UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13D	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No.  Eight )*

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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Item 1.	Security and Issuer
This statement on Schedule 13D is filed in respect of Shares of common stock, $0.001 par value per share (“Common Stock”) of Brilliant Digital Entertainment, Inc., a Delaware corporation (“BDE” or “Issuer”), the principal executive offices of which are located at 6355 Topanga Canyon Boulevard, Suite 120, Woodland Hills, California 91367.
Item 2.	Identity and Background
a.  The name of the person filing this statement on Schedule 13D is Harris Toibb.
b.  Mr. Toibb’s residence address is 307 21st Street, Santa Monica, California 90402.
c.  Mr. Toibb principal occupation is real estate development and personal investments.
d.  Mr. Toibb has not, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
e.  Mr. Toibb has not, during the last five (5) years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he would have been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
f.  Mr. Toibb is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
Mr. Toibb entered into letter agreements dated as of March 30 and September 26, 2004, respectively, wherein the maturity date of the Notes (as defined below) were extended from March 1, 2004 to September 26, 2004 and ultimately, to September 26, 2005.  In consideration for the extension of the maturity date of the defaulted Notes from March 1, 2004 to September 26, 2004, Mr. Toibb received an immediately exercisable Warrant to purchase 3,133,333 shares of Common Stock at a price of $0.15 per share (the “March 2004 Warrants”) and the expiration date of the April 2001 Warrants and the December 2001 Warrants were extended to October 4, 2005.  Mr. Toibb will utilize personal funds to exercise the March 2004 Warrants and it was acquired (as defined below) by him directly from the Issuer in a transaction not involving a public offering.  Also, in May 2004, the March 2002 Warrants (as defined below) for the purchase of 5,042,864 shares of Common Stock expired.
In September 2004, in consideration for the extension of the maturity date of the Notes from September 26, 2004 to September 26, 2005, Mr. Toibb and the Issuer agreed to fix the Conversion Price of the Notes at $0.07 subject to certain protective contractual provisions and to fix the exercise price of the 2001 Warrants (as defined below), the October 2002 Warrants (as defined below) and the March 2004 Warrant at $0.07 per share subject to certain protective contractual provisions and to extend their respective exercise dates to October 5, 2008.
During 2004, Mr. Toibb was, from time to time, engaged in preliminary discussions with BDE about a restructuring of his debt and that of others.  This restructuring concept ultimately may involve a recapitalization of BDE, including the conversion of such debt and outstanding warrants, as well as that which is owned by others, into a form of equity of BDE.  However, the preliminary discussions presently are sporadic and have not sufficiently advanced to take the form of definitive proposals by BDE or others. Mr. Toibb presently anticipates that such discussion will resume, from time to time, during 2005.
Mr. Toibb entered into a letter agreement dated as of December 31, 2003 wherein the maturity date of the Notes were extended from December 31, 2003 to March 1, 2004.
On December 23, 2002, Mr. Toibb sold 1,000,000 shares of Common Stock at a price of $0.15 per share in a private transaction. Mr. Toibb received cash in the transaction.
Mr. Toibb entered into a letter agreement (the “Letter Agreement”) dated as of October 2, 2002 wherein the maturity date of the Notes was extended to December 31, 2003. In connection with the extension, Mr. Toibb acquired warrants to purchase 19,667,623 shares of Common Stock at an exercise price of $0.2091 per share (the “October 2002 Warrants”). The October Warrants are exercisable any time after January 4, 2003 until October 4, 2005. Mr. Toibb will utilize personal funds to exercise the October 2002 Warrants and they were acquired directly from the Issuer in a transaction not involving a public offering.
Mr. Toibb entered into that certain Common Stock and Warrant Purchase Agreement by and between BDE and Mr. Toibb as purchaser (the “September 2002 Purchase Agreement”) dated as of August 26, 2002 pursuant to which on September 4, 2002 Mr. Toibb purchased 2,663,116 shares of Common Stock at a price of $0.1502 per share and acquired warrants (the “September 2002 Warrants”) to purchase 4,734,428 shares of Common Stock at an exercise price of $0.16898 per share. The September 2002 Warrants are exercisable any time after December 4, 2002 until September 4, 2005.
Mr. Toibb has utilized personal funds for the purchase of the Common Stock and will utilize personal funds to exercise the September 2002 Warrants. The Common Stock and September 2002 Warrants were purchased directly from the Issuer in a transaction not involving a public offering.
In March, 2002 Mr. Toibb entered into a Common Stock and Warrant Purchase Agreement by and between BDE and Mr. Toibb as purchaser (the “March 2002 Purchase Agreement”) dated as of March 7, 2002 pursuant to which Mr. Toibb purchased 2,836,611 shares of Common Stock at a price of $0.1322 per share and acquired warrants (the “March 2002 Warrants”) to purchase 5,042,864 shares of Common Stock at an exercise price of $0.1487 per share. The March 2002 Warrants were exercisable any time after June 7, 2002 until May 23, 2004. On May 23, 2004, the March 2002 Warrants expired.
Mr. Toibb utilized personal funds for the purchase of the Common Stock.  The Common Stock and March 2002 Warrants were purchased directly from the Issuer in a transaction not involving a public offering.
Previously, Mr. Toibb entered into that certain Note and Warrant Purchase Agreement by and between BDE and Mr. Toibb as purchaser (the “April 2001 Purchase Agreement”) dated April 19, 2001, as amended on May 23, 2001 and December 19, 2001, which contemplated the purchase of a secured convertible promissory note in the amount of $2,000,000 convertible, at any time, initially into 2,832,861 shares of Common Stock, due November 10, 2002 bearing interest at the rate of 10% per

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annum (the “April 2001 Secured Convertible Promissory Note”) together with warrants initially to purchase 2,522,068 shares of Common Stock at an aggregate exercise price of approximately $2,000,000 which warrants are immediately exercisable for an initial term of three (3) years (the “April 2001 Warrants”). The April 2001 Warrants are now exercisable until October 5, 2008.
The April 2001 Purchase Agreement required funding of the Secured Convertible Promissory Note as follows: 5% of the principal amount on May 23, 2001, 10% of the principal amount on June 12, 2001, and 85% of the principal amount on June 29, 2001. Mr. Toibb has funded such amounts and utilized personal funds in connection therewith. Pursuant to the April 2001 Purchase Agreement, the April 2001 Secured Convertible Promissory Note and the April 2001 Warrants were purchased directly from the Issuer in a transaction not involving a public offering.
The April 2001 Purchase Agreement and the April 2001 Warrants were amended on December 19, 2001 (the “Amendments”). The parties agreed to amend certain terms of the April 2001 Purchase Agreement and the April 2001 Warrants, including the conversion and exercise price. Pursuant to the terms of the Amendments, the investment amount and April 2001 Warrants would be convertible at a price per share equal to the lesser of (i) $0.20 and (ii) the volume weighted average price of a share over any 5 consecutive trading days during a limited period (the “Old Conversion Price”). The Conversion Price is now $0.07.
Also, previously, Mr. Toibb entered into that certain Note and Warrant Purchase Agreement by and between BDE and Mr. Toibb as purchaser (the “December 2001 Purchase Agreement”) dated December 19, 2001, which contemplated the purchase of a secured convertible promissory note in the amount of $350,000 convertible, at any time, initially into 1,750,000 shares of Common Stock, due November 10, 2002 bearing interest at the rate of 10% per annum (the “December 2001 Secured Convertible Promissory Note”) together with warrants (the “December 2001 Warrants”) initially to purchase 3,111,111 shares of Common Stock which were exercisable beginning in March, 2002 for a term of approximately two (2) years. The Conversion Price for the December 2001 Secured Convertible Promissory Note was the Conversion Price and the exercise price for the December 2001 Warrants was 112.5% multiplied by the Old Conversion Price. The Conversion Price is now $0.07 and the December 2001 Warrants are exercisable until October 5, 2008.
The December 2001 Purchase Agreement required funding of the December 2001 Secured Convertible Promissory Note as follows: $166,333.33 on or about December 20, 2001, $93,333.33 on or about January 2, 2002 and $93,333.34 on or about February 1, 2002. Mr. Toibb has funded such amounts and utilized personal funds in connection therewith. Pursuant to the December 2001 Purchase Agreement, the December 2001 Secured Convertible Promissory Note and the December 2001 Warrants were purchased directly from the Issuer in a transaction not involving a public offering.
As of December 19, 2001, the total number of shares of Common Stock which may be issuable to Mr. Toibb upon the conversion of the April 2001 Secured Convertible Promissory Note and the December 2001 Secured Convertible Promissory Note (collectively, the “Notes”) and the exercise of the April 2001 Warrants and December 2001 Warrants (collectively, the “2001 Warrants”) was 33,128,889. As of March 8, 2002, because of changes in the Old Conversion Price resulting from changes in the weighted average share price and the accumulation of unpaid interest on the Notes, the total number of shares of Common Stock which may be issuable to Mr. Toibb upon the conversion of the Notes and the exercise of the 2001 Warrants was 50,627,942. As of September 4, 2002, because of changes in the Old Conversion Price resulting from changes in the weighted average share price and the accumulation of unpaid interest on the Notes, the total number of shares of Common Stock which may be issuable to Mr. Toibb upon the conversion of the Notes and the exercise of the 2001 Warrants was 56,482,251. As of October 8, 2002, because of changes in the Old Conversion Price resulting from changes in the weighted average share price and the accumulation of unpaid interest on the Notes, the total number of shares of Common Stock which may be issuable to Mr. Toibb upon the conversion of the Notes and the exercise of the 2001 Warrants was 56,667,013. As of December 23, 2002, because of changes in the Old Conversion Price resulting from changes in the weighted average share price and the accumulation of unpaid interest on the Notes, the total number of shares of Common Stock which may be issuable to Mr. Toibb upon the conversion of the Notes and the exercise of the 2001 Warrants was 57,079,408.  As of December 17, 2003, because of changes in the Old Conversion Price resulting from changes in the weighted average share price and the accumulation of unpaid interest on the Notes, the total number of shares of Common Stock which may be issuable to Mr. Toibb upon the conversion of the Notes and the exercise of the 2001 Warrants is 59,027,432.
As of December 31, 2004 because of the changes in the Conversion Price resulting from fixing the Conversion Price at $0.07, the accumulation of unpaid interest on the Notes and the issuance of the March 2004 Warrants, the total number of shares of Common Stock which may be issuable to Mr. Toibb upon conversion of the Notes and exercise of the 2001 Warrants, the October 2002 Warrants, the March 2004 Warrants, and the September 2002 Warrants is 107,571,347.  On a fully diluted basis, assuming that all holders of derivative securities of the Issuer were to exercise or convert their securities into shares of Common Stock of the Issuer, Mr. Toibb would beneficially own, including the shares of outstanding Common Stock that Mr. Toibb owns, approximately 48% of the Common Stock of the Issuer.
Item 4.	Purpose of Transaction
Mr. Toibb entered into letter agreements dated as of March 30 and September 26, 2004, respectively, wherein the maturity date of the Notes were extended from March 1, 2004 to September 26, 2004 and ultimately, to September 26, 2005.  In consideration for the extension of the maturity date of the defaulted Notes from March 1, 2004 to September 26, 2004, Mr. Toibb received the immediately exercisable March 2004 Warrant to purchase 3,133,333 shares of Common Stock at a price of $0.15 and the expiration date of the April 2001 Warrants and the December 2001 Warrants were extended to October 4, 2005.  Mr. Toibb will utilize personal funds to exercise the March 2004 Warrants and they were acquired by him directly from the Issuer in a transaction not involving a public offering.  Also, in May 2004, the March 2002 Warrants for the purchase of 5,042,864 shares of Common Stock expired.
In September 2004, in consideration for the extension of the maturity date of the Notes from September 26, 2004 to September 26, 2005, Mr. Toibb and the Issuer agreed to fix the Conversion Price of the Notes at $0.07 subject to certain protective contractual provisions and to fix the exercise price of the 2001 Warrants, the October 2002 Warrants and the March 2004 Warrant at $0.07 subject to certain protective contractual provisions and to extend their respective exercise dates to October 5, 2008.
As of December 31, 2004 because of the changes and the Conversion Price resulting from fixing the Conversion Price at $0.07, the accumulation of unpaid interest on the Notes and the issuance of the March 2004 Warrants, the total number of shares of Common Stock which may be issuable to Mr. Toibb upon conversion of the Notes and exercise of the 2001 Warrants, the October 2002 Warrants, the March 2004 Warrant, and the September 2002 Warrants is 107,571,347.  On a fully diluted basis, assuming that all holders of derivative securities of the Issuer were to exercise or convert their securities into shares of Common Stock of the Issuer, Mr. Toibb would beneficially own, including the shares of outstanding Common Stock that Mr. Toibb owns, approximately 48% of the Common Stock of the Issuer.

 

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Mr. Toibb purchased the Common Stock and September 2002 Warrants in September 2002 for investment purposes and if the September 2002 Warrants are exercised in whole or in part, Mr. Toibb presently intends the Common Stock acquired thereby to be for investment purposes.
Mr. Toibb purchased the Common Stock and March 2002 Warrants in March 2002 for investment purposes.  The March 2002 Warrants have expired in May 2004.
Mr. Toibb purchased the Notes and the 2001 Warrants for investment purposes and, if the Notes are converted into Common Stock, in whole or in part, and/or if the 2001 Warrants are exercised in whole or in part, Mr. Toibb presently intends the Common Stock acquired thereby to be for investment purposes.
Mr. Toibb does not have any plans or proposals that would relate to, or result in, any of the actions set forth in the instruction for Item 4, subparts (a) through (j) other than those embodied in the preliminary discussions described above.
Item 5.	Interest in Securities of the Issuer
a.  The change in the number of shares beneficially owned by Mr. Toibb from the date of the filing of Mr. Toibb’s most recent Form SC 13D/A is the result of (i) the accumulation of unpaid interest on the Notes which may be converted into shares of Common Stock of the Issuer; (ii) fixing the Conversion Price of the Notes at $0.07, subject to certain protective contractual provisions; and (iii) the issuance of the March 2004 Warrants.  As of December 31, 2004, Mr. Toibb beneficially owned 113,096,914 shares of the Common Stock, consisting of 5,529,567 shares of Common Stock issued and held by Mr. Toibb. Also included within the 113,096,914 shares of Common Stock beneficially owned by Mr. Toibb are (a) 34,727,995 shares that may be acquired upon the exercise of 2001 Warrants held by Mr. Toibb, (b) 45,303,968 shares that may be acquired upon the conversion of all unpaid interest and principal amount presently outstanding under the Notes, (c) 3,133,333 shares that may be acquired by Mr. Toibb upon exercise of the March 2004 Warrants, (d) 4,734,428 shares that may be acquired by Mr. Toibb upon exercise of the September 2002 Warrants, and (e) 19,667,623 shares that may be acquired by Mr. Toibb upon the exercise of the October 2002 Warrants. Mr. Toibb’s ownership will represent 75% of Common Stock that will be issued and outstanding upon conversion of the Notes and the exercise of the 2001 Warrants, the March 2004 Warrants, the September 2002 Warrants and the October 2002 Warrants as of December 31, 2004 (assuming no conversions or exercises into shares of Common Stock by other holders of outstanding derivative securities of the Issuer). Any exercise of derivative securities or conversion of Notes by persons other than Mr. Toibb will have the effect of decreasing the percentage ownership of Mr. Toibb.
The exercise price on the 2001 Warrants and Conversion Price on the Notes originally fluctuated based upon the five day weighted average share price of BDE’s common stock but now has been fixed at $0.07 subject to certain contractual provisions. Thus, the amount of shares that Mr. Toibb may ultimately be entitled to own will increase to the extent that shares are issued by the Issuer, or other dilutive events occur, at prices lower than $0.07 per share of Common Stock.  The figures herein are based upon information provided by the Issuer as of December 31, 2004.
b.  Mr. Toibb has sole voting and dispositive power with respect to 113,096,914 shares of the Common Stock.
c.  Mr. Toibb and BDE entered into the April 2001 Purchase Agreement. The April 2001 Purchase Agreement required funding of the April 2001 Secured Convertible Promissory Note as follows: 5% of the principal amount on May 23, 2001, 10% of the principal amount on June 12, 2001, and 85% of the principal amount on June 29, 2001. All of the $2,000,000 funding has been made. The April 2001 Secured Convertible Promissory Note was initially convertible into 2,832,861 shares of Common Stock. As part of the April 2001 Purchase Agreement, Mr. Toibb also acquired warrants to initially purchase 2,522,068 shares of Common Stock at an aggregate exercise price of approximately $2,000,000 which warrants were immediately exercisable for a term of three (3) years. These warrants are now exercisable until October 5, 2008 and the exercise price is $0.07.
The parties entered into the December 2001 Purchase Agreement. The December 2001 Purchase Agreement required funding of the December 2001 Secured Convertible Promissory Note as follows: $166,333.33 on or about December 20, 2001, $93,333.33 on or about January 2, 2002 and $93,333.34 on or about February 1, 2002. All of the $350,000 funding has been made. The December 2001 Secured Promissory Note was initially convertible into 1,750,000 shares of Common Stock. As part of the December 2001 Purchase Agreement, Mr. Toibb also acquired warrants to initially purchase 3,111,111 shares of Common Stock which were exercisable beginning in March, 2002 for a term of approximately two (2) years. The Conversion Price for the December 2001 Secured Convertible Promissory Note was initially the Old Conversion Price and the exercise price for the December 2001 Warrants was initially 112.5% multiplied by the Old Conversion Price. In addition, in connection with the December 2001 Purchase Agreement, the Conversion Price of the April 2001 Secured Promissory Note and the exercise price of the April 2001 Warrants were amended to be the same as the December 2001 Secured Convertible Promissory Note and December 2001 Warrants, respectively. The warrants are now exercisable until October 5, 2008 and the exercise price is $0.07. The Notes are now convertible at a price of $0.07 per share.
Mr. Toibb entered into that certain Common Stock and Warrant Purchase Agreement by and between BDE and Mr. Toibb as purchaser (the “Purchase Agreement”) dated as of March 7, 2002

 

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pursuant to which Mr. Toibb purchased 2,836,611 shares of Common Stock at a price of $0.1322 per share and acquired warrants (the “March 2002 Warrants”) to purchase 5,042,864 shares of Common Stock at an exercise price of $0.1487 per share. The Warrants expired on May 23, 2004.
Mr. Toibb entered in a subsequent Common Stock and Warrant Purchase Agreement by and between BDE and Mr. Toibb as purchaser dated as of August 26, 2002 pursuant to which on September 4, 2002 Mr. Toibb purchased 2,663,116 shares of Common Stock at a price per share of $0.1502 and acquired warrants (the “September 2002 Warrants”) to purchase 4,734,428 shares of Common Stock at an exercise price of $0.16898 per share. The September 2002 Warrants are exercisable any time after December 4, 2002 until September 5, 2005.
On October 4, 2002, Mr. Toibb entered into the Letter Agreement pursuant to which the maturity dates of the Notes was extended to December 31, 2003 and Mr. Toibb acquired the October 2002 Warrants enabling him to purchase 19,667,623 shares of Common Stock at an exercise price of $0.2091 per share. The October 2002 Warrants were initially exercisable any time after January 4, 2003 until October 4, 2005. The October 2002 Warrants are now exercisable until October 5, 2008.
On December 23, 2002, Mr. Toibb sold for cash in a private transaction 1,000,000 shares of Common Stock at a price per share of $0.15.
Mr. Toibb entered into letter agreements dated as of March 30 and September 26, 2004, respectively, wherein the maturity date of the Notes were extended from March 1, 2004 to September 26, 2004 and ultimately, to September 26, 2005.  In consideration for the extension of the maturity date of the defaulted Notes from March 1, 2004 to September 26, 2004, Mr. Toibb received the immediately exercisable March 2004 Warrants to purchase 3,133,333 shares of Common Stock at a price of $0.15 and the expiration date of the April 2001 Warrants and the December 2001 Warrants were extended to October 4, 2005.  Mr. Toibb will utilize personal funds to exercise the March 2004 Warrants and they were acquired by him directly from the Issuer in a transaction not involving a public offering.  Also, in May 2004, the March 2002 Warrants for the purchase of 5,042,864 shares of Common Stock expired.  In September 2004, in consideration for the extension of the maturity date of the Notes from September 26, 2004 to September 26, 2005, Mr. Toibb and the Issuer agreed to fix the Conversion Price of the Notes at $0.07 subject to certain protective contractual provisions and to fix the exercise price of the 2001 Warrants, the October 2002 Warrants and the March 2004 Warrants at $0.07 subject to certain protective contractual provisions and to extend their respective exercise dates to October 5, 2008.
d.  None
e.  Not Applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The response to Item 6 contained in Mr. Toibb’s initial filing on this Schedule 13D and all prior amendments thereto are incorporated herein by this reference.  In addition, in the September 26, 2004 letter agreement, Mr. Toibb, other holders of Notes and warrants and the Issuer agreed that if on or prior to the maturity date of the Notes (i) Sharman Networks Limited (“Sharman”) shall have converted all of the indebtedness due and owing to it by the Issuer and each of its subsidiaries as of September 26, 2004, and (ii) Sharman and the Issuer and its subsidiaries shall have entered into a new contract or an amendment to the parties’ existing Joint Enterprise Agreement, dated June 23, 2003, for expanded services and functions to be provided thereunder on terms mutually agreeable to the Issuer and Sharman, then on the maturity date on the Notes and, conditional upon the issuance by the Issuer of warrants to purchase common stock of the Issuer to the chief executive officer of the Issuer on terms and conditions substantially similar to the warrants held by Mr. Toibb and other holders at an exercise price of $0.07 per share of Common Stock, which warrants when issued, will relate to thirty percent (30%) of the number of shares of Common Stock underlying outstanding warrants held by Mr. Toibb and the other holders of similar warrants on September 26, 2004, then each of such holders, including Mr. Toibb, on the maturity date on the Notes, will surrender, on a pro rata basis, an identical number of warrants to the Company for cancellation and will convert, on a pro rata basis, twenty percent (20%) of the outstanding principal amount of the Notes outstanding on the maturity date into Common Stock of the Company at the Conversion Price and in accordance with the terms of the Notes.  The occurrence of all of the events which are required to occur before the cancellation of the warrants by the holders, including Mr. Toibb, shall be confirmed by a certificate executed by the Board of Directors of the Issuer and delivered to the Agent for the holders (who is Mr. Toibb) for the benefit of such holders prior to or concurrent with such cancellation.
Item 7.	Material to Be Filed as Exhibits
Letter Agreement dated as of September 26, 2004 by and among Brilliant Digital Entertainment, Inc, Harris Toibb as holder and as Agent, Europlay 1, LCC, Preston Ford Inc., and Capel Capital Ltd.

 

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 17, 2005
	Date
	/s/   HARRIS TOIBB
	Signature
	Harris Toibb, an Individual
	Name/Title

 

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Exhibit 99.1

Execution Copy

 

BRILLIANT DIGITAL ENTERTAINMENT, INC.

14011 Ventura Boulevard, Suite 501
Sherman Oaks, CA 91423

 

Dated as of September 26, 2004

 

To the Holders of Secured Convertible Promissory Notes
of Brilliant Digital Entertainment, Inc. Set
Forth on the Schedule 1 Attached Hereto

 

Re:          Amendments to Notes, Loan Documents and Warrants

 

Gentlemen:

 

Reference is made to those certain (i) Secured Convertible Promissory Notes, dated May 23, 2001, issued by the Brilliant Digital Entertainment, Inc., a Delaware corporation (“BDE”, collectively, with its subsidiaries, the “Company”)), in favor of each of Harris Toibb, Europlay 1, LLC and Preston Ford, Inc., each as previously amended by that certain Amendment No. One to Secured Convertible Promissory Note, dated as of December 19, 2001, and those certain Amendments No. Two, No. Three and No. Four to Secured Convertible Promissory Note, dated as of October 4, 2002, December 31, 2003, and March 30, 2004 respectively (as amended, each a “May Convertible Note” and collectively, the “May Convertible Notes”); (ii) Secured Convertible Promissory Notes, dated December 19, 2001, issued by the Company in favor of each of Harris Toibb and Capel Capital, Ltd., each as previously amended by those certain Amendments No. One, Two and Three to Secured Convertible Promissory Note, dated as of October 4, 2002, December 31, 2003, and March 30, 2004 respectively (each a “December Convertible Note” and collectively, the “December Convertible Notes”); (iii) Warrants to Purchase Common Stock of Brilliant Digital Entertainment, Inc. in favor of each of Harris Toibb, Europlay 1, LLC and Preston Ford, Inc., dated May 23, 2001, each as previously amended by those certain Amendments No. One and Two to the Warrant to Purchase Common Stock dated as of December 19, 2001 and March 30, 2004 which expire October 4, 2005 (each a “May Warrant” and collectively, the “May Warrants”), (iv) Warrants to Purchase Common Stock of Brilliant Digital Entertainment, Inc. in favor of Harris Toibb and Capel Capital, Ltd., dated December 19, 2001, each as previously amended by that certain Amendment No. One to the Warrant to Purchase Common Stock dated as of March 30, 2004 which expire October 5, 2005 (each a “December Warrant” and collectively, the “December Warrants”) (v) Warrants to purchase Common Stock of Brilliant Digital Entertainment, Inc. in favor of each of the Holders, dated October 4, 2002 (each an “October Warrant” and collectively, the “October Warrants”); (vi) Warrants to Purchase Common Stock of Brilliant Digital Entertainment, Inc. in favor of Harris Toibb, Europlay, Ltd, Preston Ford, Inc. and Capel Capital, Ltd. Dated as of March 30, 2004 which expire October 4, 2005 (each a “March Warrant” and collectively, the “March Warrants”) (the May Warrants, the December Warrants, the October Warrants and the March Warrants, together are referred to as the “Warrants”); (vii) each of the Purchase Agreements defined in and incorporated by reference in to the May Convertible Notes and the December Convertible Notes as amended by this Agreement; and (viii) the Letter Agreement dated March 30, 2004, between the Company and each of the Holders (the “March 2004 Letter Agreement”).

 

 

The May Convertible Notes and the December Convertible Notes (collectively, the “Notes”) had a stated maturity date of December 31, 2003 (the “Maturity Date”) and the Company notified each of you that it will not be able to pay the amounts outstanding under the May Convertible Notes and the December Convertible Notes on the Maturity Date. As of December 31, 2003, each of you agreed in writing to an extension of the Maturity Date to March 1, 2004 (the “March 2004 Maturity Date”).  The Company notified each of you that it would not be able to pay the amounts outstanding under the May Convertible Notes and the December Convertible Notes on the March Maturity Date and each of you agreed to an extension of the March Maturity Date to September 26, 2004.  At September 26, 2004 the Notes were in default.

 

This letter agreement (this “Agreement”) constitutes the binding agreement of the Company and each of you (each, a “Holder”), pursuant to which each Holder and the Company shall amend the Purchase Agreements, the March 2004 Letter Agreement, the May Convertible Notes, the May Warrants, the December Convertible Notes, the December Warrants, the October Warrants and the March Warrants on the terms and conditions set forth herein.  To the extent that Purchase Agreements, the March 2004 Letter Agreement, the May Convertible Notes, the December Convertible Notes, the May Warrants, the December Warrants, the October Warrants or the March Warrants are not amended by this Agreement, directly or indirectly, then the terms thereof, respectively shall remain in full force and effect.

 

For good and valuable consideration, receipt of which is hereby acknowledged, the Company and each Holder agree as follows:

 

1.             Amendments to Secured Promissory Notes.

 

1.1 Amendments.  Concurrently with the execution and delivery of this Agreement by each Holder and the Company, the Company and such Holder shall execute and deliver, to the extent applicable to such Holder, (i) that certain Amendment No. Five to Secured Convertible Promissory Note, dated as of December 31, 2003, substantially in the form attached hereto as Exhibit A (the “May Note Amendment”), which May Note Amendment shall amend the Holder’s respective May Convertible Note to (A) change the Maturity Date (as defined therein) from September 26, 2004 to September 26, 2005, and (B) change the definition of Purchase Agreement to include the March 2004 Letter Agreement, this Agreement and all extension agreements, as amended and (ii) that certain Amendment No. Four to Secured Convertible Promissory Note, dated as of December 31, 2003, substantially in the form attached hereto as Exhibit B (the “December Note Amendment” and collectively with the May Note Amendment, the “Note Amendments”) (the Notes, as amended to the date of this Agreement and the Note Amendments, collectively, the “Secured Promissory Notes”), which December Note Amendment shall amend the Holder’s respective December Convertible Note to (A) change the Maturity Date (as defined therein) from September 26, 2004 to September 26, 2005, and (B) change the definition of Purchase Agreement to include the March 2004 Letter Agreement, this Agreement and all extension agreements, as amended.

 

1.2           Conversion Price.  The Conversion Price of each Note shall be adjusted to $0.07 which shall remain subject to further adjustment and change as provided in the  Purchase Agreement.

 

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1.3           The Purchase Agreement, Note Amendments and Letter Agreement Extension.  Each of the terms and provisions of the Original Purchase Agreement (as defined in the Note Amendments), the May Convertible Notes, the December Convertible Notes, the May Warrants, the December Warrants, the October Warrants, the March Warrants, the Note Amendments set forth in the March 2004 Letter Agreement, the March 2004 Letter Agreement and this Agreement shall continue in full force and effect, unless expressly amended in writing by the Company and the Holders until the later of (A) the Maturity Date of the Notes provided for in this Agreement or (B) the payment in full and performance in full by the Company of all of its obligations under this Agreement or under any of the foregoing agreements.

 

2.             Amendments to Warrants. Concurrently with the execution and delivery of this Agreement by each Holder and the Company, the Company and such Holder shall execute and deliver, to the extent applicable to such Holder, that certain (i) Amendment No. Three to the May Warrant to Purchase Common Stock dated as of September 26, 2004, substantially in the form attached hereto as Exhibit C (the “May Warrant Amendment”) which May Warrant Amendment shall amend the Holder’s respective May Warrant to (A) extend the term of the May Warrant and thus, the period of time during which the May Warrant is exercisable, to October 4, 2008, (B) adjust the Purchase Price to $0.07 and (C) confirm that the Purchase Price as adjusted remains subject to further adjustment and change as provided in the May Warrant; (ii) Amendment No. Two to the December Warrant to Purchase Common Stock dated as of September 26, 2004, substantially in the form attached hereto as Exhibit D (the “December Warrant Amendment”) which December Warrant Amendment shall amend the Holder’s respective December Warrant to (A) extend the term of the December Warrant and thus, the period of time during which the December Warrant is exercisable to October 4, 2008, (B) adjust the Purchase Price to $0.07 and (C) confirm that the Purchase Price, as adjusted remains subject to further adjustment and change as provided in the December Warrant, (iii) that certain Amendment No. One to the October Warrant to Purchase Common Stock dated as of October 4, 2002, substantially in the form attached hereto as Exhibit E (the “October Warrant Amendment”) which October Warrant Amendment shall amend the Holder’s respective October Warrant to (A) extend the term of the October Warrant and thus, the period of time during which the October Warrant is exercisable to October 5, 2008, (B) adjust the Purchase Price to $.07 and (C) confirm that the Purchase Price as adjusted remains subject to further adjustments and change as provided in the October Warrant, and (iv) that certain Amendment No. One to the March Warrant to Purchase Common Stock dated as of September 26, 2004, substantially in the form attached hereto as Exhibit F (the “March Warrant Amendment”) which March Warrant Amendment shall amend the Holder’s respective March Warrant to (A) extend the term of the March Warrant and thus, the period of time during which the March Warrant is exercisable to October 5, 2008, (B) adjust the Purchase Price to $.07 and (C) confirm that the Purchase Price as adjusted remains subject to further adjustment and change as provided in the March Warrant (collectively, the “Warrant Amendments”).

 

3.             Consideration for Amendments.  In consideration of each Holder’s amendment of the May Convertible Note and/or December Convertible Note, as soon as practicable following receipt by the Company of this Agreement and the May Note Amendment and/or December Note Amendment, as applicable, countersigned by the Holder, the Company shall enter into this Agreement and shall execute and deliver the Warrant Amendments.

 

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4.             Conversion of Notes and Cancellation of Warrants.  If on or prior to the Maturity Date (i) Sharman Networks Limited shall have converted all of the indebtedness due and owing to it by the Company and each of its subsidiaries as of the date of this Agreement, and (ii) Sharman Networks Limited and the Company and its subsidiaries shall have entered into a new contract or an amendment to the parties’ existing Joint Enterprise Agreement, dated June 23, 2003, for expanded services and functions to be provided thereunder on terms mutually agreeable to the Company and Sharman Networks Limited, then on the Maturity Date and, conditional upon the issuance by the Company of warrants to purchase common stock of the Company to the chief executive officer of the Company on terms and conditions substantially similar to the Warrants held by the Holders at a Purchase Price of $0.07 per share of common stock, which warrants when issued will equal thirty percent (30%) of the outstanding Warrants held by the Holders on the date of this Agreement, then the Holders on the Maturity Date will surrender, on a pro rata basis, an identical number of Warrants to the Company for cancellation and will convert, on a pro rata basis, twenty percent (20%) of the outstanding principal amount of the Notes outstanding on the Maturity Date into common stock of the Company at the Conversion Price and in accordance with the terms of the Notes.  The occurrence of all of the events which are required to occur before the cancellation of the Warrants by the Holders shall be confirmed by a certificate executed by the Board of Directors of the Company and delivered to the Agent for the benefit of the Holders prior to or concurrent with such cancellation.

 

4.             Excess Cash and Other Required Payments.  Effective as of September 26, 2004, Section 7.1 of the Letter Agreement dated as of March 30, 2004 is deleted and of no further force or effect.  In lieu thereof, effective from and after September 26, 2004, the Company shall make the payments to the Holders in accordance with the following section 7.1 (which is not intended to replace any other provision of the March 2004 Letter Agreement):

 

7.1.          Other Payments.  Until the Secured Promissory Notes and all of the obligations thereunder and under any and all of the agreements related thereto, including but not limited to the Purchase Agreements and the Letter Agreement dated as of March 30, 2004, are paid and performed in full, commencing on the date of this Agreement, the Company shall pay cash, in immediately available funds, (i) monthly, in the aggregate amount of Fifty Thousand Dollars ($50,000) on the first business day of each month, on a pro rata basis to each Holder directly, to be applied to interest and principal in that order, (ii) quarterly, not later than 45 days after the end of such quarter, on a pro rata basis to each Holder directly, to be applied to interest and principal in that order, in an amount equal to fifty percent (50%) of any EBITDA in excess of Six Hundred Thousand Dollars ($600,000) determined quarterly from the financial statements contained in the Company’s consolidated of operations then most recently filed with the Securities and Exchange Commission, which statements of operations are prepared in accordance with generally accepted accounting principles and with the rules and regulations  (including Regulation S-X) promulgated under the Securities Exchange Act of 1934 as amended (the Company Financial Statements”), and (iii) as received by the Company, on a pro rata basis to each Holder directly, to be applied to interest and principal in that order, an amount equal to fifty percent (50%) of (A) any increased revenues received from existing sources of revenue for the Company as of the date of this Agreement, and (B) any and all revenues or other cash or property received from any and all new sources of revenue or cash or property after the date of this Agreement; irrespective of the nature of such revenues, cash or property, including

 

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but not limited to renegotiated terms of existing contracts, new contracts, sales or other dispositions of assets, royalties, licensing fees or equity or financing transactions.

 

6.             Acknowledgement and Affirmation of the Notes, the Purchase Agreements, the Letter Agreement dated March 30, 2004 and the Warrants. The Company, and each of Brilliant Studios, Inc. and B3D, Inc (each a “Special Subsidiary”), acknowledge and agree that (i) the Company is indebted to each Holder in the principal amount set forth on Schedule 1 hereto, plus accrued and unpaid interest and other fees and costs, including an aggregate agreed upon amount of legal fees and costs through September 26, 2004 of Two Hundred Forty Five Thousand Dollars ($245,000), (ii) the Notes, the Purchase Agreements (as such terms are defined in the Notes), the Letter Agreement dated as of March 30, 2004 and this Agreement and the Warrants delivered in connection with the Notes, the Purchase Agreements, the Letter Agreement dated as of March 30, 2004 and the amendments thereof are legal, valid and binding obligations of the Company and are and shall continue, after the amendments to the May Convertible Notes, the May Warrants, the December Convertible Notes and the December Warrants contemplated herein, in full force and effect and are hereby confirmed in all respects and the Company hereby reaffirms each and every obligation thereunder and each of the waivers and consents made therein, and (iii) the amounts set forth in clause (i) above and the obligation of the Company to repay the Notes and perform under the Purchase Agreements and the Warrants are absolute and unconditional and not subject to any offset, defenses, claims, counterclaims or disputes. The Company and each Special Subsidiary represents and warrants that it has reread the Notes, the Purchase Agreements, the Warrants, the Note Amendments and the Warrant Amendments and each of the obligations, waivers and consents set forth therein and that its execution of this Agreement and the agreements, acknowledgements and affirmations made herein have been done after consultation with legal counsel and with full knowledge of its significance and consequences and in recognition of the fact that on March 1, 2004 the Company and each Special Subsidiary was, and presently continues to be, in default thereunder.

 

5.             Acknowledgement and Reaffirmation of Security Agreements.  The Company, and each subsidiary, hereby acknowledge and agree that (a) the Security and Pledge Agreement, dated as of May 23, 2001, as amended, executed by the Company and each Special Subsidiary (the “May Security Agreement”) and (b) the Security and Pledge Agreement, dated as of December 19, 2001, as amended, executed by the Company and each Special Subsidiary (the “December Security Agreement”) (i) are legal, valid and binding obligations of the Company and each Special Subsidiary and that no defenses to or claims against the enforcement of the May Security Agreement or the December Security Agreement or the exercise by the Agent of its rights thereunder exist, (ii) grant to the Agent (as such term is defined therein) a valid, enforceable and perfected security interest in and lien against all of the assets of the Company and of each  Special Subsidiary as of such dates and as of the date of the Letter Agreement dated as of March 30, 2004 and as of the date of this Agreement, and (iii) are and shall continue, after the amendments to the May Convertible Notes and December Convertible Notes contemplated herein, in full force and effect and are hereby confirmed in all respects and the Company and each Special Subsidiary hereby reaffirms each and every obligation thereunder and each of the waivers and consents made therein. The Company and each Special Subsidiary agree that all references in the May Security Agreement to the Convertible Notes shall mean and be a reference to the Convertible Notes as amended by the May Note Amendments, the Letter Agreement dated as of March 30, 2004, and this Agreement and the Company and each Special

 

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Subsidiary agree that all references in the December Security Agreement to the Convertible Notes shall mean and be a reference to the Convertible Notes as amended by the December Note Amendments, the Letter Agreement dated as of March 30, 2004 and this Agreement. The Company and each Special Subsidiary represents and warrants that it has reread the May Security Agreement and the December Security Agreement and each of the obligations, waivers and consents set forth therein and that its execution of the Letter Agreement dated as of March 30, 2004 and this Agreement and the agreements, acknowledgements and affirmations made herein and related hereto have been done after consultation with legal counsel and with full knowledge of its significance and consequences and in recognition of the fact that on September 26, 2004, the Company  and each Special Subsidiary was, and presently continues to be, in default thereunder.

 

6.             Acknowledgement and Reaffirmation of Guarantees.

 

(a)           Each Special Subsidiary hereby acknowledges and agrees that (i) the Guaranty, dated as of May 23, 2001, executed by each Special Subsidiary (the “May Guaranty”) and (ii) the Guaranty, dated as of December 19, 2001, executed by each Special Subsidiary (the “December Guaranty”), (X) are legal, valid and binding obligations of each Special Subsidiary and that no defenses to or claims against the enforcement of the May Guaranty or the December Guaranty or the exercise by the Agent of its rights thereunder exist, and (Y) are and shall continue, after the amendments to the May Convertible Notes and December Convertible Notes contemplated herein and in the Letter Agreement dated as of March 30, 2004, in full force and effect and are hereby confirmed in all respects and each Subsidiary hereby reaffirms each and every obligation thereunder and each of the waivers and consents made therein. Each Special Subsidiary agrees that all references in the May Guaranty to the Convertible Notes, or words of similar import, shall mean and be a reference to the Convertible Notes as amended by the May Note Amendments, the Letter Agreement dated as of March 30, 2004 and this Agreement and each Special Subsidiary agrees that all references in the December Guaranty to the Convertible Notes, or words of similar import, shall mean and be a reference to the Convertible Notes as amended by the December Note Amendments, the Letter Agreement dated as of March 30, 2004 and this Agreement. Any reference in the May Guaranty to Secured Obligations or Convertible Note Loans shall include, to the extent applicable, the Convertible Notes as amended by the May Note Amendments, the Letter Agreement dated as of March 30, 2004 and this Agreement and any reference in the December Guaranty to Secured Obligations or Convertible Note Loans shall include, to the extent applicable, the Convertible Notes as amended by the December Note Amendments, the Letter Agreement dated as of March 30, 2004 and this Agreement.

 

(b)           Each Special Subsidiary represents and warrants that it has reread the May Guaranty and the December Guaranty and each of the obligations, waivers and consents set forth therein and that its affirmation of 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 or released may diminish, destroy, or otherwise adversely affect rights that each Subsidiary otherwise may have against the Company, the Holders, the Agent or against any collateral pledged to the Holders, and that, under the circumstances, the waivers, releases and consents herein given are reasonable and not contrary to public policy or law.

 

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(c)           Each Subsidiary acknowledges that the amendments to the May Convertible Notes and the December Convertible Notes contemplated in the Letter Agreement dated as of March 30, 2004 and in this Agreement and the terms of the Letter Agreement dated as March 30, 2004 and in this Agreement directly benefit each Subsidiary and that such amendments provide for an extension of the maturity date of the May Convertible Notes and the December Convertible Notes to October 5, 2005 and the addition as a default or an event of default thereunder, the failure to pay by the Company or any of its subsidiaries (taken as a whole) (which failure to pay in the case of indebtedness due Sharman Networks Limited or Europlay Capital Advisors, LLC (an amendment to which indebtedness requires consent of the Agent) shall occur following written demand for payment), any principal, interest, premium or other amount payable with respect to any item of indebtedness aggregating One Hundred Thousand Dollars ($100,000) or which would allow for the acceleration or the right to accelerate indebtedness, which would permit the holder of such indebtedness to cause maturity to occur, or which would allow for the commencement or the right to commence remedies with respect thereto and the failure to comply with the provisions of this Agreement, including but not limited to, the obligations to make Excess Payments as set forth in Section 7 of this Agreement.

 

7.             Authorization. The Company and each subsidiary has the full legal right, power and authority to conduct its business and affairs. The Company has the full legal right, power and authority to enter into and perform its obligations under the Letter Agreement dated as of March 30, 2004, this Agreement and the Note Amendments. The execution and delivery of the Letter Agreement, dated as of March 30, 2004, this Agreement and the Note Amendments, and the performance by the Company of its obligations hereunder and thereunder, are within the corporate powers of the Company, and have been duly authorized by all necessary corporate action properly taken. The officer(s) executing the Letter Agreement dated as of March 30, 2004, this Agreement and the Note Amendments are duly authorized to act on behalf of the Company. Each subsidiary has the full legal right, power and authority to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement, and the performance by each subsidiary of its obligations hereunder, are within the corporate powers of each subsidiary, and have been duly authorized by all necessary corporate action properly taken. The officer(s) executing this Agreement are duly authorized to act on behalf of each subsidiary.

 

8.             Payment of Expenses. The Company hereby agrees to pay all out-of- pocket costs and expenses, including attorney fees, paid or incurred by Harris Toibb in connection with the negotiation, preparation and execution of this Agreement, which the Company agrees is $15,000 (the “Expense Payment”). The Expense Payment shall be paid to Harris Toibb upon the effectiveness of this Agreement.

 

9.             Effectiveness. This effectiveness of this Agreement and the obligations of the parties hereunder shall be conditioned upon the execution and delivery of this Agreement by each and all of the parties set forth below.

 

10.           Release. The Company and each of its subsidiaries and affiliates on behalf of themselves and their respective predecessors, successors, principals, employers, employees, attorneys, heirs, executors, representatives, agents, administrators, insurers and assigns (the “Releasing Parties”) do hereby release and discharge each of the Holders in any capacity, whether individual or representative, their predecessors in interest, subsidiaries, affiliates, agents,

 

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representatives, attorneys, principals, associates, employees, employers, heirs, executors, administrators, partners, insurers, successors and assigns and each of them and all persons, firms, or corporations with whom any of the former may have been now, or may hereafter be, affiliated jointly or severally (the “Releasees”) from any and all rights, claims, demands, liabilities, actions, and causes of action, suits, debts, demands, acts, agreements, damages, obligations, costs, fees, expenses, of any nature whatsoever, whether known or unknown, suspected or claimed, matured or unmatured, fixed or contingent, that the Company, its subsidiaries or affiliates or any of them may now have or hereafter may have or claim to have arising from any matter, event, cause or thing occurring from the beginning of time to the date of this Agreement against the Releasees directly or indirectly arising out of or related to any claims, debts, obligations, duties of any nature directly or indirectly concerning or related to the Notes, the Purchase Agreements, the Warrants, the Security Agreements, the Guarantees, the amendments to any and all of the foregoing agreements, including those contained in this Letter Agreement, any other agreements in writing or oral which may be directly or indirectly related to the foregoing, including matters relating to the issuance of securities underlying the Notes and the Warrants and the negotiations and actions and inactions directly or indirectly arising from or related to any of the foregoing. By executing this Release, the Releasing Parties expressly waive and relinquish any and all rights they may have under California Civil Code Section 1542, which provides as follows:

 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

 

11.           Miscellaneous.  This Agreement, the Letter Agreement dated as of March 30, 2004 to the extent not inconsistent with this Agreement, and the exhibits and schedules attached hereto represent the entire agreement between the parties concerning the subject matter hereof, and all oral discussions and prior agreements are merged herein; provided, if there is a conflict between this Agreement and any other document executed contemporaneously herewith or previously as between the parties hereto with respect to the obligations described herein, the provision of this Agreement shall control. The parties agree that any disputes of controversies with respect to this Agreement shall be governed by the choice of law and other provisions contained in the Notes.  This Agreement and the Amendments may be executed in any number of counterparts and by different parties to this Agreement or the Amendments in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement and Amendment.

 

(Signatures on Following Pages)

 

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	Very truly yours,
	BRILLIANT DIGITAL ENTERTAINMENT, INC.,
	a Delaware corporation
	By:	/s/  Tyler Tarr
		Tyler Tarr
	Its:	Chief Financial Officer

 

ACCEPTED:
HARRIS TOIBB, as holder and as Agent
/s/  Harris Toibb
EUROPLAY 1, LLC
By:	/s/  Mark Dune
	Name:	Mark Dune
Its:	Manager
PRESTON FORD INC.
By:	/s/  David H. Wilson
	Name:	David H. Wilson
Its:	President
CAPEL CAPITAL LTD.
By:	/s/  Nicholas Hannah
	Name:	Nicholas Hannah
Its:	Authorized Signatory for Marlborough Trust Company Limited Corporate Director

 

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AGREED:
BRILLIANT DIGITAL ENTERTAINMENT, INC.,
a Delaware corporation
By:	/s/  Tyler Tarr
	Tyler Tarr
Its:	Chief Financial Officer
BRILLIANT STUDIOS, INC.
By:	/s/  Tyler Tarr
	Tyler Tarr
Its:	Chief Financial Officer
B3D, INC.
By:	/s/  Tyler Tarr
	Tyler Tarr
Its:	Chief Financial Officer

 

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