H.D. Brous & Co., Inc.
                               	80 Cuttermill Road
                           	Great Neck, New York 11021

                                	September 1, 1997



Douglas Netter
Chairman of the Board, President
 and Chief Executive Officer
Netter Digital Entertainment, Inc.
5125 Lankershim Boulevard
North Hollywood, California  91601

    	Re:  Financial Advisory Agreement

Dear Doug:

    	This will confirm the understanding and agreement (the "Agreement") between
H.D. Brous & Co., Inc. ("Brous") and Netter Digital Entertainment, Inc. (the 
"Company") as follows:

    	1.   	Purpose.  Company hereby engages Brous and Brous hereby accepts such 
engagement, as the Company's exclusive financial advisor and consultant (and not
as an agent) during the term specified hereinafter upon the terms and conditions
as set forth herein.

    	2.   	Term.  This Agreement shall be effective for a period of six (6) 
months (the "Term"), commencing September 1, 1997.

    	3.   	Duties of Brous.

         		(a)	  During the Term, Brous will provide Company with such 
consulting advice with respect to financial planning, capital structure issues, 
advice with respect to the development or refinement of a business plan and the 
evaluation of financing alternatives as is reasonably requested by Company.  In 
performance of these duties, Brous shall provide Company with the benefits of 
his reasonable judgment and efforts.  Brous's duties shall include, but will not
necessarily be limited to, the following:

       		      	(i)  	Advice regarding the formulation of business and financing
goals and plans;

             			(ii) 	Advice concerning strategic issues, alliance partnerships 
and joint ventures and concerning market makers for the Company's securities;

         		    	(iii)	Advice concerning short and long range financial planning;

             			(iv) 	Advice regarding business opportunities, acquisitions and 
potential institutional and other investors;

             			(v)  	Advice regarding the existing and possible alternative 
share and financial structure for the Company;

             			(vi) 	Advice regarding the implementation of the Company's goals
and plans;

             			(vii)	Arranging for the Company to obtain at least one 
additional market maker for its common stock and, with the Company's assistance,
arranging for a research report to be issued by Brous, or an investment bank or 
broker of equivalent stature, with respect to the Company;

          		   	(viii)	Utilizing reasonable diligence and care to comply with 
all reasonable requests of the Company and to perform, in a reasonable and 
cooperative manner, the duties of Brous hereunder.

	         	(b) 	 In connection with rendering his advice hereunder, Brous and 
his employees and agents shall be given reasonable access to Company's officers,
premises, and records.

         		(c)  	Company acknowledges that Brous's advice pursuant hereto does 
not and will not constitute any guarantee or other assurance as to the ability 
of the Company to obtain financing, to complete an acquisition or to accomplish 
any other goals or plans of Company.  This Agreement contains the entire 
compensation payable by Company to Brous for any and all services.

         		(d)  	Company acknowledges that Brous retains the right to provide 
financial advisors and consulting advice to other parties.  Nothing herein 
contained shall be construed to limit or restrict Brous in conducting such 
business with respect to others, or in rendering advice to others or conducting 
any other business, except as otherwise herein provided.  During the Term 
however, Brous will not provide consulting advice in favor of any other parties 
engaged in (or who may use the advice or pass on their advice in favor of any 
other persons engaged in) the same business without Company's prior written 
consent.

    	4.   	Compensation.  The Company shall pay Brous the sum of $5,000 upon 
execution of this Agreement and thereafter shall pay $5,000 to Brous on the same
day (or if such date is not a business day, the next business day thereafter) of
each of the next five successive months.

    	5.   	Expenses.  Company shall advance or, upon billing, promptly reimburse
Brous for reasonable and actual out-of-pocket expenses for travel, lodging, 
meals and incidentals reasonably related to travel, long-distance telephone 
charges, express mail services, and such other items as the parties may from 
time to time agree, incurred by Brous in connection with the services rendered 
by Brous pursuant to this Agreement, provided, however, that any travel, lodging
or other significant expense which is to be reimbursed hereunder shall be 
submitted to the Company for preapproval before being incurred.

    	6.   	Proprietary Information.  Brous acknowledges and agrees that he is in
a fiduciary relationship with Company and agrees that he will not sell or use in
any manner not authorized in writing by Company, or disclose any information 
provided to Brous by the Company or its employees, agents, or representatives, 
including without limitation any of the Company's trade secrets, technical 
information, agreements, or other proprietary information or information 
concerning the Company's current and any future proposed operations, services, 
or products, regardless of whether such information was obtained prior to, 
during or after the engagement of Brous by the Company pursuant to this 
Agreement, unless Brous is authorized to do so in writing by the Company and/or 
Company releases such information to the public via public announcements or 
announcements on recognized stock exchanges.

    	7.   	Representations and Warranties of the Company.  The Company hereby 
represents and warrants as follows:

         		(a)  	The execution and delivery of this Agreement, and the 
consummation of the transactions contemplated hereby (i) are within the 
corporate power and authority of the Company, (ii) do not require the approval 
or consent of any stockholders of the Company, and (iii) have been duly 
authorized by all necessary corporate action on the part of the Company.

         		(b)  	The consummation of the transactions contemplated by this 
Agreement will not result in (i) the breach of, or constitute a default under, 
any agreement, indenture, mortgage, note agreement or other financing agreement 
to which the Company is a party or to which it or its properties or rights are 
subject and (ii) will not be in violation of the rights of any other party, nor 
result in the creation of any lien, charge or encumbrance upon the assets or 
properties of the Company as it relates to the business of Company or the 
pending business of the Company (iii) violate any judgment, order, injunction, 
decree or award of any court, arbitrator, administrative agency or governmental 
body against, or binding upon, either party (or its affiliates) or upon the 
property, assets or business of either party (or its affiliates) or (iv) 
constitute a violation by either party of any law or regulation of any 
jurisdiction, particularly as such law or regulation relates to the Company or 
to the property, assets or business of Company.

	         	(c)  	This Agreement is valid and enforceable against the Company in 
accordance with its terms by the other, except as enforcement may be limited by 
applicable bankruptcy, insolvency or other laws affecting the rights of 
creditors generally.  The execution, delivery and performance of this Agreement 
by either Brous or the Company does not violate any law or rule or regulation or
give rise to a cause of action in favor of any person which will result in any 
liability to either of the parties.

    	8.   	Arbitration.  Any and all controversies or claims arising out of or 
relating to this Agreement shall be settled by binding arbitration in Los 
Angeles County, California, in accordance with the rules of the American 
Arbitration Association, and judgment on the award rendered by the arbitrator(s)
may be entered by any court having jurisdiction thereof.  The parties shall be 
entitled to discovery in accordance with the provisions of the California Rules 
of Civil Procedure.

    	9.   	Options.  The Company hereby sells to Brous and Brous hereby 
purchases from the Company for an aggregate condiseration of $100 the options to
purchase the securities set forth below:

           (a)   Options to purchase 50,000 shares of the Company's Common Stock
at an exercise price of $3.50 per share;

           (b)   Options to purchase 75,000 shares of the Company's Common Stock
at an exercise price of $5.50 per share; and

           (c)   Options to purchase 100,000 shares of the Company's Common 
Stock at an exercise price of $7.50 per share.


     The Options shall contain usual and customary antidilution provisions 
relating to stock splits, stock or other dividends and distributions, mergers or
divisions of the Company into seperate entities and the like.  All options (the 
"Options") may be exercisable commencing immediately and shall have a term which
is the later of December 31, 1999 and one hundred eighty (180) days (the 
"Options Period") after the shares of Common Stock underlying the Options (the 
"Option Shares") have been registered under an appropriate registration 
statement which has become effective after filing with the Securities and 
Exchange Commission (the "SEC").  If the Company is eligible to register the 
Option Shares under a registration statement on Form S-3, then the Company shall
file with and diligently cause such registration statement to be declared 
effective by the SEC as soon as may be pracitcable after executing this letter.
The Company has advised Brous that the Company will not be eligible to utilize
Form S-3 until February 1998.  If the Company has not caused the Option Shares 
to be registered prior to December 31, 1998, then the Company shall as soon as 
may be practicable but in any event within six (6) months thereafter file such 
registration statement and distribution, and diligently endevor in good faith to
cause such registration statement on Form S-3 to be declared effective by the 
SEC and to maintain such effectiveness through the Options Period.  All costs 
relating to such registration shall be borne and paid by the Company.  If the 
Option Shares have not been registered prior to the close of business on 
December 31, 1999, then the exercise price per share, as set forth above, for 
each of the respective Options shall automatically be lowered by 50%.

    	10.   	Other Contingent Compensation.  Should the Company at any time 
during the Term, and for a period of twelve (12) months thereafter, seek to 
acquire any corporation, enterprise, or business which Brous has directly or 
indirectly introduced to the Company, then, in the absence of any agreement 
executed by the parties subsequent to the date of this letter, the Company 
shall, upon consummation of such transaction, pay to Brous a fee in cash 
determined according to the so-called "Lehman Formula" which is:  5% of the 
first $1,000,000 of Consideration, as defined below, and 4% of the next 
$1,000,000 of Consideration, and 3% of the next $1,000,000 of Consideration, and
2% of the next $1,000,000 of Consideration, and 1% of all Consideration which is
in excess of $4,000,000.  For the purposes set forth herein, "Consideration" 
shall mean the total value of all cash, securities, the repurchase or buy-out of
any options or warrants, any agreements or other property and any other 
consideration, including, without limitation, any contingent, earned or other 
consideration, paid or payable, directly or indirectly, in connection with the 
foregoing acquisition.

    	11.   	Indemnification by the Company.  Because Brous will be acting on 
behalf of the Company in connection with his engagement hereunder, Company 
hereby agrees to indemnify and save Brous and hold Brous harmless in respect of 
all causes of actions, liabilities, costs, charges and expenses, loss and damage
(including consequential loss) suffered or incurred by Brous (including legal 
fees) arising from any act or alleged act or omission or alleged omission of the
Company or its employees, servants, and agents.

    	12.   	Advertisements.  Brous shall have the right to place advertisements 
in financial and other newspapers and journals at his own expense describing his
services to the Company hereunder.

    	13.   	Bridge and Other Financings.  In the event that the Company during 
the Term seeks to obtain any bridge or other financing, equity or debt, in 
connection with any aspect of its business plan, other than bank or other 
similar debt incurred in the ordinary course of business, Brous and its 
affiliates shall have the first right of negotiation to provide all or a portion
of such financing on terms mutually acceptable to the Company and Brous.  If the
Company determines to raise funds during the Term by means of a public offering 
or a private placement, Brous shall have the right of first negotiation to act 
as lead underwriter or placement agent for such financing or financings.  Any 
decision by Brous or its affiliates to provide such financing or act in such 
capacity would be contained in a separate letter or other agreement which would 
include, among other things, customary fees, indemnifications, the terms of such
financing or financings, conditions precedent, including due diligence, current 
conditions and approval by the requisite committees, as well as customary 
representations and warranties.

    	14.   	Severability.  Any portion of the indemnification and/or 
confidentiality provisions herein which may be prohibited or unenforceable in 
any applicable jurisdiction shall, as to such jurisdiction, be ineffective to 
the extent of such prohibition or unenforceability, but shall not invalidate the
remaining portions of such provisions or the other provisions hereof or affect 
any such provisions or portion thereof in any other jurisdiction.

    	15.   	Successor and Assigns.  The benefits of this Agreement shall inure 
to the respective successors and assigns of the parties hereto and of the 
indemnified parties hereunder and their successors, assigns and representatives,
and the obligations and liabilities assumed in this Agreement by the parties 
shall be binding upon their respective successors and assigns.

    	16.   	Assignment.  This Agreement and the rights hereunder may not be 
assigned by either party (except by operation of law) without prior written 
consent of the other party, but, subject to the foregoing limitation, this 
Agreement shall be binding upon and inure to the benefit of the respective 
successors, assigns, and legal representatives of the parties.

    	17.   	Notice.  Any notice or other communications between the parties 
hereto shall be sufficiently given if sent by certified registered mail, postage
prepaid, or by telecopy, if to Company addressed to it at 5125 Lankershim 
Boulevard, North Hollywood, California 91601 or if to Brous, addressed to it at 
80 Cuttermill Road, Great Neck, New York 11021, or to such other address as 
hereafter by designated in writing by one party to the other.  Such notice or 
other communications shall, if sent by telecopy, be deemed to be given upon 
receipt of the confirmation of its proper transmission and if outside the hours 
of 9:00 a.m. to 5:00 p.m. on any business day in the jurisdiction of the 
addressee, shall be deemed to be given at 9:00 a.m. on the next business day.  
Notices sent by certified or registered mail or prepaid postage shall be deemed 
to be received three business days after the date of forwarding the same.  For 
the purposes of this Agreement, "business day" shall refer to a day in which 
trading banks are open for business.

    	18.   	Captions.  The headings of the sections of this Agreement are 
intended solely for convenience of reference and are not intended and shall not 
be deemed for any purpose whatsoever to modify or explain or place any 
constriction upon any of the provisions of this Agreement.

    	19.   	Attorneys' Fees.  In the event any party hereto shall institute an 
action, including arbitration pursuant to Section 8 of this Agreement, to 
enforce any rights hereunder, the prevailing party in such action shall be 
entitled, in addition to any other relief granted, to reasonable attorneys' fees
and costs.

    	20.   	Entire Agreement.  This Agreement constitutes the entire agreement 
between the parties hereto pertaining to the subject matter hereof and 
supersedes all prior and contemporaneous agreements and understandings of the 
parties, and there are no representations, warranties, or other agreements 
between the parties in connection with the subject matter hereof except as 
specifically set forth herein.  No supplement, modification, amendment, waiver 
or termination of this Agreement shall be binding unless executed in writing by 
the parties hereto.  No waiver of any of the provisions of this Agreement shall 
be deemed or shall constitute a waiver of any provisions hereof (whether or not 
similar) nor shall waiver constitute a continuing waiver.

    	21.   	Governing Law.  The parties hereto hereby agree that this Agreement 
shall be governed by the laws of the State of New York.

    	Brous is delighted to accept this engagement and looks forward to working 
with you on this assignment.  Please confirm that the foregoing correctly sets 
forth our agreement by signing the enclosed duplicate of this letter in the 
space provided and returning it, whereupon this letter shall constitute a 
binding agreement as of the date first above written.

                                        		Very truly yours,

                                        		H.D. Brous & Co., Inc.



                                       	 	By:/s/Michael Pocaterra 
                                             ---------------------------------
                                          Michael Pocaterra, an authorized agent

Agreed:

NETTER DIGITAL ENTERTAINMENT, INC.


By:/s/Douglas Netter		
  -----------------------------------
  Douglas Netter