,  and the  Company  shall  purchase  from
Contractor,  all right,  title and interest of  Contractor in and to any Patent,
whether or not  Contractor  is engaged by the  Company at the time the Patent is
issued. The purchase price for any Patent shall be one dollar ($1.00), and shall
be paid by the Company at the time it makes the written  request to purchase the
Patent.  Contractor  agrees to execute  any and all  documents  and  instruments
necessary to evidence and affect the transfer to the Company of all right, title
and interest of Contractor in and to the Patent.

               (d)  At the request and expense of the Company,  Contractor shall
assist the Company in  applying  for and  obtaining  both  domestic  and foreign
patents, or copyrights, as the case may be, on all Confidential Information that
the Company deems to be patentable or copyrightable devised, developed, designed
or  discovered  by  Contractor  or in  which  he may  otherwise  obtain,  or has
otherwise  obtained,  any rights,  while engaged by the Company,  and Contractor
shall  execute at any time or times any and all  documents  and perform all acts
reasonably  requested by the Company  which the Company deems to be necessary or
desirable in order to obtain such patents or  copyrights or otherwise to vest in
the  Company  full  and  exclusive  title  and  interest  in  and  to  all  such
Confidential Information, to protect the same against infringement by others and
otherwise to aid the Company in connection with any  continuations,  renewals or
reissues of any patents or copyrights,  or in the conduct of any  proceedings or
litigation in regard thereto.  All expenses of procuring any patent or copyright
shall be born by the Company.

          6.   CERTAIN INVENTIONS OF CONTRACTOR.

               Notwithstanding  anything  to the  contrary  herein,  pursuant to
Section 2870 of the California  Labor Code, this Agreement does not apply to any
invention  for  which  no  equipment,   supplies,  facilities  or  trade  secret
information  of the  Company  was used  and  which  was  developed  entirely  on
Contractor's  own time,  and (i) which does not relate at the time of conception
or reduction to practice of the invention  either to the business of the Company
or to the Company's actual or demonstrably  anticipated research or development,
or (ii) which does not result  from any work  performed  by  Contractor  for the
Company.

          7.   COVENANT NOT TO SOLICIT.

               Contractor covenants and agrees that for so long as he is engaged
by the Company and for one year thereafter,  Contractor shall not hire,  solicit
or cause to be solicited for engagement


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by  Contractor  or by any third party,  any person who is as of the date of such
solicitation  or who was within the  12-month  period  prior to the date of such
solicitation  an employee of the Company or any  subsidiary  or affiliate of the
Company.

          8.   BUSINESS OPPORTUNITIES EXCLUSIONS.

               Contractor  has  advised   Company  and  Company  is  aware  that
Contractor  is  currently  providing  advice to other  individuals  and entities
including, without limitation, SSP Solutions, PNG, Cash Technologies,  Argoquest
and its portfolio  companies,  Infinity Investments and its portfolio companies,
Slingshot Ventures and its portfolio  companies,  the current operations of each
of which  shall not be deemed to be  competitive  with the Company or any of its
affiliates.

          9.   NOTICES.

               Any notice to the Company  required or permitted  hereunder shall
be given in writing to the Company, either by personal service, or by registered
or certified  mail,  postage  prepaid,  duly  addressed to the  President of the
Company  at its  then  principal  place of  business.  Any  such  notice  to the
Contractor shall be given in a like manner, at the following address:

               Mr. Abe Sher
               1831 Colorado Avenue
               Santa Monica, CA 90404

For the purpose of determining  compliance with any time limit herein, a notice,
if sent by mail,  shall be deemed  given on the date it is so  deposited  in the
United States mail.

          10.  MISCELLANEOUS PROVISIONS.

               (a)  INDEMNIFICATION.  Company agrees to indemnify  Contractor as
follows:

                    (i)  Company   agrees  to   indemnify,   defend,   and  hold
Contractor harmless from any claims, losses,  liabilities,  causes of action and
costs (including  reasonable attorney's fees) arising from, or on account of any
representation  made  by the  Company  to  Contractor  regarding  the  Company's
products,  services, or business practices, upon which Contractor relies and, in
the  performance  of his  duties  hereunder,  represents  to  others;  provided,
however, that the Contractor shall promptly notify Company of any such claim and
shall provide  Company the  opportunity to control the defense and  negotiations
for the settlement and/or compromise of such claim at Company's  exclusive cost.
The  indemnity  set forth  above  shall be in  addition  to any other  rights of
indemnity  which  Contractor  may have in any other  capacity  with  respect  to
Company, including as a member of the Board of Directors.


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                    (b)  REPRESENTATIONS AND WARRANTIES. Contractor warrants and
represents  that  Contractor is free and  available to enter this  Agreement and
perform the services herein and that permission of no other party is required to
perform such services.

                    (c)  SUCCESSORS AND ASSIGNS. This Agreement shall be binding
on the parties hereto and their respective  successors and assigns. The parties'
respective  duties,  obligations,  rights and  privileges  hereunder  may not be
delegated  or assigned in any manner,  except as provided  below.  The  benefits
hereunder  with  respect to the rights of the  Company  may be  assigned  by the
Company to any other  corporation or other business entity which succeeds to all
or   substantially   all  of  the  business  of  the  Company   through  merger,
consolidation,   corporate   reorganization   or  by   acquisition   of  all  or
substantially all of the assets of the Company.

                    (d)  SEVERABILITY.  If any provision of this Agreement is or
becomes or is deemed invalid,  illegal or unenforceable in any jurisdiction such
provision  shall be deemed  amended to conform  to the  applicable  laws of such
jurisdiction  so as to be valid and  enforceable  or, if it cannot be so amended
without materially  altering the intention of the parties,  it will be stricken,
but the validity, legality and enforceability of such provision shall not in any
way be affected or impaired thereby in any other  jurisdiction and the remainder
of this Agreement shall remain in full force and effect.

                    (e)  CONTROLLING   LAW.  All  of  the   provisions  of  this
Agreement  shall be  construed  in  accordance  with  the  laws of the  State of
California as applied to residents of that State  entering into  contracts to be
performed  solely  within  such  state.  Contractor  consents  to the  exclusive
jurisdiction  of any state or federal court  empowered to enforce this Agreement
located in Los Angeles County,  California,  and waives any objection thereto on
the basis of personal jurisdiction or venue.

                    (f)  WAIVER.  Waiver by either of the  parties of any breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any prior or subsequent breach of the same or any other provision hereof.

                    (g)  SURVIVAL OF CONTRACTOR'S  OBLIGATIONS.  The obligations
of Contractor hereunder shall survive the termination of Contractor's engagement
with the Company and the termination of this Agreement  regardless of the reason
or cause for such termination.


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                    (h)  ENTIRE AGREEMENT.  This instrument  contains the entire
agreement  of the parties  with  respect to the subject  matter  hereto and into
which all prior  agreements  and  negotiations,  whether  written  or oral,  are
merged.

     IN WITNESS WHEREOF,  the parties hereto have entered into and executed this
Agreement as of the date first above written.

                                         "COMPANY"

                                         Brilliant Digital Entertainment, Inc.


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


                                         "CONTRACTOR"


                                         /S/ ABE SHER
                                         -------------------------------------
                                         Abe Sher


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                                    EXHIBIT A
                               NOTICE OF DISCOVERY


     Pursuant  to  Paragraph  5(a)  of  that  certain  Contractor,  Confidential
Information and  Non-Solicitation  Agreement (the "Agreement") between Brilliant
Digital  Entertainment,  Inc. (the "Company") and myself, I hereby disclose full
and complete  details of the following  Confidential  Information (as defined in
Paragraph 1(a) of the Agreement) (I have attached additional sheets if the space
provided herein is insufficient):






















     I agree to provide such further  information  regarding  such  Confidential
Information as may be requested by the Company.



         Name:  Abe Sher




         Date: _____________________________


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                                    EXHIBIT B
                                NOTICE OF PATENT



     Pursuant  to  Paragraph  5(c)  of  that  certain  Contractor,  Confidential
Information and  Non-Solicitation  Agreement (the "Agreement") between Brilliant
Digital  Entertainment,  Inc. (the  "Company")  and myself,  I hereby notify the
Company that I have applied for or obtained the following  described  Patent (as
defined in Paragraph 5(c) of the Agreement):

         (i)   Patent No.:

         (ii)  Date of Issuance:

         (iii) General Description of Subject Matter of Patent:















     I agree to provide such further information regarding such Patent as may be
requested by the Company.




         Name: Abe Sher




         Date: __________________________


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                                    EXHIBIT C

                               CONTRACTOR'S DUTIES

     In  executing  Contractor's  responsibilities  hereunder,  Contractor  will
consult  with and  report to the  Company's  Designated  Representative  ("CDR")
identified  PRO  TEM as  Kevin  Bermeister.  Contractor  shall  submit  periodic
reports,  containing  a  summary  of  Contractor's  activities,   analyses,  and
recommendations  (including, in the case of recommendations,  cost estimates for
implementing such recommendations).

     THE SCOPE OF CONTRACTOR'S DUTIES: Contractor shall be engaged as an advisor
to the Company. In his capacity as an advisor, Consultant shall advise the sales
force and business development team, provide strategic financial,  marketing and
managerial advise,  introduce  corporate  alliance partners,  and interface with
multiple external sales forces with the main intent of promoting, marketing, and
exploiting  the  Company's  private  peer-to-peer  network  currently  known  as
"Altnet".  Secondarily,  Contractor shall provide services  necessary to exploit
the Company's (1) Brilliant Banner ad strategy,  and (2) b3d software  authoring
tools known as b3d STUDIO and STUDIO PRO. Specifically,  Contractor shall assist
Company with the following:

               i.   developing  business  relationships and achieving  strategic
                    sales relationships for Altnet services primarily focused on
                    leveraging  Altnet's  technologies  to generate money saving
                    enterprise  and  entertainment  based retail  solutions  for
                    distributed network, processing and storage services;

               ii.  work  directly with senior  management of the Company.  Such
                    work  shall   include   assisting   the  Company   with  the
                    development  of  the  necessary  business  plans,  strategic
                    directions, documentation, promotional and support materials
                    for  presentations and follow-up  communications  related to
                    the commercial applications of Altnet's technologies;

               iii. developing relationships with 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

               iv.  identifying  third  party  developers  which  are  potential
                    licensees  of b3d STUDIO  and b3d  STUDIO  PRO and  actively
                    market and close  licensing  transactions  of these software
                    tools to such potential licensees.


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