EXHIBIT 10.56


                   ACKNOWLEDGEMENT, CONSENT AND REAFFIRMATION


        Each of the undersigned parties (each a "Guarantor") is party to a
certain Guaranty, dated as of May 23, 2001 (the "Guaranty"; terms defined in the
Guaranty are used herein as therein defined), in favor of Harris Toibb, as agent
for himself and the other parties to the Purchase Agreements. Pursuant to the
Guaranty, each Guarantor guaranteed the payment and performance of the Secured
Obligations. Each Guarantor acknowledges and agrees that the Guaranty is in full
force and effect in all respects as of the date hereof.

        Each Guarantor acknowledges and is aware that Brilliant Digital
Entertainment, Inc. ("BDE") has requested that Harris Toibb and another party
make additional loans to BDE to finance BDE's and each Guarantor's operations
(the "New Loans"). In connection with, and as a condition to, the making of the
New Loans, the Purchase Agreements, the Convertible Notes, the Security
Agreement and certain other documents will be amended pursuant to certain
documents (the "Amendment Documents") that will be executed and delivered in
connection with the New Loans. It is a condition to the making of the New Loans
and the Amendment Documents that the Guarantors execute this Acknowledgement,
Consent and Reaffirmation.

        Each Guarantor acknowledges that the making of the New Loans directly
benefits each Guarantor.

        Each Guarantor represents that it has read the Amendment Documents and
the documents to be executed in connection with the New Loans, is aware of and
understands the terms and conditions contained therein and fully and freely
consents to such transactions and the amendments contemplated in the Amendment
Documents.

        Each Guarantor hereby agrees that all references in the Guaranty to the
"Purchase Agreements", "Convertible Note Loans", "Secured Obligations",
"Security Agreement", or any of the other documents executed in connection
therewith shall mean and be a reference to such documents and terms as and to
the extent they are amended by the Amendment Documents.

        Each Guarantor hereby agrees that the Guaranty is and shall continue in
full force and effect and is hereby confirmed in all respects and each Guarantor
hereby reaffirms each and every obligation thereunder and each of the waivers
and consents made therein. Each Guarantor represents and warrants that it has
reread the Guaranty and, in particular, each of the obligations, waivers and
consents set forth in the Guaranty, and that its reaffirmation of the Guaranty
and such obligations, waivers and consents herein have been made after
consultation with legal counsel and with full knowledge of their significance
and consequences, with the understanding that events giving rise to any defense
or right waived may diminish, destroy, or otherwise


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adversely affect rights that the Guarantors otherwise may have against each
other or against the Agent or the Holders or against any collateral pledged to
the Agent for the benefit of the Holders, and that, under the circumstances, the
waivers and consents herein given are reasonable and not contrary to public
policy or law.



Dated: December 19, 2001                   BRILLIANT STUDIOS, INC.
                                           a Delaware corporation


                                           By:  /S/ KEVIN BERMEISTER
                                               ------------------------------
                                               Name:  Kevin Bermeister
                                                     ------------------------
                                               Title: CEO
                                                     ------------------------


Dated: December 19, 2001                   B3D, INC.
                                           a Delaware corporation


                                           By:  /S/ KEVIN BERMEISTER
                                               ------------------------------
                                               Name:  Kevin Bermeister
                                                     ------------------------
                                               Title: CEO
                                                     ------------------------



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