EXHIBIT 10.2

                                 SHARE EXCHANGE
                              AND OPTION AGREEMENT



         THIS SHARE EXCHANGE AND OPTION AGREEMENT (this "AGREEMENT") is made and
entered into as of this 28h day of May, 2003, by and between  BRILLIANT  DIGITAL
ENTERTAINMENT,  INC., a Delaware  corporation  (the  "BDE"),  and JOLTID LTD., a
British Virgin Islands company formerly known as Blastoise Ltd. ("JOLTID").

                                    RECITALS:

         A.       BDE owns  2,295,000  shares of common stock,  par value $0.001
per share (the "ALTNET COMMON STOCK"), of ALTNET,  INC., a Delaware  corporation
("ALTNET"),  represented by common stock  certificate  number 1, and Joltid owns
2,205,000  shares of common  stock,  par value  $0.001  per  share,  of  Altnet,
represented by common stock certificate number 2.

         B.       BDE desires to purchase  from  Joltid,  and Joltid  desires to
sell to BDE,  1,102,500  shares  of  Altnet  Common  Stock in  exchange  for the
issuance by BDE to Joltid of 7,000,000  shares of common stock, par value $0.001
per  share,  of BDE (the "BDE  COMMON  STOCK"),  all  pursuant  to the terms and
conditions set forth in this Agreement.

         C.       For a purchase price of 1,000,000  shares of BDE Common Stock,
BDE  desires to  purchase  from  Joltid,  and Joltid  desires to sell to BDE, an
option to purchase up to an additional  1,102,500  shares of Altnet Common Stock
in exchange for the issuance by BDE to Joltid of an additional  7,000,000 shares
of BDE Common Stock,  all pursuant to the terms and conditions set forth in this
Agreement.

                                   AGREEMENT:

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises herein made, and in consideration of the  representations,  warranties,
and covenants contained herein, the Parties agree as follows:

         1.       PURCHASE AND SALE OF ALTNET SHARES.  BDE hereby purchases from
Joltid,  and Joltid hereby sells to BDE,  1,102,500 shares (the "ALTNET SHARES")
of  Altnet  Common  Stock,  for the  purchase  price  set  forth in  Section  2.
Concurrently  with the  execution and delivery of this  Agreement,  Joltid shall
deliver to BDE a stock certificate representing the Altnet Shares, duly endorsed
for transfer or  accompanied  by  instruments of transfer and conveyance in form
and substance reasonably satisfactory to BDE.

         2.       PURCHASE PRICE. In  consideration  for the Altnet Shares,  BDE
shall issue to Joltid  7,000,000  newly issued  shares (the "BDE SHARES") of BDE
Common Stock, which BDE Shares will be issued and delivered to Joltid within ten
(10) business days following the execution and delivery of this Agreement.


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         3.       OPTION TO PURCHASE ADDITIONAL ALTNET COMMON STOCK.

                  3.1      GRANT OF OPTION.  For the purchase price set forth in
SECTION  3.2,  Joltid  hereby sells and grants to BDE, the right and option (the
"OPTION"),  upon the  terms  and  subject  to the  conditions  set forth in this
SECTION 3, to purchase up to 1,102,500  shares (the  "OPTION  SHARES") of Altnet
Common Stock currently owned by Joltid for an aggregate exercise price per share
(the "EXERCISE Price") of 0.1575 newly issued shares of BDE Common Stock, for an
aggregate  Exercise  Price of 7,000,000  shares of BDE Common Stock for all such
Option  Shares.  The shares of BDE Common Stock that comprise the Exercise Price
are  sometimes  referred  to herein as the "BDE  OPTION  SHARES".  The number of
Option Shares and the Exercise Price shall be subject to adjustment as set forth
in SECTIONS 3.5 and 3.6 hereof.

                  3.2      OPTION  PURCHASE  PRICE.  In  consideration  for  the
Option, BDE shall issue to Joltid 1,000,000 newly issued shares (the "BDE OPTION
PRICE SHARES") of BDE Common Stock, which BDE Option Price Shares will be issued
and delivered to Joltid  within ten (10)  business days  following the execution
and delivery of this Agreement.

                  3.3      TERM OF OPTION. The Option shall terminate and expire
at 5:00 p.m.  (Los Angeles  Time) on the second  anniversary  of the date hereof
(the "EXPIRATION DATE").  Notwithstanding  the foregoing,  Joltid shall have the
right to terminate the Option,  upon fifteen (15) days advance written notice to
BDE, if at any time before  February 28,  2004,  BDE's Common Stock ceases to be
registered  under Section 12(b) or Section 12(g) of the Securities  Exchange Act
of 1934.

                  3.4      EXERCISE OF OPTION.  The Option may be  exercised  by
BDE on one or more  occasions  at any time after the date  hereof and before the
Expiration  Date, by delivery of written notice of exercise to Joltid along with
payment of the Exercise  Price for the number of Option Shares being acquired in
connection with such exercise.  The Option can be exercised in whole or in part.
There is no  obligation  to exercise the Option.  No  fractional  shares will be
issued in payment  of the  Exercise  Price.  If on  exercise  of the  Option,  a
fraction of a share of BDE Common Stock results,  BDE will pay the cash value of
that  fractional  share,  with the  value of any such  full  share  equal to the
closing  sales  price  of BDE's  Common  Stock on the  trading  day  immediately
preceding  the date of exercise as reported on the  American  Stock  Exchange or
such other principal exchange on which the BDE Common Stock is then traded.

                  3.5      ADJUSTMENTS  DUE TO CHANGES IN ALTNET  COMMON  STOCK.
The  number  of  Option  Shares  and the  Exercise  Price  shall be  subject  to
adjustment from time to time as follows:

                           (a)      In the  event  Altnet  should at any time or
from time to time after the date hereof fix a record  date for the  effectuation
of a split or  subdivision of the  outstanding  shares of Altnet Common Stock or
the  determination  of  holders of Altnet  Common  Stock  entitled  to receive a
dividend or other  distribution  payable in  additional  shares of Altnet Common
Stock or other  securities or rights  convertible  into, or entitling the holder
thereof to receive,  directly or indirectly,  additional shares of Altnet Common
Stock  (hereinafter  referred to as "ALTNET COMMON STOCK  EQUIVALENTS")  without
payment of any  consideration by such holder for the additional shares of Altnet
Common Stock or the Altnet Common Stock  Equivalents  (including  the additional
shares of Altnet  Common Stock  issuable upon  conversion or exercise


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thereof),  then,  as  of  such  record  date  (or  the  date  of  such  dividend
distribution,  split or subdivision  if no record date is fixed),  the number of
Option Shares shall be increased in proportion to such increase in the aggregate
number of shares of Altnet  Common Stock  outstanding  and those  issuable  with
respect to such Altnet Common Stock Equivalents and the Exercise Price per share
shall be  proportionately  decreased so that the aggregate  Exercise Price shall
remain unchanged.

                           (b)      If the  number of  shares  of Altnet  Common
Stock  outstanding  at  any  time  after  the  date  hereof  is  decreased  by a
combination of the outstanding  shares of Altnet Common Stock,  then,  following
the  record  date of such  combination,  the  number of Option  Shares  shall be
decreased in proportion  to such  decrease in the aggregate  number of shares of
Altnet  Common  Stock  outstanding  and the  Exercise  Price per share  shall be
proportionately  increased  so that the  aggregate  Exercise  Price shall remain
unchanged.

                           (c)      In case of any capital  reorganization,  any
reclassification of the Altnet Common Stock (other than a change in par value or
recapitalization  described in clauses (a) or (b) of this SECTION  3.5),  or the
consolidation  of Altnet with, or a sale of  substantially  all of the assets of
Altnet to (which sale is followed by a liquidation or dissolution of Altnet), or
merger of Altnet with,  another  entity,  BDE shall  thereafter be entitled upon
exercise  of the  Option to  purchase  the kind and number of shares of stock or
other securities or property of the surviving  corporation  receivable upon such
event by a holder of the number of shares of the Altnet  Common  Stock which the
Option entitles BDE to purchase from Joltid immediately prior to such event; and
in any such case, appropriate adjustment shall be made in the application of the
provisions  set  forth  in this  SECTION  3 with  respect  to BDE's  rights  and
interests thereafter, to the end that the provisions set forth in this Agreement
shall  thereafter  be  applicable  in relation  to any shares or other  property
thereafter purchasable upon exercise of the Option.

                  3.6      ADJUSTMENTS  DUE TO CHANGES IN BDE COMMON STOCK.  The
number of BDE Option Shares that comprise the Exercise Price shall be subject to
adjustment from time to time as follows:

                           (a)      In the event BDE  should at any time or from
time to time after the date hereof fix a record date for the  effectuation  of a
split or  subdivision  of the  outstanding  shares  of BDE  Common  Stock or the
determination  of holders of BDE Common Stock  entitled to receive a dividend or
other  distribution  payable in  additional  shares of BDE Common Stock or other
securities  or rights  convertible  into,  or  entitling  the holder  thereof to
receive,  directly  or  indirectly,   additional  shares  of  BDE  Common  Stock
(hereinafter  referred to as "BDE COMMON STOCK EQUIVALENTS")  without payment of
any  consideration by such holder for the additional  shares of BDE Common Stock
or the BDE Common Stock  Equivalents  (including  the  additional  shares of BDE
Common Stock  issuable upon  conversion or exercise  thereof),  then, as of such
record date (or the date of such dividend distribution,  split or subdivision if
no record  date is fixed),  the number of BDE Option  Shares that  comprise  the
Exercise  Price  shall  be  increased  in  proportion  to such  increase  in the
aggregate  number of shares of BDE Common Stock  outstanding  and those issuable
with respect to such BDE Common Stock Equivalents.

                           (b)      If the number of shares of BDE Common  Stock
outstanding  at any time after the date hereof is decreased by a combination  of
the outstanding shares of BDE


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<PAGE>


Common Stock, then, following the record date of such combination, the number of
BDE Option  Shares  that  comprise  the  Exercise  Price shall be  decreased  in
proportion  to such  decrease  in the  aggregate  number of shares of BDE Common
Stock outstanding.

                  3.7      LOCK-UP;  LEGEND;  CUSTODY.  Prior to the  Expiration
Date, without the prior written consent of BDE, Joltid shall not sell, transfer,
assign,  pledge,  or  otherwise  dispose  of,  or  enter  into any  contract  or
understanding  with  respect  to  the  sale,  transfer,   assignment,  or  other
disposition  of, the Option  Shares or any interest  contained  therein,  except
pursuant  to an  exercise  of  the  Option  by  BDE.  Joltid  agrees  that  each
certificate  representing  Option  Shares  shall be  endorsed  with a legend  in
substantially the following form:

         "THE SHARES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
         AGREEMENT  RESTRICTING  THEIR TRANSFER,  A COPY OF WHICH IS ON
         FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED TO ANY
         PROSPECTIVE  PURCHASERS ON REQUEST.  THE  AGREEMENT  PROVIDES,
         AMONG  OTHER  THINGS,  FOR CERTAIN  RESTRICTIONS  ON THE SALE,
         TRANSFER,  PLEDGE,  HYPOTHECATION OR OTHER  DISPOSITION OF THE
         SHARES REPRESENTED BY THIS CERTIFICATE."

         As soon as practicable  following the date hereof, Joltid shall deliver
to the Secretary of Altnet, stock certificates representing the Option Shares to
permit  Altnet to endorse  such  certificates  with the legend set forth  above.
Additionally, Joltid hereby authorizes Altnet to hold such stock certificates in
its custody  during the term of the Option,  and Joltid agrees that it shall not
be entitled to physical  possession of the stock  certificates  representing the
Option  Shares  during the term of the Option.  Joltid shall be entitled to have
the legend referred to above removed and the stock certificates representing the
Option Shares, to the extent not acquired by BDE, delivered to Joltid as soon as
practicable following the Expiration Date.

                  3.8      TRANSFER  OF  OPTION.  BDE  may  transfer  all or any
portion of the Option and its rights under this SECTION 3 to any other person or
entity.

                  3.9      INVESTMENT  REPRESENTATION  LETTER.  If  requested by
BDE, in  connection  with any exercise of the Option,  Joltid shall  furnish BDE
with  an  investment  letter  relating  to the BDE  Option  Shares  in form  and
substance reasonably satisfactory to BDE and its counsel.

         4.       REPRESENTATIONS AND WARRANTIES OF JOLTID.

                  4.1      STATUS.  Joltid  is  a  corporation  duly  organized,
validly  existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite corporate power and authority to carry on its
business as now conducted and as proposed to be conducted.

                  4.2      POWER AND AUTHORITY.  Joltid has all requisite  power
and  authority to accept,  execute and deliver this  Agreement,  to transfer and
sell the Altnet Shares and Option Shares and to carry out the provisions of this
Agreement.

                  4.3      APPROVALS.  All  action  on the part of  Joltid,  its
Board of Directors and shareholders  necessary for the authorization,  execution
and delivery of this  Agreement,  the


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performance  of all  obligations  of Joltid  hereunder and  thereunder,  and the
authorization, sale and delivery of the Altnet Shares, the Option and the Option
Shares  hereunder  have been taken,  and this  Agreement  constitutes  valid and
legally binding obligations of Joltid, enforceable in accordance with its terms,
except (i) as  limited by  applicable  bankruptcy,  insolvency,  reorganization,
moratorium,  and other  laws of general  application  affecting  enforcement  of
creditors'  rights  generally,  and  (ii) as  limited  by laws  relating  to the
availability  of specific  performance,  injunctive  relief,  or other equitable
remedies.

                  4.4      INVESTMENT.  Joltid  has  been  advised  that the BDE
Shares and the BDE Option Price Shares have not been, and the BDE Option Shares,
if  issued  upon  exercise  of the  Option,  will not be,  registered  under the
Securities Act of 1933, as amended (the  "SECURITIES  ACT") nor qualified  under
any state Blue Sky law, on the ground that no distribution or public offering of
the BDE  Shares,  the BDE Option  Price  Shares  and BDE Option  Shares is to be
effected,   and  that  in  this  connection  BDE  is  relying  in  part  on  the
representations of Joltid set forth in this SECTION 3. Joltid represents that:

                           (a)      INVESTMENT  INTENT.  Joltid is acquiring the
BDE Shares and the BDE  Option  Price  Shares  solely for its own  account,  for
investment purposes only, and with no present intention of distributing, selling
or otherwise disposing of the BDE Shares and the BDE Option Price Shares. If BDE
exercises  the Option,  Joltid will acquire the BDE Option Shares solely for its
own account, for investment purposes only, and with no then present intention of
distributing, selling or otherwise disposing of the BDE Option Shares.

                           (b)      ECONOMIC  RISK.  Joltid  is able to bear the
economic risk of an  investment  in the BDE Shares,  BDE Option Price Shares and
BDE Option  Shares  acquired  by it or to be  acquired  by it  pursuant  to this
Agreement and can afford to sustain a total loss on such investment.

                           (c)      SOPHISTICATION. Joltid (i) has a preexisting
business relationship with BDE or its officers and/or directors,  and (ii) is an
experienced  and  sophisticated  investor,  is able to fend  for  itself  in the
transactions  contemplated  by  this  Agreement,  and  has  such  knowledge  and
experience  in financial  and business  matters that it is capable of evaluating
the risks and merits of  acquiring  the BDE Shares,  the BDE Option Price Shares
and BDE Option Shares. Joltid has had, during the course of this transaction and
prior to its  purchase  of the BDE  Shares  and BDE  Option  Price  Shares,  the
opportunity  to ask  questions  of,  and  receive  answers  from,  BDE  and  its
management concerning BDE and the terms and conditions of this Agreement. Joltid
hereby  acknowledges  that it has received all such  information as it considers
necessary  for  evaluating  the risks and merits of acquiring the BDE Shares and
BDE Option  Price  Shares and for  verifying  the  accuracy  of any  information
furnished to it or to which he had access.

                           (d)      ACCREDITED    INVESTOR.    Joltid    is   an
"accredited investor" for purposes of Regulation D promulgated by the Securities
and Exchange Commission (the "COMMISSION") under the Securities Act.

                  4.5      TRANSFER   RESTRICTIONS.   Joltid   understands   the
restrictions  on resale and  transfer  of the BDE Shares,  the BDE Option  Price
Shares and BDE Option Shares  imposed upon


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Joltid  pursuant to SECTION 5 of this  Agreement,  and will abide by such resale
and transfer restrictions.

                  4.6      LEGEND.   Joltid   understands   that  a  legend   in
substantially the following form will be placed on the certificates representing
the BDE Shares, BDE Option Price Shares and BDE Option Shares (if any):

         "THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN
         REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
         "ACT"),  OR ANY STATE  SECURITIES  LAWS,  HAVE BEEN  TAKEN FOR
         INVESTMENT,  AND MAY NOT BE SOLD OR  OFFERED  FOR  SALE IN THE
         ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT
         AND ANY  APPLICABLE  STATE  SECURITIES  LAW OR AN  OPINION  OF
         COUNSEL  SATISFACTORY TO THE COMPANY THAT  REGISTRATION IS NOT
         REQUIRED."

                  4.7      TITLE TO ALTNET SHARES AND OPTION SHARES. Joltid owns
beneficially  and of record,  and has good and  marketable  title to, the Altnet
Shares and the Option Shares, free and clear of all liens, claims, encumbrances,
preemptive rights, rights of first refusal and restrictions on transfer,  except
as imposed by  applicable  securities  laws.  Upon  delivery of and  transfer to
Joltid of the BDE Shares in exchange  for the Altnet  Shares as provided in this
Agreement, BDE will acquire good and marketable title to the Altnet Shares, free
and clear of all liens, claims, encumbrances, preemptive rights, rights of first
refusal and restrictions on transfer, except as imposed by applicable securities
laws.  Upon  delivery of and  transfer  to Joltid of the BDE Option  Shares upon
exercise of the Option for Option Shares as provided in this Agreement, BDE will
acquire good and marketable  title to such Option Shares,  free and clear of all
liens,  claims,  encumbrances,  preemptive  rights,  rights of first refusal and
restrictions on transfer, except as imposed by applicable securities laws.

         5.       RESTRICTIONS ON TRANSFER.

                  5.1      SECURITIES LAW COMPLIANCE.  Joltid hereby agrees that
none of the BDE  Shares,  BDE  Option  Price  Shares or BDE  Option  Shares  (if
acquired by Joltid) shall be sold, transferred,  assigned, pledged, hypothecated
or otherwise disposed of unless and until one of the following events shall have
occurred:

                           5.1.1    Such  securities are disposed of pursuant to
and in  conformity  with an  effective  registration  statement  filed  with the
Commission  pursuant  to the  Securities  Act or  pursuant  to  Rule  144 of the
Commission thereunder; or

                           5.1.2    BDE shall have received a written opinion of
counsel  reasonably  acceptable  to BDE (which  may be  counsel  for BDE) to the
effect that the proposed transfer is exempt from the registration and prospectus
delivery requirements of the Securities Act.

         As a further  condition to any such disposition and to BDE's obligation
to  register  any such  disposition,  so long as the legend set forth above will
appear on the stock certificate  resulting from such transfer,  BDE may require,
as a condition to such transfer,  that the


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contemplated  transferee  furnish  BDE  with an  investment  letter  in form and
substance reasonably satisfactory to BDE and its counsel.

                  5.2      LOCK-UP; LEGEND. Without the prior written consent of
BDE, Joltid shall not sell, transfer,  assign,  pledge, or otherwise dispose of,
or enter into any contract or understanding with respect to the sale,  transfer,
assignment,  or  other  disposition  of,  (i) the  BDE  Shares  or any  interest
contained  therein,  and (ii) the BDE Option  Shares or any  interest  contained
therein, if acquired by Joltid, in each case in a private placement  transaction
for a period of one (1) year  following  the date such BDE  Shares or BDE Option
Shares, as the case may be, were acquired by Joltid.  Additionally,  without the
prior  written  consent of BDE,  Joltid  shall not sell,  transfer,  assign,  or
pledge,  or enter into any contract or  understanding  with respect to the sale,
transfer,  assignment,  or pledge,  of any of the securities  referred to in the
immediately  preceding  sentence,  in a  private  placement  transaction  to any
"Competitor" of BDE at any time from and after the date of this  Agreement.  For
purposes  hereof,  "Competitor"  shall mean any company  that  operates,  either
directly or indirectly  through an  affiliate,  and internet  service  provider,
peer-to-peer,  or digital  content  aggregation or distribution  business.  This
Section  5.2  shall  not  apply  to any  public  sale  by  Joltid  of any of the
securities  referred to in this  Section.  Joltid  agrees that each  certificate
representing  BDE Shares and BDE Option  Shares (if  issued),  shall be endorsed
with a  legend  in  substantially  the form set  forth  in  SECTION  3.7 of this
Agreement.

         6.       REPRESENTATIONS  AND WARRANTIES OF BDE. BDE hereby  represents
and warrants to Joltid that:

                  6.1      STATUS. BDE is a corporation duly organized,  validly
existing  and in good  standing  under the laws of the State of Delaware and has
all  requisite  corporate  power and  authority  to carry on its business as now
conducted and as proposed to be conducted.

                  6.2      POWER.  BDE has all requisite  power and authority to
accept, execute and deliver this Agreement, to issue and sell the BDE Shares and
to carry out the provisions of this Agreement.

                  6.3      APPROVALS.  All action on the part of BDE,  its Board
of Directors and  shareholders  necessary for the  authorization,  execution and
delivery of this Agreement,  the performance of all obligations of BDE hereunder
and thereunder,  and the authorization,  issuance,  sale and delivery of the BDE
Shares,  the BDE Option Price Shares and the BDE Option  Shares  hereunder  have
been taken, and this Agreement constitutes valid and legally binding obligations
of BDE,  enforceable  in  accordance  with its  terms,  except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application  affecting  enforcement of creditors' rights generally,  and
(ii) as limited by laws relating to the  availability  of specific  performance,
injunctive relief, or other equitable remedies.

                  6.4      EXEMPTION FROM REGISTRATION; VALID ISSUANCES. Subject
to the  accuracy of Joltid's  representations  in SECTION 4, the sale of the BDE
Shares,  the BDE Option Price Shares and the BDE Option  Shares will not require
registration  under the Securities Act or any applicable  state  securities law.
The BDE Shares,  the BDE Option  Price  Shares and the BDE Option  Shares,  when
issued, sold and delivered in accordance with the terms of this Agreement, shall
be duly and validly issued,  fully-paid and non-assessable  shares of BDE Common
Stock,


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free of all liens,  claims,  encumbrances,  preemptive  rights,  rights of first
refusal and restrictions on transfer, except as imposed by applicable securities
laws or this Agreement.

                  6.5      SEC DOCUMENTS.  BDE has made available to Joltid true
and complete  copies of BDE's  Annual  Report on Form 10-KSB for the fiscal year
ended  December  31,  2001 and each  report,  proxy  statement  or  registration
statement filed by BDE with the Commission  pursuant to the Securities  Exchange
Act of 1934, as amended (the  "EXCHANGE  ACT") or the  Securities  Act since the
filing  of such  Annual  Report  through  the  date  hereof  (collectively  such
documents are referred to as the "SEC DOCUMENTS"). As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the
Exchange Act, and rules and regulations of the Commission promulgated thereunder
and the SEC Documents did not contain any untrue statement of a material fact or
omit to state a material  fact  required to be stated  therein or  necessary  in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading.  The financial statements of BDE included in the
SEC  Documents  complied in all material  respects  with  applicable  accounting
requirements  and the published rules and regulations of the Commission or other
applicable  rules  and  regulations  with  respect  thereto  at the time of such
inclusion.  Such  financial  statements  have been prepared in  accordance  with
generally  accepted  accounting  principles applied on a consistent basis during
the periods involved (except (i) as may be otherwise indicated in such financial
statements  or the  notes  thereto  or (ii) in the  case  of  unaudited  interim
statements,  to the extent they exclude footnotes or may be condensed or summary
statements) and fairly present in all material  respects the financial  position
of BDE as of the dates thereof and the results of operations  and cash flows for
the periods then ended (subject, in the case of unaudited interim statements, to
normal year-end audit adjustments).

         7.       INFORMATION  RIGHTS.  For so long as  Joltid  holds  at  least
5,000,000  shares (as adjusted  for stock  splits,  reverse  stock  splits,  and
similar adjustments) of Common Stock of BDE, BDE shall:

                  7.1      Furnish to Joltid, no later than fifty days after the
end of each  fiscal  quarter of BDE  (except  the last  quarter of BDE's  fiscal
year),  unaudited  consolidated  financial statements,  including a consolidated
balance sheet as of the end of such fiscal quarter, a consolidated  statement of
income  and a  consolidated  statement  of cash flows for such  quarter  and the
current  fiscal  year to date,  such  financial  statements  to be  prepared  in
accordance with GAAP consistently applied (with the exception of footnotes);

                  7.2      Furnish to Joltid,  no later  than one  hundred  five
days after the end of each fiscal year of BDE,  audited  consolidated  financial
statements,  including a consolidated balance sheet as of the end of such fiscal
year, a consolidated  statement of income and a  consolidated  statement of cash
flows for such year, all prepared in accordance with GAAP consistently  applied;
and

                  7.3      Further to Joltid,  as soon as practicable  following
their preparation and finalization, minutes of all meetings of the full Board of
Directors  of BDE;  provided,  however,  that BDE shall have the right to redact
from such minutes any  discussion,  resolution,  or description of any action by
the  Board  (i)  involving  Joltid  or  any  of  its  officers,   directors,  or


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stockholders,  or (ii) any information that BDE desires to remain subject to the
Attorney-Client Privilege against discovery by third parties.

         Joltid  agrees that so long as BDE publicly  files annual and quarterly
reports with the Commission, BDE shall have satisfied its obligations to provide
the  financial  statements  referred  to in  SECTIONS  7.1 and 7.2 to  Joltid by
publicly filing them with the Commission on or before the dates such reports are
required  to be  provided  to Joltid.  Presently,  such  reports can be accessed
online  at the  Commissions  website  at  www.sec.gov.  Further,  it  shall be a
condition to BDE's obligations to provide the financial  statements  referred to
in SECTIONS  7.1 and 7.2 and the minutes  referred to in SECTION 7.3 that Joltid
execute  a  confidentiality  agreement  acceptable  to BDE  which  prevents  the
unauthorized  disclosure  or use of  confidential  information  included in such
financial statements or minutes.

         8.       MISCELLANEOUS.

                  8.1      ENTIRE  AGREEMENT.  This  Agreement  constitutes  the
entire  agreement  and  understanding  of the  parties in respect of its subject
matters and supersedes all prior understandings,  agreements, or representations
by or between the parties, written or oral, to the extent they relate in any way
to the subject matter hereof.

                  8.2      COUNTERPARTS.  This  Agreement may be executed in one
or more counterparts, each of which shall be deemed as original but all of which
together shall constitute one and the same instrument.

                  8.3      GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF  CALIFORNIA,  WITHOUT
REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.

                  8.4      SUBMISSION TO JURISDICTION; VENUE. The Parties hereto
expressly  acknowledge  and agree that the exclusive forum for the resolution of
disputes hereunder shall be the courts located in Sydney,  Australia,  and waive
any objection thereto on the basis of personal jurisdiction or venue.

                  8.5      SEVERABILITY.  The provisions of this Agreement shall
be deemed  severable  and the  invalidity or  unenforceability  of any provision
shall not affect the validity or enforceability of the other provisions hereof.

                  8.6      EXPENSES.  Each  party  shall  bear its own costs and
expenses incurred in connection with the preparation,  execution and performance
of this Agreement and the transactions contemplated hereunder including all fees
and expenses of agents,  representatives,  financial advisors, legal counsel and
accountants.


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         IN WITNESS  WHEREOF,  this  Agreement  has been executed by the parties
with the intent that it be effective as of the date first above written.

                             BRILLIANT DIGITAL ENTERTAINMENT, INC.
                             a Delaware corporation

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


                             JOLTID LTD.,
                             a British Virgin Islands corporation


                             By:      Insinger Secretaries (Jersey) Limited
                             Its:     Secretary

                                      By:        /S/ MICHELLE MCNANEY
                                               --------------------------
                                               Michelle McNaney
                                      Its:     Authorized Signatory


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