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.

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