EXHIBIT 10.64

                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS EXECUTIVE  EMPLOYMENT  AGREEMENT  (this  "AGREEMENT")  is made and
entered  into and is  effective  as of June 1, 2003,  by and  between  BRILLIANT
DIGITAL ENTERTAINMENT,  INC., a Delaware corporation (the "COMPANY"), located at
6355 Topanga Canyon  Boulevard,  Woodland Hills, CA 91367, and KEVIN BERMEISTER,
an individual ("EXECUTIVE"), of 10A Dalley Avenue, Vaucluse. NSW 2030 Australia.

                                  R E C I T A L

         Whereas,  the Company and  Executive  desire to assure that the Company
retains the services of Executive, whose experience, knowledge and abilities are
extremely valuable to the Company.

         NOW, THEREFORE, in consideration of the terms,  conditions,  covenants,
representations,  warranties  and  promises  contained  in this  Agreement,  the
Parties agree as follows:

         1.       EMPLOYMENT. The Company hereby employs Executive and Executive
hereby accepts employment with the Company on the terms and conditions set forth
herein.

         2.       DUTIES.  Throughout  the Term (as  defined  below),  Executive
shall faithfully and diligently  perform  Executive's  duties in conformity with
the  directions of the Board of Directors of the Company (the "BOARD") and serve
the Company to the best of Executive's  ability.  Executive shall devote as much
of Executive's working time,  attention and energies to the business and affairs
of the Company as Executive  determines,  in his sole and  absolute  discretion,
appropriate.  Executive  shall  have the title of Chief  Executive  Officer  and
President,  and shall  report to the  Board,  and at all times  during the Term.
Executive shall also be a member of the Board. Executive shall have at a minimum
the  duties  and  responsibilities  commonly  incident  to  the  position  of  a
President. At all times while Executive is an employee of the company, Executive
shall be headquartered in Sydney Australia or California. Executive is expressly
permitted to,  directly or  indirectly,  be employed by,  participate  in, or be
connected in any manner with the ownership,  management, operation or control of
any  business,  including,  but not  limited  to,  a  business  similar  to,  or
competitive  with, the business of the Company in which the Company is presently
involved or becomes engaged during the Term. In this respect,  Executive  agrees
to comply with requests for disclosure made by the Board from time to time.

         3.       TERM.  The initial term of this  Agreement  (the "TERM") shall
commence upon the date hereof and shall terminate two (2) years  thereafter (the
"SECOND  ANNIVERSARY  DATE"),  unless sooner  terminated as provided herein (the
"TERMINATION DATE").

         4.       COMPENSATION.

         4.1.     ANNUAL BASE SALARY. For Executive's  services  hereunder,  the
Company  shall  initially  pay  Executive an annual  salary of two hundred fifty
thousand dollars  ($275,000) (the "BASE SALARY").  The Base Salary shall be paid
in  accordance  with  the  Company's  normal   procedures  for  paying  salaried
employees, but in no event less frequently than semi-monthly.


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         4.2.     MANDATORY  BASE SALARY  INCREASES.  The Base  Salary  shall be
increased  each January 1st (the  "ADJUSTMENT  DATE"),  commencing  with July 1,
2003,   pursuant  to  the  Consumer  Price  Index-U.S.   City  Average,  or  any
substantially  equivalent  successor thereto,  for the month of the then current
Adjustment  Date,  as published by the Bureau of Labor  Statistics of the United
States Department of Labor.

         4.3.     BONUSES. Each year of the Term hereof, the Company shall award
to Executive a bonus of three percent (3%) of the  Company's  EBITDA (as defined
below) as reported in the Company's audited financial statements (the " BONUS").
The Bonus shall be payable on or within a  reasonable  time after each  December
31st, commencing with December 31, 2003.

         4.4.     TAXES.  All  amounts  paid to  Executive  hereunder  shall  be
subject to the applicable  withholding of social security,  federal,  state, and
other taxes and deductions as required by law.

5.       BENEFITS.  Executive  shall be entitled to  participate in all benefits
offered to senior executives or similarly situated officers  including,  without
limitation, the following:

         5.1.     GROUP MEDICAL AND DISABILITY  INSURANCE  BENEFITS.  During the
Term, Executive shall be eligible to participate, and the premiums shall be paid
by the Company on behalf of the  Executive,  in any group medical and disability
insurance programs as provided generally to officers of the Company.

         5.2.     CELLULAR  TELEPHONE.  During  the  Term,  Executive  shall  be
entitled to the use of a cellular  telephone  and the monthly  access charge and
any business-related charges shall be paid by the Company subject to SECTION 5.5
below.

         5.3.     VEHICLE.  During the Term,  Executive shall be entitled to the
use of a company  vehicle  including gas and insurance  paid to Executive in the
form of a monthly allowance up to a maximum $2000 per month plus insurance.

         5.4.     COMPUTERS AND INTERNET.  During the Term,  Executive  shall be
entitled to the use of computer  equipment  required by Executive to perform his
duties   including   monthly   access   charges   for  the   Internet   and  any
business-related charges shall be paid by the Company.

         5.5.     VACATION.  Executive  shall be entitled to annual  vacation to
the same extent as other  similarly  situated  executives in accordance with the
Company's standard practices and policies.

         5.6.     RETIREMENT PLANS. During the Term, Executive shall be eligible
to participate in any  retirement,  pension,  or other deferred or  supplemental
compensation  plans  operated by the Company and any  subsequent  or  additional
retirement  plans  established  by the  Board to the same  extent  as  similarly
situated executives.

         5.7.     EXPENSE REIMBURSEMENT. Upon presentment of verifiable invoices
and other  documentation as may be requested by the Company,  and subject to the
Company's  expense  reimbursement  policies  applicable  to  similarly  situated
executives,  the Company shall reimburse  Executive for the reasonable costs and
expenses  which he incurs in connection  with the  performance of his duties and
obligations under this Agreement.


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6.       STOCK OPTIONS.  In addition to any other prior approved options offered
to Executive and pursuant to the terms and  conditions of the Brilliant  Digital
Entertainment,  Inc.  Second  Amended and  Restated  1996 Stock Option Plan (the
"PLAN"),  subject to the  approval  of the Board or  Committee  (as such term is
defined in the Plan),  which approval shall not be  unreasonably  withheld,  the
Company  shall grant  Executive an option to purchase  six million  (6,,000,000)
shares  of the  Common  Stock  of the  Company,  which  shall  vest  and  become
exercisable as to one million (1,000,000) of the shares of underlying the option
upon  signing,  two million  (2,000,000)  on the first  anniversary  of the date
hereof  (the  "FIRST  ANNIVERSARY  DATE")  and two  hundred  and fifty  thousand
(250,000) of the shares underlying the option at the end of each month following
the month in which the First  Anniversary  Date  occurs.  In the event  that the
Company  undergoes a change of control,  then, on the  occurrence of such event,
Executive's  previously  granted  options and options  granted  hereunder  shall
immediately accelerate and vest entirely. To qualify as a change of control, one
of the following must occur: i) a sale of the company to a single entity of more
than 50% of the  company's  stock;  ii) a merger  in which  shareholders  of the
company's  stock hold less than 50% of the surviving  entity;  or iii) a sale of
substantially  all of the  company's  assets or iv) a change to more than 50% of
the current board of directors.

7.       TERMINATION.

         7.1      TERMINATION AT WILL.

                  7.1.1    BY THE  COMPANY.  Subject to the  provisions  of this
SECTION 7, the Company may terminate this Agreement at any time, for any reason,
or for no reason,  either with or without Cause (as defined below). In the event
that such termination is without Cause, the Company shall provide Executive with
thirty (30) days' prior written notice.

                  7.1.2    BY EXECUTIVE. Subject to the provisions of SECTION 7,
Executive may terminate this  Agreement at any time,  for any reason,  or for no
reason,  either with or without Good Reason (as defined  below),  by  delivering
thirty (30) days' prior written notice to the Company.

         7.2      TERMINATION  BY THE  COMPANY  WITHOUT  CAUSE,  TERMINATION  BY
EXECUTIVE  WITH GOOD REASON OR  TERMINATION OF EXECUTIVE AS A RESULT OF DEATH OR
DISABILITY.  If  the  Company  terminates  Executive  without  Cause,  Executive
terminates his employment for Good Reason or Executive's  employment  terminates
as a result of his death or  Disability  (as  defined  below),  in  addition  to
payment of Executive's  accrued  portion of the Base Salary,  accrued  vacation,
reimbursable  expenses  and pro rata portion of the Bonus,  if any,  through the
date of termination,  Executive or Executive's  representative shall be entitled
to the following:

                  7.2.1    SEVERANCE  PAY.  The Company  shall pay  Executive or
Executive's  representative upon such termination a lump-sum amount equal to the
greater of: (1) the sum of twelve (12) months  current  monthly Base Salary;  or
(2) the sum of (i) the monthly portion of the current Base Salary times (ii) the
number  of  months  (including   partial  months)  remaining  until  the  Second
Anniversary  Date,  as defined in SECTION 3 herein (the  "SEVERANCE  PAY").  Any
Severance Pay due Executive  under this SECTION 7.2.1 shall be paid to Executive
within ten (10) days after the Termination Date.

                  7.2.2    CONTINUATION   COVERAGE.   Except   in  the  case  of
Executive's  termination  of  employment  as a result of his death,  the Company
shall pay, on behalf of Executive,


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for the maximum  period for which  COBRA  coverage is  available,  the  premiums
payable in order to continue  the same  coverage of  Executive  and  Executive's
family under the Company's  health insurance plan which exists as of the date of
termination,  unless and until  Executive and  Executive's  family are otherwise
covered by another health insurance plan (the "CONTINUATION COVERAGE").

                  7.2.3    ACCELERATED  VESTING.  Any  options to  purchase  the
common stock of the Company  granted to Executive not otherwise  vested shall be
fully vested as of the  Termination  Date,  and all  restrictions  regarding the
Restricted Stock shall be removed (the "ACCELERATED VESTING").

         7.3      TERMINATION  BY  THE  COMPANY  WITH  CAUSE.   If  the  Company
terminates Executive's employment with Cause, Executive shall not be eligible to
receive the Severance Pay, Continuation Coverage or Accelerated Vesting.  Within
a reasonable  amount of time of  Executive's  termination  for Cause,  Executive
shall be paid Executive's  accrued portion of Base Salary,  accrued vacation and
reimbursable expenses through the Termination Date.

         7.4      VOLUNTARY  TERMINATION BY EXECUTIVE.  If Executive voluntarily
terminates  Executive's  employment  with the Company  without Good  Reason,  as
defined  herein,  Executive  shall not be eligible to receive the Severance Pay,
the Continuation  Coverage or the accelerated  Vesting.  Within seventy two (72)
hours following such  termination,  Executive shall be paid Executive's  accrued
portion  of the Base  Salary  and  accrued  vacation  and  within  ten (10) days
following such  termination;  Executive shall be paid  Executive's  reimbursable
expenses payable through the date of the termination of Executive's employment.

8.       DEFINITIONS.

         8.1      CAUSE. For purposes of this Agreement,  the term "CAUSE" shall
mean termination of Executive by the Company for the following, as determined by
a majority  vote of the Board at a meeting to which  Executive  and  Executive's
counsel shall be invited upon proper  notice:  (a) a willful breach by Executive
of any material  provision of this Agreement  that remains  uncured by Executive
within  thirty (30) days of written  notice of such  breach from the Board;  (b)
repeated and willful failure or refusal to perform  Executive's  material duties
hereunder or repeated and gross  negligence in the  performance  by Executive of
his duties  hereunder that remains uncured by Executive  within thirty (30) days
of written notice from the Board; PROVIDED, HOWEVER, that the Company shall only
be  required  to give  notice one time or (c) if  Executive  is  convicted  of a
felony.

         8.2      GOOD REASON.  For purposes of this  Agreement,  the term "GOOD
REASON" shall mean  Executive's  termination of his employment  with the Company
for one or more of the  following  reasons:  (a) the  reduction  of  Executive's
title, authority, duties or responsibilities,  or the assignment to Executive of
duties  inconsistent with Executive's  position with the Company as set forth in
SECTION 2 hereof that remains  uncured by the Company within thirty (30) days of
written notice from Executive to the Board;  (b) any requirement  that Executive
report to any person other than the Board or its successor that remains  uncured
by the Company  within thirty (30) days of written  notice from Executive to the
Board;  (c) a substantial  reduction in the Base Salary or Bonus  opportunity of
Executive  that is materially  adverse to Executive and that remains  uncured by
the Company  within  thirty (30) days of written  notice from  Executive  to the
Board; (d) the relocation of Executive's office to a location that is outside of
California; or (e) any other material breach by the


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Company of this Agreement that remains uncured by the Company within thirty (30)
days of written notice from Executive to the Board.

         8.3      DISABILITY.  For the purposes of this Agreement,  "DISABILITY"
shall mean any physical or mental disability which causes Executive to be unable
to  substantially  perform  Executive's  normal  duties  as an  employee  of the
Company;  provided,  however,  that Executive  shall not be considered  disabled
until (i) Executive has been so disabled for one hundred eighty (180) days; (ii)
Executive's   attending   physician   shall  have   furnished   to  the  Company
certification  that the return of  Executive to his duties as an employee of the
Company is impossible  or  improbable;  and (iii)  Executive is determined to be
totally disabled by the disability insurer then insuring Executive, if any.

         8.4      EBITDA.  For  purposes of this  Agreement,  the term  "EBITDA"
shall mean, for any period,  Net Income (as defined below) for such period PLUS,
without  duplication and to the extent reflected as a charge in the statement of
such Net Income for such period, the sum of (a) income tax expense, (b) interest
expense,  amortization or write-off of debt discount and debt issuance costs and
commissions,  discounts and other fees and charges associated with indebtedness,
(c)  depreciation  and  amortization  expense,  (d)  amortization of intangibles
(including,  but not limited  to,  goodwill)  and  organization  costs,  (e) any
extraordinary,  unusual or non-recurring expenses or losses (including,  whether
or not  otherwise  includable  as a separate  item in the  statement of such Net
Income for such period,  losses on sales or writ-downs of assets  outside of the
ordinary course of business),  (f) any other non-cash expenses and charges,  (g)
non-cash  provisions  and reserves  for  discontinued  operations,  (h) any loss
accounted for by the equity method of accounting;  MINUS, to the extent included
in the  statement  of such Net Income for such  period,  the sum of (a) interest
income,  (b)  any  extraordinary,  unusual  or  non-recurring  income  or  gains
(including,  whether  or not  otherwise  includable  as a  separate  item in the
statement  of such Net  Income  for such  period,  gains on the  sales of assets
outside of the ordinary  course of business) and (c) any other non-cash  income,
all as determined on a consolidated  basis. For purposes of this Agreement,  the
term "NET INCOME" shall mean, for any period,  the  consolidated  net income (or
loss) of the Company, determined on a consolidated basis in accordance with GAAP
for the applicable period.

9.       CONFIDENTIALITY AND  NON-SOLICITATION.  During the Term, Executive will
have  access to and  become  acquainted  with  what  Executive  and the  Company
acknowledge  are  trade  secrets  and  other   confidential   information   (the
"CONFIDENTIAL  INFORMATION") which are the exclusive property of the Company. In
light of the sensitive and proprietary  nature of the Confidential  Information,
notwithstanding any provision in this Agreement,  including SECTION 2, executive
agrees  to  execute  and  be  bound  by  the  Company's  standard   Confidential
Information and Non-Solicitation Agreement.

10.      MISCELLANEOUS PROVISIONS.

         10.1     INSURANCE FOR EXECUTIVE.  Executive  shall,  at all times,  be
indemnified  by the  Company in  connection  with his  performance  of  services
hereunder,  at the maximum  level  permitted  by law.  The  Company  shall cause
Executive (together with other offices and directors) to be covered at all times
by directors and officers liability  insurance with such coverage to be not less
than $1,000,000.  The Company shall continue to indemnify  Executive as provided
above and maintain such liability  insurance  coverage for Executive,  after the
Term has ended for any claims that may be made  against him with  respect to his
service as a director or officer of the Company.


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         10.2     NOTICES.  Except as otherwise provided in this Agreement,  all
notices, requests,  demands, and other communications under this Agreement shall
be given in writing  and shall be served  either  personally,  by  facsimile  or
delivered by first class mail,  registered or certified,  postage  prepaid,  and
properly addressed as follows:

                  If to the Company:

                  c/o Brilliant Digital Entertainment, Inc.
                  6355 Topanga Canyon Boulevard, Suite 120
                  Woodland Hills, California 91367
                  Attention: General Counsel
                  Facsimile:  (818) 712-0810

                  with a copy to:

                  Biztech Law LLP
                  Murray Markiles
                  15821 Ventura Boulevard, Suite 525
                  Encino, California 91436


                  If to Executive:

                  Kevin Bermeister
                  10 A Daley Avenue.
                  Vaucluse, 2030
                  Sydney, Australia

                  with a copy to:

                  Raymond Dyne, Esq.
                  6355 Topanga Canyon Blvd., 5th floor
                  Woodland Hills, CA 91367
                  Facsimile: (818) 593-2033

                  Notices  shall be deemed  received  at the  earliest of actual
receipt, confirmed facsimile or three (3) days following mailing.

         10.3     ENTIRE  AGREEMENT.   This  Agreement  constitutes  the  entire
agreement  among the parties hereto  pertaining to the subject matter  contained
herein and supersedes all prior agreements,  representations, and understandings
of the parties.

         10.4     AMENDMENTS.  This Agreement may not be amended,  supplemented,
canceled,  or discharged  except by written  instrument  executed by the parties
hereto.

         10.5     WAIVERS.  All waivers hereunder shall be in writing. No waiver
by any party hereto of any breach or anticipated breach of any provision of this
Agreement by any other party


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shall be deemed a waiver of any other contemporaneous,  preceding, or succeeding
breach or anticipated breach, whether or not similar, on the part of the same or
any other party.

         10.6     SEVERABILITY.   In  the  event  that  any  provision  of  this
Agreement  shall  be  unenforceable  or  inoperative  as a  matter  of law,  the
remaining portions or provisions shall remain in full force and effect.

         10.7     SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon
and inure to the  benefit  of the  parties  hereto and their  respective  heirs,
representatives,  executors, administrators,  successors, and assigns, provided,
however,  that  Executive  may not  assign  any or all of his  rights  or duties
hereunder except following the prior written consent of the Company.

         10.8     COUNTERPARTS.  This  Agreement  may be  executed in two (2) or
more  counterparts,  each of which  shall be  deemed an  original,  but all such
counterparts together shall constitute one and the same Agreement.

         10.9     SECTION HEADINGS.  The section headings used in this Agreement
are inserted  for  reference  purposes  only and shall not in any way affect the
meaning or interpretation of this Agreement.

         10.10    GOVERNING  LAW.   Except  where  otherwise   indicated,   this
Agreement  shall be construed  and enforced in  accordance  with the laws of the
State of California.

         10.11    ADVICE OF  COUNSEL.  Executive  acknowledges  that he has been
advised to seek independent legal counsel for advice regarding the effect of the
terms and provisions  hereof, and has either obtained such advice of independent
legal counsel,  or has voluntarily and without  compulsion elected to enter into
and be bound by the terms of this  Agreement  without such advice of independent
legal counsel.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Employment Agreement as of the date first above written.

                                    BRILLIANT DIGITAL ENTERTAINMENT,   INC.



                                    By:      _____________________________
                                    Title:   _____________________________

                                    EXECUTIVE



                                     /S/ KEVIN BERMEISTER
                                    ---------------------------------------
                                    Name: KEVIN BERMEISTER



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