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Brilliant Digital Entertainment Inc – ‘DEFR14A’ on 5/20/02

On: Monday, 5/20/02, at 3:02pm ET · Accession #: 1011438-2-387 · File #: 1-14480

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/20/02  Brilliant Digital Entertainm… Inc DEFR14A                1:113K                                   Akin Gump Str… Office/FA

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Definitive Proxy Solicitation Material        35    173K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Audit Fees Awards Certain Transactions with Directors and Executive Officers Election of Directors Financial Information Systems Design and Implementation Fees Increase in the Aggregate Number of Shares of Common Stock Authorized for Issuance From 150,000,000 to 250,000,000 Increase in the Number of Shares Permitted to Be Issued to An Employee in Any Single Year Under the 1996 Stock Option Plan Increase in the Number of Shares Under the 1996 Stock Option Plan Mark Dyne
1	1st Page - Filing Submission
5	Item 1:. Election of Directors
"	Mark Dyne
10	Item 2:. Increase in the Number of Shares Under the 1996 Stock Option Plan
"	Awards
14	Item 3:. Increase in the Number of Shares Permitted to Be Issued to An Employee in Any Single Year Under the 1996 Stock Option Plan
15	Item 4:. Increase in the Aggregate Number of Shares of Common Stock Authorized for Issuance From 150,000,000 to 250,000,000
20	Audit Fees
"	Financial Information Systems Design and Implementation Fees
21	Certain Transactions with Directors and Executive Officers

DEFR14A 1st Page of 35 TOC ↑Top Previous Next ↓Bottom Just 1st
SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2)
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12

BRILLIANT DIGITAL ENTERTAINMENT INC.
================================================================================
(Name of Registrant as Specified in Its Charter)

================================================================================
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No Fee Required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:

================================================================================
(2) Aggregate number of securities to which transaction applies:

================================================================================
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

================================================================================
(4) Proposed maximum aggregate value of transaction:

================================================================================
(5) Total fee paid:

================================================================================
[_] Fee paid with preliminary materials:

================================================================================
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

================================================================================
(2) Form, Schedule or Registration Statement No.:

================================================================================
(3) Filing party:

================================================================================
(4) Date filed:

================================================================================

DEFR14A 2nd Page of 35 TOC 1st Previous Next ↓Bottom Just 2nd
BRILLIANT DIGITAL ENTERTAINMENT, INC.
-----------------------------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-----------------------------------------------------

TIME........................ 10:00 a.m. Pacific Time on Thursday,
June 20, 2002

PLACE....................... Hilton Hotel, 6360 Canoga Avenue,
Woodland Hills, California 91367

ITEMS OF BUSINESS........... (1) To elect 3 Class III members of the
Board of Directors for three-year terms.

(2) To amend the Company's 1996 Stock Option
Plan to increase the number of
authorized shares by 16,500,000.

(3) To amend the Company's 1996 Stock Option
Plan to increase the number of options
that may be granted to any individual in
a single year.

(4) To amend the Company's Amended and
Restated Certificate of Incorporation to
increase the aggregate number of shares
of Common Stock of the Company, par
value $0.001 per share, authorized for
issuance from 150,000,000 to
250,000,000.

(5) To transact such other business as may
properly come before the Meeting and any
adjournment or postponement.

RECORD DATE................. You can vote if, at the close of business on
April 26, 2002, you were a stockholder of the
Company.

PROXY VOTING................ All stockholders are cordially invited to attend
the Annual Meeting in person. However, to ensure
your representation at the Annual Meeting, you
are urged to vote promptly by signing and
returning the enclosed Proxy card.

May 20, 2002 /S/ ROBERT CHMIEL
------------------------------------
Robert Chmiel
CHIEF OPERATING OFFICER AND
CHIEF FINANCIAL OFFICER

DEFR14A 3rd Page of 35 TOC 1st Previous Next ↓Bottom Just 3rd
BRILLIANT DIGITAL ENTERTAINMENT, INC.
6355 TOPANGA CANYON BOULEVARD, SUITE 120
WOODLAND HILLS, CALIFORNIA 91367
(818) 615-1500
PROXY STATEMENT
--------------------------------------------------------------------------------

These Proxy materials are delivered in connection with the solicitation by the
Board of Directors of Brilliant Digital Entertainment, Inc., a Delaware
corporation ("BDE," the "Company", "we", or "us"), of Proxies to be voted at our
2002 Annual Meeting of Stockholders and at any adjournments or postponements
thereof.

You are invited to attend our Annual Meeting of Stockholders on Thursday, June
20, 2002, beginning at 10:00 a.m. Pacific Time. The meeting will be held at the
Hilton Hotel, 6360 Canoga Avenue, Woodland Hills, California 91367.

It is anticipated that the 2001 Annual Report and this Proxy Statement and the
accompanying Proxy will be mailed to stockholders on or about May 20, 2002.

STOCKHOLDERS ENTITLED TO VOTE. Holders of our Common Stock at the close of
business on April 26, 2002 are entitled to receive this notice and to vote their
shares at the Annual Meeting. Common stock is the only outstanding class of
securities of the Company entitled to vote at the Annual Meeting. As of April
26, 2002, there were 24,731,142 shares of Common Stock outstanding.

PROXIES. Your vote is important. If your shares are registered in your name, you
are a stockholder of record. If your shares are in the name of your broker or
bank, your shares are held in street name. We encourage you to vote by Proxy so
that your shares will be represented and voted at the meeting even if you cannot
attend. All stockholders can vote by written Proxy card. Your submission of the
enclosed Proxy will not limit your right to vote at the Annual Meeting if you
later decide to attend in person. IF YOUR SHARES ARE HELD IN STREET NAME, YOU
MUST OBTAIN A PROXY, EXECUTED IN YOUR FAVOR, FROM THE HOLDER OF RECORD IN ORDER
TO BE ABLE TO VOTE AT THE MEETING. If you are a stockholder of record, you may
revoke your Proxy at any time before the meeting either by filing with the
Secretary of the Company, at its principal executive offices, a written notice
of revocation or a duly executed Proxy bearing a later date, or by attending the
Annual Meeting and expressing a desire to vote your shares in person. All shares
entitled to vote and represented by properly executed Proxies received prior to
the Annual Meeting, and not revoked, will be voted at the Annual Meeting in
accordance with the instructions indicated on those Proxies. If no instructions
are indicated on a properly executed Proxy, the shares represented by that Proxy
will be voted as recommended by the Board of Directors.

QUORUM. The presence, in person or by Proxy, of a majority of the votes entitled
to be cast by the stockholders entitled to vote at the Annual Meeting is
necessary to constitute a quorum. Abstentions and broker non-votes will be
included in the number of shares present at the Annual Meeting for determining
the presence of a quorum. Broker non-votes occur when a broker holding customer
securities in street name has not received voting instructions from the customer
on certain non-routine matters and, therefore, is barred by the rules of the
applicable securities exchange from exercising discretionary authority to vote
those securities.

VOTING. Each share of our Common Stock is entitled to one vote on each matter
properly brought before the meeting. Abstentions will be counted toward the
tabulation of votes cast on proposals submitted to stockholders and will have
the same effect as negative votes, while broker non-votes will not be counted as
votes cast for or against such matters.

ELECTION OF DIRECTORS. The 3 nominees for director receiving the highest number
of votes at the Annual Meeting will be elected. If any nominee is unable or
unwilling to serve as a director at the time of the Annual Meeting, the Proxies
will be voted for such other nominee(s) as shall be designated by the current
Board of Directors to fill any vacancy. The Company has no reason to believe
that any nominee will be unable or unwilling to serve if elected as a director.

AMENDMENTS TO 1996 STOCK OPTION PLAN. The approval of each of the amendments to
the 1996 Stock Option Plan will require the affirmative vote of a majority of
the shares of Common Stock present or represented and entitled to vote at the
Annual Meeting.

AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The approval
of the amendment to the Company's Amended and Restated Certificate of
Incorporation will require the affirmative vote of a majority of the outstanding
shares of Common Stock entitled to vote at the Annual Meeting. For purposes of
the vote regarding the

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DEFR14A 4th Page of 35 TOC 1st Previous Next ↓Bottom Just 4th
amendment to the Certificate of Incorporation, abstentions and broker non-votes
will have the same effect as a vote against approval of the amendment.

OTHER MATTERS. At the date this Proxy Statement went to press, we do not know of
any other matters to be raised at the Annual Meeting.

Page 3

DEFR14A 5th Page of 35 TOC 1st Previous Next ↓Bottom Just 5th
ITEM 1: ELECTION OF DIRECTORS
--------------------------------------------------------------------------------

Item 1 is the election of 3 Class III members of the Board of Directors. As
provided in our Bylaws, the Board of Directors is grouped into three classes, as
nearly equal in number as possible. Directors hold office for staggered terms of
three years. One of the three classes is elected each year to succeed the
directors whose terms are expiring.

The Class III directors whose terms expire at the 2002 Annual Meeting are Mark
Dyne, Kevin Bermeister and Abe Sher. The Board of Directors has nominated Mark
Dyne, Kevin Bermeister and Abe Sher to serve as Class III directors for terms
expiring in 2005. The Class I directors are serving terms that expire in 2003,
and the Class II directors are serving terms that expire in 2004.

Unless otherwise instructed, the Proxy holders will vote the Proxies received by
them for the nominees named below. If any nominee is unwilling to serve as a
director at the time of the Annual Meeting, the Proxies will be voted for such
other nominee(s) as shall be designated by the then current Board of Directors
to fill any vacancy. The Company has no reason to believe that any nominee will
be unable or unwilling to serve if elected as a director.

The Board of Directors proposes the election of the following nominees as Class
III directors:

Mark Dyne
Kevin Bermeister
Abe Sher

If elected, the foregoing 3 nominees are expected to serve until the 2005 Annual
Meeting of Stockholders. The 3 nominees for election as Class III directors at
the Annual Meeting who receive the highest number of affirmative votes will be
elected.

The principal occupation and certain other information about the nominees, other
directors whose terms of office continue after the Annual Meeting, and certain
executive officers are set forth on the following pages.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES LISTED ABOVE.

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CLASS III DIRECTOR NOMINEES: TERMS EXPIRING IN 2005

MARK DYNE Mark Dyne has served as Chairman of the Board of Directors
since October 1996 and until August 2001, served as Chief
Executive Officer of the Company. Since, 2000, Mr. Dyne has
served as Managing Partner of Eurocapital Partners, LLC, a
boutique investment banking firm. Mr. Dyne currently is
Chairman of the Board of Directors of Tag-It Pacific, Inc.,
a publicly traded corporation, a position he has held since
September 1997. He is a founder and director of Ozisoft Pty.
Ltd., a leading distributor of entertainment software in
both Australia and New Zealand. He is also a director of
Monto Holdings Pty., Ltd., a private investment company.
From November 1998 to March 2000, Mr. Dyne served as
Chairman and Chief Executive Officer of Sega Gaming
Technology Inc., a Las Vegas based gaming company. From
October 1998 to December 1999, Mr. Dyne also served as
Chairman of Virgin Interactive Entertainment Ltd., a
distributor of computer software programs and video games
that is based in London, England. Mr. Dyne was a founder of
Packard Bell NEC Australia Pty. Ltd., a manufacturer and
distributor of personal computers through the Australian
mass merchant channel.
DIRECTOR SINCE: 1996 AGE: 41

KEVIN BERMEISTER Kevin Bermeister has served as President of the Company
since October 1996, as Chief Executive Officer since August
2001, and as a Director since August 1996. Mr. Bermeister
was the founder of Sega Ozisoft Pty. Ltd. and previously
served as its Co-Chief Executive Officer. Mr. Bermeister
established, ran or served on the Board of Directors of
various companies including Packard Bell NEC Australia Pty.
Ltd., Jacfun Pty. Ltd., a property owner and developer, and
Tag-It Pacific, Inc., a publicly traded AMEX company. Mr.
Bermeister has served on numerous advisory boards, including
Virgin Interactive Entertainment Ltd.
DIRECTOR SINCE: 1996 AGE: 41

ABE SHER Abe Sher has served as a Director of the Company since
February 2002. Mr. Sher has been Managing Director of
Slingshot Ventures, LLC, since 1998. From May 1998 to June
2001, Mr. Sher served as Executive Vice President of xSides
Corp. Mr. Sher also serves as a member of the board of
directors of Microlab, Inc., xSides Corp., and VKB, Inc.
DIRECTOR SINCE: 2002 AGE: 41

CLASS I DIRECTORS: TERMS EXPIRING IN 2003

GARTH SALONER Garth Saloner has served as a Director of the Company since
October 1996. Mr. Saloner is the Jeffrey S. Skoll Professor
of Electronic Commerce, Strategic Management and Economics
at the Graduate School of Business at Stanford University,
which he joined in 1990. He also has served as Associate
Dean for Academic Affairs and Director of Research and
Course Development there. From 1982 to 1990, Mr. Saloner
taught as a professor at the Massachusetts Institute of
Technology. Mr. Saloner also is a director and a member of
the audit and compensation committees of Quick Response
Services, Inc., a corporation that provides electronic data
interchange services in the retail market; a director of
Synthean, Inc., a provider of enterprise software; and a
director and a member of the compensation and audit
committees of NextStage Entertainment, a corporation
involved in the construction and management of live
entertainment theatres. He also serves on the advisory
boards of Voxeo, an Internet telephony company, and eOne
Global, an electronic payments infrastructure company.
DIRECTOR SINCE: 1996 AGE: 47
MEMBER: AUDIT COMMITTEE

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RUSSELL SIMMONS Russell Simmons has served as a Director of the Company
since August 2001. Since 1985, Mr. Simmons has served as
Chairman of Island/Def Jam Recordings, a division of the
Universal Music Group. Mr. Simmons has also been Chairman of
Rush Communications since 1991 and Chairman of Phat Farm
since 1992.
DIRECTOR SINCE: 2001 AGE: 44

CLASS II DIRECTORS: TERMS EXPIRING IN 2004

RAY MUSCI Ray Musci has served as a Director of the Company since
October 1996. From October 1999, Mr. Musci has served as the
President and Chief Executive Officer of BAM! Entertainment,
Inc., a publicly traded company that develops, publishes and
distributes entertainment software products and video games.
From May 1990 to July 1999, Mr. Musci served as the
President, Chief Executive Officer and as a director of
Infogrames Entertainment, Inc. (formerly Ocean of America,
Inc.), a company that develops, publishes and distributes
software products. From September 1994 to July 1996, Mr.
Musci served as a director of Ocean International, Ltd., the
holding company of Ocean of America, Inc. and Ocean
Software, Ltd. From August 1985 to March 1990, Mr. Musci was
Executive Vice President/General Manager of Data East USA,
Inc., a subsidiary of Data East Corp., a Japanese company,
where he established a consumer division to develop,
manufacture, market and distribute consumer video games,
entertainment software and coin-operated video arcade games
and pinball machines.

DIRECTOR SINCE: 1996 AGE: 41
MEMBER: AUDIT COMMITTEE AND COMPENSATION COMMITTEE

JEFF SCHEINROCK Jeff Scheinrock has served as a Director of the Company
since October 1996. Since September 1999, Mr. Scheinrock has
been Chief Executive Officer, President and Chief Financial
Officer of Tornado Development, Inc., a unified messaging
company. Mr. Scheinrock also has served as Chief Executive
Officer of Scheinrock Advisory Group, Inc. since May 1997.
From July 1996 until May 1997, Mr. Scheinrock served as Vice
Chairman, Chief Financial Officer and Assistant Secretary of
Kistler Aerospace Corporation, a company involved in the
development, marketing and manufacture of reusable satellite
launch vehicles. From March 1989 to July 1996, Mr.
Scheinrock was the Vice Chairman of Finance and Strategic
Planning of Packard Bell NEC. Mr. Scheinrock is a director
of SRS Labs, Inc., a corporation listed on the Nasdaq Stock
Market's National Market Mr. Scheinrock also is a director
of various other private companies.
DIRECTOR SINCE: 1996 AGE: 51
MEMBER: AUDIT COMMITTEE AND COMPENSATION COMMITTEE

MARK MILLER Mark Miller has served as a Director of the Company since
August 1996. Since September, 2000, Mr. Miller has served as
a consultant to the Company on a part time basis, and as an
investment advisor and financial planner. From October, 1996
to August, 2000, Mr. Miller served as Vice President,
Production and Operations of the Company. Mr. Miller also
served as Managing Director of the Company's Australian
subsidiary, Brilliant Interactive Ideas, Pty. Ltd. ("BII
Australia"), from March 1994 to August 2000. Mr. Miller
served as President and Chief Financial Officer of the
Company from August 1996 through September 1996. He is also
the joint Managing Director of e-Brilliant Pty. Limited - a
Singapore based animation studio that is a joint venture
between the Company and eNewMedia a Hong Kong listed public
company. Mr. Miller is a chartered accountant and has
extensive experience in the development of large software
applications, project management, people management and team
building and conflict resolution.
DIRECTOR SINCE: 1996 Age: 42

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OTHER EXECUTIVE OFFICERS

ROBERT CHMIEL Robert Chmiel has served as Chief Operating Officer, Chief
Financial Officer and Secretary of the Company since
December 2000. From September 2000 through December 2000,
Mr. Chmiel served as a consultant to multiple start-up
companies. From April 1999 through April 2000, Mr. Chmiel
served as President and Chief Operating Officer at
Phase2Media, Inc. From November 1998 through April 1999, Mr.
Chmiel served as the Chief Operating Officer at Enhanced
Services, Inc. From May 1998 through September 1998, Mr.
Chmiel served as the Chief Financial Officer at
BarnesandNoble.com. From September 1995 through May 1998,
Mr. Chmiel served as the Vice President of Finance and
Operation at Disney Online. From February 1992 through
September 1995, Mr. Chmiel served as the General Manager and
Director of Finance at FamilyFun Magazine, a holding of
Disney Magazine Publishing.

ANTHONY NEUMANN Anthony Neumann has served as Vice President, Business
Development since 2000. Mr. Neumann served as Director,
Business Development of the Company from 1996 through 2000.
Mr. Neumann has been involved in the multimedia
entertainment industry since 1992. Prior to 1992, Mr.
Neumann worked as a financial consultant at Merrill Lynch.

ANTHONY ROSE Anthony Rose has served as Chief Technical Officer of the
Company since its inception in 1995, and has been
responsible for overseeing the Company's software
development team and technology direction. Prior to joining
the Company, Mr. Rose was director of A.R. Technology Pty.
Ltd. ("A.R. Technology"), an Australian electronics company
he founded in 1988. A.R. Technology designs and manufactures
digital electronics hardware and software. Past projects
include computer designs for Apple, Epson, and Panasonic;
telecommunications circuits for Telstra Australia; and
custom data loggers for government labs. Mr. Rose holds
several international patents relating to anti-virus
hardware circuits for personal computers.

FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

MEETINGS AND COMMITTEES. The Board of Directors held ten meetings during fiscal
2001. The Board of Directors has an Audit Committee and a Compensation
Committee.

The Audit Committee currently consists of Messrs. Musci, Scheinrock and Saloner.
The Audit Committee recommends the engagement of the Company's independent
public accountants, reviews the scope of the audit to be conducted by the
independent public accountants, and periodically meets with the independent
public accountants and the Chief Financial Officer of the Company to review
matters relating to the Company's financial statements, the Company's accounting
principles and its system of internal accounting controls, and reports its
recommendations as to the approval of the financial statements of the Company to
the Board of Directors. The role and responsibilities of the Audit Committee are
more fully set forth in a written Charter adopted by the Board of Directors. The
Audit Committee held four meetings during fiscal 2001.

The Compensation Committee currently consists of Messrs. Musci and Scheinrock.
The Compensation Committee is responsible for considering and making
recommendations to the Board of Directors regarding executive compensation and
is responsible for administering the Company's stock option and executive
incentive compensation plans. The Compensation Committee held five meetings
during fiscal 2001.

Except for Russell Simmons, who attended less than 75% of all the meetings of
the Board of Directors in fiscal 2001, all directors attended 75% or more of all
the meetings of the Board of Directors and those committees on which he served
in fiscal 2001.

DIRECTORS' COMPENSATION. Non-employee directors of the Company currently are
paid $1,500 for their personal attendance at any meeting of the Board of
Directors and $500 for attendance at any telephonic meeting of the Board of
Directors or at any meeting of a committee of the Board of Directors.
Non-employee directors also received options to

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purchase 300,000 shares of Common Stock in fiscal 2001. Directors also are
reimbursed for their reasonable travel expenses incurred in attending Board or
committee meetings.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The Compensation
Committee of our Board of Directors currently consists of Messrs. Musci and
Scheinrock. None of these individuals was an officer or employee of the Company
at any time during fiscal 2001. Mr. Dyne currently serves as a member of the
board of directors of BAM! Entertainment, Inc., a company for which Mr. Musci is
Chief Executive Officer.

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ITEM 2: INCREASE IN THE NUMBER OF SHARES UNDER THE 1996 STOCK OPTION PLAN
--------------------------------------------------------------------------------

The Board of Directors proposes that the stockholders approve an amendment to
the Company's 1996 Stock Option Plan (the "1996 Plan") to increase the number of
shares reserved for issuance under the 1996 Plan from 3,500,000 to 20,000,000
shares. The amendment to increase the number of shares authorized to be issued
pursuant to the 1996 Plan is being proposed due to the fact that Company has
experienced significant dilution through the issuance of a large number of
shares and warrants in fiscal 2001.

The 1996 Plan is designed to assist the Company in attracting, retaining and
compensating highly qualified individuals and to provide them with a proprietary
interest in the Company's Common Stock. The 1996 Plan provides incentives in the
form of grants of Common Stock and derivative security awards (including stock
options, stock appreciation rights, dividend equivalents and performance units),
which allow employees, officers, directors and consultants to have a personal
financial stake in the Company, in addition to underscoring their common
interest with stockholders in increasing the value of the Company's stock over
the long term.

The Board of Directors believes it is in the best interest of the Company and
its stockholders to continue to make substantial use of stock-based incentives
to attract, retain and motivate qualified personnel. Accordingly, on November 2,
2001 the Board of Directors resolved to amend the 1996 Plan to increase the
number of shares reserved for issuance under the 1996 Plan. As of the Record
Date, options to purchase 2,944,000 shares were outstanding under the 1996 Plan
and 145,625 shares have been issued to participants upon exercise of options
issued under the 1996 Plan. As such, as of the Record Date, 410,375 shares were
available for future grants. As of the Record Date, the Company's Board of
Directors has approved the grant of options to purchase an additional 2,000,000
shares under the 1996 Plan, subject to stockholder approval of this amendment at
the Annual Meeting.

The following summary briefly describes the principal features of the 1996 Plan
and is qualified in its entirety by reference to the full text of the 1996 Plan,
a copy of which is attached hereto as Appendix "A" in the form proposed.

GENERAL. The Company adopted the "1996 Plan" in September 1996. Each director,
officer, employee or consultant of the Company or any of its subsidiaries is
eligible to be considered for the grant of awards under the 1996 Plan. The
maximum number of shares of Common Stock that may be issued pursuant to awards
granted under the 1996 Plan is currently 3,500,000, subject to certain
adjustments in the event of a stock split, recapitalization or similar event.
Any shares of Common Stock subject to an award, which for any reason expires or
terminates unexercised, are again available for issuance under the 1996 Plan. If
this amendment is approved, the maximum number of shares that may be issued will
be increased to 20,000,000.

The 1996 Plan may be administered by the Board of Directors or another committee
of two or more non-employee directors appointed by the Board of Directors, each
of whom shall be an "outside director" for purposes of 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). The 1996 Plan is currently
administered by the Compensation Committee of the Board of Directors (the "Comp
Committee"). Subject to the provisions of the 1996 Plan, the Comp Committee will
have full and final authority to select the employees, officers, directors and
consultants to whom awards will be granted thereunder, to grant the awards and
to determine the terms and conditions of the awards and the number of shares to
be issued pursuant thereto.

AWARDS. The 1996 Plan authorizes the Comp Committee to enter into any type of
arrangement with an eligible employee that, by its terms, involves or might
involve the issuance of (1) shares of Common Stock, (2) an option, warrant,
convertible security, stock appreciation right or similar right with an exercise
or conversion privilege at a price related to the Common Stock, or (3) any other
security or benefit with a value derived from the value of the Common Stock. An
award may consist of one such arrangement or two or more such arrangements in
tandem or in the alternative. Currently, the maximum number of shares of Common
Stock with respect to which options or rights may be granted under the 1996 Plan
to any executive or other employee during any fiscal year is currently 100,000,
subject to certain adjustments in the event of a stock split, recapitalization
or similar event. At the Annual Meeting, a proposal is being presented to
increase the maximum of number of shares which may be granted to an individual
in a single year.

An award may provide for the issuance of Common Stock for any lawful
consideration, including services rendered or, to the extent permitted by
applicable state law, to be rendered. Currently, Delaware law does not permit
the issuance of Common Stock for services to be rendered.

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An award granted under the 1996 Plan may include a provision conditioning or
accelerating the receipt of benefits, either automatically or in the discretion
of the Comp Committee, upon the occurrence of specified events, including a
change of control of the Company, an acquisition of a specified percentage of
the voting power of the Company or a dissolution, liquidation, merger,
reclassification, sale of substantially all of the property and assets of the
Company or other significant corporate transaction. Any stock option granted may
be an incentive stock option within the meaning of Section 422 of the Code or a
nonqualified stock option.

An award under the 1996 Plan may permit the recipient to pay all or part of the
purchase price of the shares or other property issuable pursuant to the award,
and/or to pay all or part of the recipient's tax withholding obligations with
respect to such issuance, in cash or by delivering previously owned shares of
capital stock of the Company.

PLAN DURATION. The 1996 Plan became effective upon its adoption by the Board of
Directors on September 13, 1996, and was originally approved by the Company's
stockholders on September 13, 1996. Unless terminated earlier by the Board of
Directors, the 1996 Plan will automatically terminate on September 13, 2006.

AMENDMENTS. The Comp Committee may amend or terminate the 1996 Plan at any time
and in any manner, subject to the following: (1) no recipient of any award may,
without his or her consent, be deprived thereof or of any of his or her rights
thereunder or with respect thereto as a result of such amendment or termination;
and (2) if any rule or regulation promulgated by the Securities and Exchange
Commission (the "SEC"), the Internal Revenue Service or any national securities
exchange or quotation system upon which any of the Company's securities are
listed requires that any such amendment be approved by the Company's
stockholders, then such amendment will not be effective until it has been
approved by the Company's stockholders.

EFFECT OF SECTION 16(B) OF THE SECURITIES EXCHANGE ACT OF 1934. The acquisition
and disposition of Common Stock by officers, directors and more than 10%
stockholders of the Company ("Insiders") pursuant to awards granted to them
under the 1996 Plan may be subject to Section 16(b) of the Securities Exchange
Act of 1934. Pursuant to Section 16(b), a purchase of Common Stock by an Insider
within six months before or after a sale of Common Stock by the Insider could
result in recovery by the Company of all or a portion of any amount by which the
sale proceeds exceed the purchase price. Insiders are required to file reports
of changes in beneficial ownership under Section 16(a) of the Securities
Exchange Act of 1934 upon acquisitions and dispositions of shares. Rule 16b-3
provides an exemption from Section 16(b) liability for certain transactions
pursuant to certain employee benefit plans. The 1996 Plan is designed to comply
with Rule 16b-3.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES. The following is a general
discussion of the principal federal income tax consequences under the 1996 Plan.
Because the United States federal income tax rules governing options and related
payments are complex and subject to change, optionees are advised to consult
their tax advisors prior to exercise of options or dispositions of stock
acquired pursuant to option exercise. The 1996 Plan does not constitute a
qualified retirement plan under Section 401(a) of the Code (which generally
covers trusts forming part of a stock bonus, pension or profit-sharing plan
funded by the employer and/or employee contributions which are designed to
provide retirement benefits to participants under certain circumstances) and is
not subject to the Employee Retirement Income Security Act of 1974 (the pension
reform law which regulates most types of privately funded pension, profit
sharing and other employee benefit plans).

CONSEQUENCES TO EMPLOYEES: INCENTIVE STOCK OPTIONS. No income is recognized for
federal income tax purposes by an optionee at the time an Incentive Stock Option
is granted, and, except as discussed below, no income is recognized by an
optionee upon his or her exercise of an Incentive Stock Option. If the optionee
disposes of the shares received upon exercise after two years from the date such
option was granted and after one year from the date such option is exercised,
the optionee will recognize long-term capital gain or loss when he or she
disposes of his or her shares. Such gain or loss generally will be measured by
the difference between the exercise price of the option and the amount received
for the shares at the time of disposition. If the optionee disposes of shares
acquired upon exercise of an Incentive Stock Option within two years after being
granted the option, or within one year after acquiring the shares, any amount
realized from such disqualifying disposition will be taxable at ordinary income
rates in the year of disposition to the extent that the lesser of (a) the fair
market value of the shares on the date the Incentive Stock Option was exercised,
or (b) the fair market value at the time of such disposition, exceeds the
Incentive Stock Option exercise price. Any amount realized upon disposition in
excess of the fair market value of the shares on the date of exercise will be
treated as short-term or long-term capital gain, depending upon the length of
time the shares have been held. The use of stock acquired through exercise of an
Incentive Stock Option to exercise an Incentive Stock Option will constitute a
disqualifying disposition if the applicable holding period requirements have not
been satisfied. For alternative minimum tax purposes,

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the excess of the fair market value of the stock as of the date of exercise over
the exercise price of the Incentive Stock Option is included in computing that
year's alternative minimum taxable income. However, if the shares are disposed
of in the same year, the maximum alternative minimum taxable income with respect
to those shares is the gain on disposition. There is no alternative minimum
taxable income from a disqualifying disposition in subsequent years. The
Internal Revenue Service has announced that the exercise of an Incentive Stock
Option on or after January 1, 2003 will be considered wages subject to
withholding for FICA purposes to the extent of the spread between the exercise
price and value of the Common Stock as of the date of the exercise.

CONSEQUENCES TO EMPLOYEES: NON-STATUTORY OPTIONS. An optionee recognizes no
income at the time Non-Statutory Options are granted under the 1996 Plan. In
general, at the time shares are issued to an optionee pursuant to exercise of
Non-Statutory Options, the optionee will recognize income taxable at ordinary
income tax rates equal to the excess of the fair market value of the shares on
the date of exercise over the exercise price of such shares, unless the stock
received is not transferable and subject to a substantial risk of forfeiture
under Code Section 83 (stock received by you which is subject to continued
employment or subject to the six month holding period under Section 16(b) of the
Securities Act of 1934 is deemed to be subject to a substantial risk of
forfeiture under Code Section 83). An optionee will recognize gain or loss on
the subsequent sale of shares acquired upon exercise of Non-Statutory Options in
an amount equal to the difference between the selling price and the tax basis of
the shares, which will include the price paid plus the amount included in the
optionee's taxable income by reason of the exercise of the Non-Statutory
Options. Provided the shares are held as a capital asset, any gain or loss
resulting from a subsequent sale will be short-term or long-term capital gain or
loss depending upon the length of time the shares have been held.

CONSEQUENCES TO EMPLOYEES: RESTRICTED STOCK. The receipt of restricted stock
will not result in a taxable event to the participant until the expiration of
any repurchase rights retained by the Company with respect to such stock, unless
the participant makes an election under Section 83(b) of the Code to be taxed as
of the date of purchase. If no repurchase rights are retained, or if a Section
83(b) election is made, the participant will recognize ordinary income in an
amount equal to the excess of the fair market value of such shares on the date
of purchase over the purchase price paid for such shares. Even if the purchase
price and the fair market value of the shares are the same (in which case there
would be no ordinary income), a Section 83(b) election must be made to avoid
deferral of the date ordinary income is recognized. The election must be filed
with the Internal Revenue Service not later than thirty (30) days after the date
of transfer. If no Section 83(b) election is made or if no repurchase rights are
retained, a taxable event will occur on each date the participant's ownership
rights vest (e.g., when the Company's repurchase rights expire) as to the number
of shares that vest on that date, and the holding period for long-term capital
gain purposes will not commence until the date the shares vest. The participant
will recognize ordinary income on each date shares vest in an amount equal to
the excess of the fair market value of such shares on that date over the amount
paid for such shares. The income from the restricted stock will also be subject
to income and employment tax withholding in the year such income is includible
in the participant's income.

CONSEQUENCES TO EMPLOYEES: STOCK APPRECIATION RIGHTS. Individuals who receive
stock appreciation rights under the 1996 Plan will generally recognize taxable
income upon exercise of the stock appreciation right. The income received from
the exercise of the stock appreciation right will be ordinary and will be equal
to the amount of cash received or the value of the appreciated stock. This
amount will generally be reportable in the participant's income in the year of
receipt, however, if the stock appreciation right is exercised for stock and the
stock is subject to a substantial risk of forfeiture, it will be subject to tax
as restricted stock (see above discussion). The income from a stock appreciation
right will also be subject to income and employment tax withholding in the year
such income is includible in the participant's income.

CONSEQUENCES TO EMPLOYEES: CASH BONUS GRANTS. With respect to cash bonus grants
under the 1996 Plan, participants will recognize taxable income in the amount of
cash paid at the time amounts are paid or available for payment to the
participant pursuant to the terms of their award. The income from the cash bonus
grant will also be subject to income and employment tax withholding in the year
such income is includible in the participant's income.

CONSEQUENCES TO COMPANY: INCENTIVE STOCK OPTIONS. The Company will not be
allowed a deduction for federal income tax purposes at the time of the grant or
exercise of an Incentive Stock Option. There are also no United States federal
income tax consequences to the Company as a result of the disposition of shares
acquired upon exercise of an Incentive Stock Option if the disposition is not a
disqualifying disposition. At the time of a disqualifying disposition by an
optionee, the Company will be entitled to a deduction for the amount received by
the optionee to the extent that such amount is taxable to the optionee at
ordinary income tax rates.

CONSEQUENCES TO COMPANY: NON-STATUTORY OPTIONS AND OTHER GRANTS. The Company
generally will be entitled to a deduction for United States federal income tax
purposes in the same year and in the same amount as the optionee is considered
to

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have recognized income taxable at ordinary income tax rates in connection with
the exercise of Non-Statutory Options or other grants received under the 1996
Plan. In certain instances, the Company may be denied a deduction for
compensation attributable to awards granted to certain officers of the Company
to the extent that such compensation exceeds $1,000,000 in a given year.

BOARD RECOMMENDATION AND VOTE. The approval of this amendment to the 1996 Stock
Option Plan will require the affirmative vote of a majority of the shares of
Common Stock present or represented and entitled to vote at the Annual Meeting.
The Board of Directors is of the opinion that this amendment is in the best
interests of the Company and recommends a vote for the approval of this
amendment. All Proxies will be voted to approve this amendment unless a contrary
vote is indicated on the enclosed Proxy card.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE
1996 STOCK OPTION PLAN TO INCREASE THE NUMBER SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN TO 20,000,000.

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ITEM 3: INCREASE IN THE NUMBER OF SHARES PERMITTED TO BE ISSUED TO AN EMPLOYEE
IN ANY SINGLE YEAR UNDER THE 1996 STOCK OPTION PLAN
--------------------------------------------------------------------------------

The Board of Directors proposes that the stockholders approve a second amendment
to the 1996 Plan to increase the number of shares of Common Stock with respect
to which options or rights may be granted under the 1996 Plan to any individual
during any fiscal year from 100,000 to one-half of the total number of shares
reserved for issuance under the 1996 Plan.

Pursuant to the provisions of Section 162(m) of the Code, and the regulations
promulgated thereunder (as discussed below), the 1996 Plan must provide a limit
with respect to the number of shares underlying stock options or other rights
that may be granted by the Company to any individual in a specified period.
Currently, the maximum number of shares of Common Stock with respect to which
options or rights may be granted under the 1996 Plan to any individual during
any fiscal year is 100,000, subject to certain adjustments in the event of a
stock split, recapitalization or similar event. If the amendment described in
Item #2 of this Proxy Statement is adopted by the stockholders, the total number
of shares reserved for issuance under the 1996 Plan will be increased to
20,000,000. As a result of this increase, the Board of Directors has proposed
that the per individual annual limitation also be increased, to the number that
is one-half of the total number of shares reserved for issuance under the 1996
Plan.

SECTION 162(M) LIMITATIONS. The following is intended only as a brief summary of
the federal income tax rules relevant to the grant of options to certain
officers. These rules are highly technical and subject to change in the future.

Section 162(m) of the Code, generally disallows the deduction of compensation
income in excess of $1,000,000 paid to a "covered employee." Thus, if an officer
remains a "covered employee," meaning either the Chief Executive Officer or one
of the other four most highly compensated employees of the Company whose
compensation is required to be disclosed under the Securities Exchange Act of
1934, and he or she were to exercise his or her options such that he or she
receives more than $1,000,000 in compensation in any given taxable year, the
Company would not be allowed to deduct that portion of such officer's otherwise
deductible compensation that exceeded $1,000,000.

Section 162(m) of the Code does not apply, however, to compensation that meets
the following four criteria: (1) the compensation is based solely on the
attainment of performance goals; (2) the performance goals are determined by a
compensation committee of the Board of Directors comprised solely of two or more
outside directors; (3) the material terms of the compensation are disclosed to
stockholders and approved by a majority vote of the stockholders; and (4)
certification by the compensation committee that the performance goals have been
met. In addition, Treasury Regulation Section 1.162-27(e)(4)(iv) requires that
the compensation payable must be specific enough so that a stockholder can
determine the maximum amount of compensation that could be paid to any employee
during a specific period. A stock option plan that provides a limit with respect
to the maximum number of shares underlying stock options that may be granted to
any employee during a specified period and the exercise price of those options
satisfies Treasury Regulation Section 1.162-27(e)(4)(iv). The 1996 Plan is
intended to meet the requirements of Section 162(m) of the Code.

BOARD RECOMMENDATION AND VOTE. The approval of this amendment to the 1996 Plan
will require the affirmative vote of a majority of the shares of Common Stock
present or represented and entitled to vote at the Annual Meeting. The Board of
Directors is of the opinion that this amendment is in the best interests of the
Company and recommends a vote for the approval of this amendment. All Proxies
will be voted to approve this amendment unless a contrary vote is indicated on
the enclosed Proxy card.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE
1996 STOCK OPTION PLAN TO INCREASE THE NUMBER OF OPTIONS THAT MAY BE GRANTED TO
ANY INDIVIDUAL IN ANY YEAR.

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ITEM 4: INCREASE IN THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED
FOR ISSUANCE FROM 150,000,000 TO 250,000,000
--------------------------------------------------------------------------------

The Board of Directors has approved an amendment (the "Certificate Amendment")
to the Amended and Restated Certificate of Incorporation of the Company (the
"Certificate of Incorporation") that will increase the aggregate number of
shares of Common Stock authorized for issuance from 150,000,000 shares to
250,000,000 shares (the "Authorized Share Increase"). The complete text of the
form of the Certificate Amendment is set forth on Appendix "B" to this Proxy
Statement. The Board of Directors is submitting the Certificate Amendment to our
stockholders for approval at the Annual Meeting.

The additional shares of Common Stock would become part of the existing class of
Common Stock, and the additional shares, when issued, would have the same rights
and privileges as the shares of Common Stock now issued. There are no preemptive
rights relating to the Common Stock.

The Company's Certificate of Incorporation presently authorizes the issuance of
150,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, each
having a par value of $0.001 per share. Of the 150,000,000 presently authorized
shares of Common Stock, 24,731,142 shares were issued and outstanding on April
26, 2002, the record date. Of the 1,000,000 shares of presently authorized
Preferred Stock, 300,000 shares have been designated Series A Preferred Stock,
none of which have been issued. No shares of Series A Preferred Stock were
issued or outstanding as of the record date. An aggregate of 95,834,919 shares
of Common Stock have been reserved for issuance as of the record date pursuant
to outstanding options, warrants, convertible promissory notes and options
issued under the Company's 1996 Stock Incentive Plan. In addition, pursuant to
this Proxy, the Company is seeking stockholder approval to amend the Company's
1996 Stock Option Incentive Plan to increase the number of authorized shares by
16,500,000. Accordingly, assuming the proposal to approve the amendment to the
Company's Stock Incentive Plan is approved by our stockholders, only 12,933,939
shares of Common Stock remain available for corporate purposes.

ADDITIONAL REASONS FOR THE AUTHORIZED SHARE INCREASE. The Board of Directors
believes that the proposed increase in the authorized shares of Common Stock is
in the best interests of the Company and our stockholders and believes that it
is advisable to authorize such additional shares and have them available in
connection with possible future transactions, such as financings, strategic
alliances, corporate mergers, acquisitions, possible funding of new product
programs or businesses and other uses not presently determinable and as may be
deemed to be feasible and in the best interests of the Company. In addition, the
Board of Directors believes that it is desirable that the Company has the
flexibility to issue shares of Common Stock without further stockholder action,
except as otherwise provided by law.

AMENDMENT. If the Authorized Share Increase is approved, the first full
paragraph of Article IV of the Certificate of Incorporation will read as
follows:

"IV.

This Corporation is authorized to issue two classes of
shares, designated, respectively, "Preferred Stock" and "Common
Stock." Each class of stock shall have a par value of $0.001 per
share. The number of shares of Preferred Stock authorized to be
issued is 1,000,000 and the number of shares of Common Stock
authorized to be issued is 250,000,000."

The only change in Article IV which will be affected if the proposal is approved
is the change to the one number set forth in bold face type above. Presently,
Article IV provides that the shares of Common Stock which the Company may issue
is 150,000,000. All other provisions of Article IV will remain unchanged.

CERTAIN EFFECTS OF THE AMENDMENT. The Board of Directors believes that approval
of the Authorized Share Increase is advisable in order to have the additional
shares available for possible future transactions, such as financings, strategic
alliances, corporate mergers, acquisitions, possible funding of new product
programs or businesses and other uses not presently determinable and as may be
deemed to be feasible and in the best interests of the Company. However, the
following should be considered by a stockholder in deciding how to vote upon the
Certificate Amendment.

If the Authorized Share Increase is approved, the additional authorized shares
would be available for issuance by the Board of Directors for any proper
corporate purpose at any time without further stockholder approval except as
otherwise required by applicable law or securities exchange listing rules. If
the Authorized Share Increase is approved,

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the stockholders would experience substantial dilution in the percentage of
Company equity they own upon conversion and exercise of certain options,
warrants and convertible promissory notes held by third parties. The issuance of
such additional shares might be disadvantageous to current stockholders in that
any additional issuances would potentially reduce per share dividends, if any.
Stockholders should consider, however, that the possible impact upon dividends
is likely to be minimal in view of the fact that the Company has never paid
dividends, has never adopted any policy with respect to the payment of dividends
and does not intend to pay any cash dividends in the foreseeable future. The
Company instead intends to retain earnings, if any, for use in financing growth
and additional business opportunities.

The issuance of the additional shares of Common Stock in a transaction could
have an anti-takeover effect. Additional shares of Common Stock could be issued
(within the limits imposed by applicable law) in one or more transactions that
could make a change in control or takeover more difficult. For example, the
Company could issue additional shares for the purpose of diluting the stock
ownership or voting rights of persons seeking to obtain control of the Company.
Consequently, the Certificate Amendment, if approved, would strengthen the
position of the Board of Directors and might make the removal of the Board of
Directors more difficult, even if the removal would be generally beneficial to
our stockholders. The authorization to issue the additional shares of Common
Stock would provide the Board of Directors with a capacity to negate the efforts
of unfriendly tender offerors through the issuance of securities to others who
are friendly or desirable to the Board of Directors.

EFFECTIVE DATE OF THE AUTHORIZED SHARE INCREASE. If the Certificate Amendment is
approved by the requisite vote of our stockholders, the Authorized Share
Increase will be effective upon the close of business on the date of filing of
the Certificate Amendment with the Delaware Secretary of State, which filing is
expected to take place shortly after the Annual Meeting. However, the exact
timing of the filing of the Certificate Amendment will be determined by the
Board of Directors based upon its evaluation as to when such action will be most
advantageous to us and our stockholders, and the Board of Directors reserves the
right to delay filing the Certificate Amendment for up to twelve months
following stockholder approval thereof. In addition, the Board of Directors
reserves the right, notwithstanding stockholder approval and without further
action by the stockholders, to elect not to proceed with the Certificate
Amendment if, at any time prior to filing the Certificate Amendment, the Board
of Directors, in its sole discretion, determines that it is no longer in the
best interests of the Company and the stockholders. If this proposal is not
approved by the stockholders, then the Certificate Amendment will not be filed.

BOARD RECOMMENDATION AND VOTE. The Board of Directors has unanimously approved
the Certificate Amendment. The affirmative vote of a majority of the outstanding
shares of the Common Stock is required to approve the Certificate Amendment. For
purposes of the vote regarding the Certificate Amendment, abstentions and broker
non-votes will have the same effect as a vote against approval of the
Certificate Amendment. The Board of Directors is of the opinion that the
Certificate Amendment is advisable and in the best interests of the Company and
the stockholders and recommends a vote "FOR" the approval of the Certificate
Amendment. All proxies will be voted to approve the Certificate Amendment unless
a contrary vote is indicated on the enclosed proxy card.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT TO
INCREASE THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE
FROM 150,000,000 TO 250,000,000.

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth, as to the Chief Executive Officer and as to each
of the other four most highly compensated officers whose compensation exceeded
$100,000 during the last fiscal year (the "Named Executive Officers"),
information concerning all compensation paid for services to the Company in all
capacities for each of the three years ended December 31 indicated below.

[Enlarge/Download Table]

ANNUAL COMPENSATION LONG TERM COMPENSATION
NUMBER OF
FISCAL YEAR SECURITIES ALL
NAME ENDED UNDERLYING OTHER
PRINCIPAL POSITION (1) DECEMBER 31, SALARY BONUS OPTIONS COMPENSATION
-------------------------- ------------ ----------- ----- ---------- ------------

Kevin Bermeister......... 2001 $ 250,000 -- 100,000 --
President & Chief 2000 $ 225,000 -- 100,000 --
Executive Officer (2) 1999 $ 225,000 -- 80,000 --

Mark Dyne................ 2001 $ 167,000 -- 50,000 --
Chairman(2) 2000 $ 225,000 -- 100,000 --
1999 $ 225,000 -- 80,000 --

Rob Chmiel (3)........... 2001 $ 220,000 -- 100,000 --
Chief Operating Officer, 2000 $ 9,000 -- 100,000 --
Chief Financial Officer &
Secretary

Anthony Neumann.......... 2001 $ 150,000 -- 100,000 --
Vice President, Business 2000 $ 150,000 -- 20,000 --
Development 1999 $ 104,700 -- 30,000 --

Anthony Rose............. 2001 $ 156,000 -- 100,000 --
Chief Technical Officer 2000 $ 139,000 -- 20,000 --
1999 $ 139,000 -- 35,000 --
<FN>
-------------------------
(1) For a description of the employment contracts between certain officers and
the Company, see "Employment Contracts," below.

(2) Mr. Bermeister was named Chief Executive Officer in August 2001. Prior to
August 2001, Mr. Dyne served as Chief Executive Officer.

(3) Mr. Chmiel's employment with the Company commenced in December 2000.
</FN>

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OPTION GRANTS IN FISCAL 2001

The following table sets forth certain information regarding the grant of stock
options made during fiscal 2001 to the Named Executive Officers.

[Enlarge/Download Table]

PERCENT
NUMBER OF OF TOTAL POTENTIAL
SECURITIES OPTIONS REALIZABLE VALUE
UNDERLYING GRANTED TO AT ASSUMED
OPTIONS EMPLOYEES EXERCISE RATE OF STOCK PRICE
GRANTED IN FISCAL OR BASE EXPIRATION APPRECIATION FOR
NAME (1) YEAR(2) PRICE (3) DATE OPTION TERM (4)
-------------------- ---------- ---------- ----------- ---------- ---------------------
5% 10%
---------- --------

Mark Dyne............ 50,000 4.7% $0.16 12/19/11 $ 5,031 $ 12,275
Kevin Bermeister..... 100,000 9.4% $0.16 12/19/11 $ 10,062 $ 25,500
Rob Chmiel........... 100,000 9.4% $0.16 12/19/11 $ 10,062 $ 25,500
Anthony Neumann...... 100,000 9.4% $0.16 - 0.35 10/5/11 - $ 19,024 $ 48,211
12/19/11
Anthony Rose......... 100,000 9.4% $0.16 - 0.75 5/4/11 - $ 28,615 $ 72,515
12/19/11
<FN>

(1) These option grants vest in four equal annual installments of 25%, each
commencing on the subsequent January 1st from the date of the grant and
were granted for a term of 10 years.

(2) Options covering an aggregate of 1,063,000 shares were granted to employees
during fiscal 2001.

(3) The exercise price and tax withholding obligations related to exercise may
be paid by delivery of already owned shares, subject to certain conditions.

(4) The potential realizable value is based on the assumption that the Common
Stock appreciates at the annual rate shown (compounded annually) from the
date of grant until the expiration of the option term. These amounts are
calculated pursuant to applicable requirements of the SEC and do not
represent a forecast of the future appreciation of the Common Stock.
</FN>

EMPLOYMENT AND SEVERANCE AGREEMENTS

The Company has entered into employment contracts with the following Named
Executive Officers.

Effective January 1, 2001, the Company entered into a two-year employment
agreement with Kevin Bermeister pursuant to which Mr. Bermeister serves as the
President and a member of the Board of Directors of the Company. The agreement
provides for payment to Mr. Bermeister of an initial base salary of $250,000 per
year, and for mandatory adjustments to the base salary each January 1st in
proportion to any increase in the Consumer Price Index-U.S. City Average over
the prior year. The agreement also provides for payment to Mr. Bermeister of a
bonus of 3% of the Company's EBITDA. Mr. Bermeister received an option to
purchase an aggregate of 250,000 shares of Common Stock of the Company, 100,000
of the shares underlying the option will vest on January 1, 2002, and 12,500 of
the shares underlying the option will vest at the end of each month thereafter
until fully vested. In the event of a change in control of the Company, Mr.
Bermeister's previously granted options and options granted under the agreement
shall immediately accelerate and vest entirely. Mr. Bermeister's employment is
terminable by the Company at will upon 120 days prior written notice. Mr.
Bermeister may terminate his employment with the Company at will upon 120 days
prior written notice. In the event the Company terminates Mr. Bermeister's
employment without cause, Mr. Bermeister terminates his employment for good
reason, or Mr. Bermeister's employment is terminated as a result of death or
disability, Mr. Bermeister is entitled to a severance of a lump-sum amount equal
to the greater of (1) the sum of 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 remaining until January 1, 2003. In addition, all options
granted to Mr. Bermeister shall become fully vested and all restrictions
regarding restricted stock shall be removed upon termination.

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Effective December 18, 2000, the Company entered into a two year employment
agreement with Robert Chmiel pursuant to which Mr. Chmiel serves as the Chief
Operating Officer and Chief Financial Officer of the Company. The agreement
provides for payment to Mr. Chmiel of an initial base salary of $220,000 per
year. Mr. Chmiel's base salary may be increased at the discretion of the
management of the Company at such times as the management reviews Mr. Chmiel's
performance. The agreement also provides for payment to Mr. Chmiel of a
discretionary bonus based upon the attainment of certain levels of achievement
regarding the revenue growth of the Company. Mr. Chmiel received options to
purchase an aggregate of 100,000 shares of Common Stock of the Company, which
vest in four equal annual installments every January 1st. In the event of a
change in control of the Company, Mr. Chmiel's previously granted options and
options granted under the agreement shall immediately accelerate and vest
entirely. Mr. Chmiel's employment is terminable by the Company at will. After
Mr. Chmiel has been employed with the Company for 180 days, and in the event the
Company wishes to terminate Mr. Chmiel's employment, the Company shall provide
Mr. Chmiel with 180 days written notice of termination. After Mr. Chmiel has
been employed by the Company for 180 days, and in the event the Company
terminates Mr. Chmiel's employment without cause, Mr. Chmiel is entitled to a
severance of 180 days.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information as of December 31, 2001
regarding securities authorized for issuance under the Company's equity
compensation plans.

[Enlarge/Download Table]

NUMBER OF
SECURITIES TO BE
ISSUED UPON
EXERCISE OF WEIGHTED-AVERAGE NUMBER OF SECURITIES
OUTSTANDING EXERCISE PRICE OF REMAINING AVAILABLE OR
OPTIONS, WARRANTS OUTSTANDING OPTIONS, FUTURE ISSUANCE UNDER
AND RIGHTS WARRANTS AND RIGHTS EQUITY COMPENSATIN PLAN
----------------- -------------------- -----------------------

Equity compensation
plans approved by
security holders........ 2,969,000 $1.84 495,375
Equity compensation
plans not approved by
security holders........ - 0 - N/A N/A

Total................... 2,969,000 $1.84 495,375

The Company has adopted the 1996 Plan, which is discussed in this Proxy
Statement. The purpose of the 1996 Plan is to attract, retain and motivate
certain key employees of the Company and its subsidiaries by giving them
incentives, which are linked directly to increases in the value of the Common
Stock of the Company. Each director, officer, employee or consultant of the
Company, or any of its subsidiaries, is eligible to be considered for the grant
of awards under the 1996 Plan.

REPORT OF AUDIT COMMITTEE

The Audit Committee of the Board of Directors, the majority of which consists of
independent directors (as that term is defined in Section 121(A) of the American
Stock Exchange's listing standards), has furnished the following report:

The Audit Committee assists the Board of Directors in overseeing and monitoring
the integrity of the Company's financial reporting process, its compliance with
legal and regulatory requirements and the quality of its internal and external
audit processes. The role and responsibilities of the Audit Committee are set
forth in a written Charter adopted by the Board of Directors. The Audit
Committee reviews and reassesses the Charter annually and recommends any changes
to the Board of Directors for approval.

The Audit Committee is responsible for overseeing the Company's overall
financial reporting process. In fulfilling its responsibilities for the
financial statements for fiscal year 2001, the Audit Committee:

- Reviewed and discussed the audited financial statements for the year
ended December 31, 2001 with management and BDO Seidman, LLP (the
"Auditors"), the Company's independent auditors;

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- Discussed with the Auditors the matters required to be discussed by
Statement on Auditing Standards No. 61 relating to the conduct of the
audit; and

- Received written disclosures and the letter from the Auditors
regarding its independence as required by Independence Standards Board
Standard No. 1. The Audit Committee discussed with the Auditors their
independence.

The Audit Committee also considered other areas of oversight relating to the
financial reporting and audit process that the committee determined appropriate.

AUDIT FEES

The aggregate fees billed by the Auditors for professional services rendered for
the audit of the Company's annual financial statements for the fiscal year ended
December 31, 2001, were $51,500.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

No fees were billed by the Auditors for professional services rendered for
information technology services relating to financial information systems design
and implementation for the fiscal year ended December 31, 2001.

ALL OTHER FEES

The aggregate fees billed by the Auditors for services rendered to the Company
other than the services described above under "Audit Fees" and "Financial
Information Systems Design and Implementation Fees," for the fiscal year ended
December 31, 2001, were $3,650.

The Audit Committee has considered whether the provision of non-audit services
is compatible with maintaining the principal accountant's independence.

Based on the Audit Committee's review of the audited financial statements and
discussions with management and the Auditors, the Audit Committee recommended to
the Board of Directors that the audited financial statements be included in the
Corporation's Annual Report on Form 10-KSB for the year ended December 31, 2001
for filing with the SEC.

Audit Committee

Ray Musci
Jeff Scheinrock
Garth Saloner

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CERTAIN TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS

Except as disclosed in this Proxy Statement, neither the nominees for election
as directors of the Company, the directors or senior officers of the Company,
nor any stockholder owning more than five percent of the issued shares of the
Company, nor any of their respective associates or affiliates, had any material
interest, direct or indirect, in any material transaction to which the Company
was a party during fiscal 2001, or which is presently proposed.

See "Employment Contracts" for a summary of employment agreements with certain
of our executive officers.

Certain of the Company's directors and officers, including Mark Dyne and Kevin
Bermeister, are also directors or officers of potential competitors and/or
strategic partners of the Company. These relationships may give rise to
conflicts of interest between the Company, on the one hand, and one or more of
the directors, officers, and/or their affiliates, on the other hand. The
Company's Certificate of Incorporation provides that Mark Dyne and Kevin
Bermeister are required to present to the Company any corporate opportunities
for the development of any type of interactive digital entertainment with the
exception of opportunities for participation in the development by others of
interactive digital entertainment where publishing and/or distribution rights
for the product to be developed are offered to Messrs. Dyne and/or Bermeister
solely for Australia, New Zealand and/or Southern Africa.

In May 2001, the Company sold to Harris Toibb, Europlay I, LLC (an entity in
which the Company's Chairman has an ownership interest) and Preston Ford, Inc.
secured convertible promissory notes (the "Original Notes") in the aggregate
principal amount of $2,264,150 and three-year warrants (the "Original Warrants")
to purchase up to an aggregate of 2,850,393 shares of Common Stock of the
Company at exercise prices of $0.793 per share (with respect to 2,792,118
shares) and $0.858 per share (with respect to 58,275 shares). The Company sold
these securities for an aggregate purchase price of $2,264,150. The Original
Notes have a term of eighteen months from the date of issuance and an interest
rate of 10% per annum, payable at maturity. The principal amount of the Original
Notes and, at the option of the holder, all accrued interest, may be converted
by the holder into shares of Common Stock of the Company at a conversion price
of $0.706 per share. The Original Notes are secured by all of the assets of the
Company and the assets of the Company's subsidiaries, B3D, Inc. and Brilliant
Studios, Inc., and guaranteed by B3D, Inc. and Brilliant Studios, Inc. The
Original Notes and the Original Warrants were amended in our recent financing
transaction, as described below.

In July 2001, the Company issued to each of Russell Simmons and Stan Latham
200,000 shares of Common Stock of the Company in exchange for a 25% ownership
interest in Digital Hip Hop, LLC, which transaction was valued at $264,000. Mr.
Simmons is currently a member of the Board of Directors, but was not a Director
at the time of the transaction.

On December 19, 2001, the Company entered into a financing transaction that was
structured similarly to the financing the Company conducted in May 2001 and
involved one of the same investors. In the December financing transaction, the
Company sold to Harris Toibb and Capel Capital Ltd. secured convertible
promissory notes (the "New Notes") in the aggregate principal amount of $750,000
(the "Principal Amount") and warrants (the "New Warrants") to purchase up to
that number of shares of Common Stock of the Company obtained by dividing 200%
of the Principal Amount by the lesser of (i) $0.20, or (ii) the volume weighted
average price of a share of our Common Stock on the American Stock Exchange, or
any exchange on which the Common Stock is then traded, over any five (5)
consecutive trading days commencing on December 14, 2001 and terminating at 5:00
p.m. (Pacific Standard Time) on November 10, 2002 (items (i) and (ii)
collectively, the "Conversion Price"). The New Warrants are exercisable at a
price per share equal to 1.125 times the Conversion Price. The New Notes mature
simultaneous with the Original Notes on November 10, 2002 and bear interest at
the rate of 10% per annum. The principal amount of the New Notes and, at the
option of the holder, all accrued interest, may be converted by the holder into
shares of Common Stock of the Company at the Conversion Price. As with the May
2001 financing, the New Notes are secured by all of the assets of the Company
and the assets of the Company's two subsidiaries, B3D, Inc. and Brilliant
Studios, Inc., and guaranteed by B3D, Inc. and Brilliant Studios, Inc.

As a condition to the December 2001 financing transaction, the Original Notes
and the Original Warrants were amended to correspond to all the terms of the New
Notes and New Warrants. As a consequence, Harris Toibb, Europlay 1, LLC and
Preston Ford, Inc. are able to convert the aggregate purchase price of the
Original Notes and all accrued interest into shares of Common Stock of the
Company at the much lower Conversion Price for the New Notes. In addition, these
original investors are able to exercise the Original Warrants at a price per
share equal to 1.125 times the much lower Conversion Price from the December
2001 financing.

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In support of the December 2001 financing transaction, the Company's Board of
Directors sought and received an opinion from a reputable financial advisory
firm that the financing transaction is fair to the Company and its stockholders
from a financial point of view.

On March 7, 2002, the Company entered into a Common Stock and Warrant Purchase
Agreement among the Company, Harris Toibb, a current investor, and MarKev
Services, LLC, an entity co-owned by our Chairman and our Chief Executive
Officer and President (collectively, the "Purchasers"), whereby the Company sold
(i) 5,673,222 shares of its Common Stock at $0.1322 per share (the "Purchase
Price"), a price per share of Common Stock of the Company based on the volume
weighted average price of a share of the Common Stock of the Company on the
American Stock Exchange over the five (5) consecutive trading days immediately
preceding March 7, 2002, for an aggregate investment amount of $750,000, and
(ii) warrants (the "Warrants") to purchase in the aggregate up to 10,085,728
shares of Common Stock of the Company at an exercise price per share of
$0.148725, which represents a price paid per share equal to 1.125 times the
Purchase Price. Each of the Purchasers received "piggyback" registration rights
with respect to the Common Stock they purchased and with respect to the Common
Stock issuable upon exercise of the Warrants.

In support of the March 2002 financing transaction, the Company's Board of
Directors sought and received an opinion from a reputable financial advisory
firm that the financing transaction is fair to the Company and its stockholders
from a financial point of view.

The March 2002 financing transaction, was unanimously approved by an independent
committee of the Board, as well as by the Board of Directors, with only the
Chairman and Chief Executive Officer and President, who are also Directors,
abstaining because of their interest in the transaction. The Board approved the
sale of up to $1,250,000 worth of Common Stock.

On March 20, 2002, the Company entered into a Common Stock and Warrant Purchase
Agreement between the Company and David Wilson, a current investor who controls
Preston Ford, Inc. and participated in the May 2001 financing, whereby the
Company sold (i) 378,215 shares of Common Stock of the Company at $0.1322 per
share (the "Purchase Price"), a price per share of Common Stock of the Company
based on the volume weighted average price of a share of Common Stock of the
Company on the American Stock Exchange over the five (5) consecutive trading
days immediately preceding March 7, 2002, for an aggregate investment amount of
$50,000, and (ii) warrants (the "Wilson Warrants") to purchase in the aggregate
up to 672,382 shares of Common Stock of the Company at an exercise price per
share of $0.148725, which represents a price paid per share equal to 1.125 times
the Purchase Price. Mr. Wilson received "piggyback" registration rights with
respect to the Common Stock he purchased and with respect to the Common Stock
issuable upon exercise of the Wilson Warrants.

The Board of Directors believes, based on its reasonable judgment, but without
further investigation, that the terms of each of the foregoing transactions or
arrangements between the Company on the one hand and the affiliates, officers,
directors or stockholders of the Company which were parties to such transactions
on the other hand, were, on an overall basis, at least as favorable to the
Company as could then have been obtained from unrelated parties.

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PRINCIPAL STOCKHOLDERS

The following table sets forth as of April 15, 2002, unless otherwise indicated,
certain information relating to the ownership of our Common Stock by (i) each
person known by the Company to be the beneficial owner of more than five percent
of the outstanding shares of our Common Stock (23,106,142 shares), (ii) each of
the Company's directors, (iii) each of the Named Executive Officers, and (iv)
all of the Company's executive officers and directors as a group. Except as may
be indicated in the footnotes to the table and subject to applicable community
property laws, each such person has the sole voting and investment power with
respect to the shares owned. The address of each person listed is in care of the
Company, 6355 Topanga Canyon Boulevard, Suite 120, Woodland Hills, California
91367, unless otherwise set forth below such person's name.

[Download Table]

NUMBER OF SHARES
OF COMMON STOCK
BENEFICIALLY PERCENT
NAME AND ADDRESS OWNED (1) (1)
---------------- ----------------- -------

DIRECTORS:
Mark Dyne.......................................... 19,849,539 (2) 51.9
Kevin Bermeister................................... 11,272,905 (3) 38.0
Russell Simmons.................................... 225,000 (4) *
Mark Miller........................................ 128,750 (5) *
Ray Musci.......................................... 77,500 (6) *
Garth Saloner...................................... 77,500 (6) *
Jeff Scheinrock.................................... 65,000 (7) *
Abe Sher........................................... 0 *

NON-DIRECTOR NAMED EXECUTIVE OFFICERS:
Anthony Neumann.................................... 131,200 (8) *
Anthony Rose....................................... 121,250 (9) *
Rob Chmiel......................................... 75,000 (10) *

5% HOLDERS:
Harris Toibb....................................... 64,621,307 (11) 77.0
6355 Topanga Canyon Blvd.,
Woodland Hills, California 91367
Capel Capital Ltd.................................. 9,344,242 (12) 28.8
David Wilson....................................... 3,178,417 (13) 12.6
P.O. Box 98, Preston,
Maryland 21655
e-New Media........................................ 1,796,667 7.8
27/F Sunshine Plaza,
353 Lockhart Road,
Wanchai, Hong Kong
Reefknot Limited................................... 1,200,118 (14) 5.2
One Stokes Plaza,
St. Stephens Green, Dublin 2,
Republic of Ireland
Directors and officers as a group (11 persons)..... 32,019,944 (15) 79.4
<FN>

* Less than one percent.

(1) Under Rule 13d-3, certain shares may be deemed to be beneficially owned by
more than one person (if, for example, persons share the power to vote or
the power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of Common Stock actually outstanding at
April 15, 2002.

(2) Includes (i) 1,780,133 shares, 144,512 shares and 3,164,681 shares of
Common Stock reserved for issuance upon the conversion of the principal
amount of a secured convertible promissory note, conversion of the interest
accumulated on the principal amount of a secured promissory note and the
exercise of warrants, respectively, held by Europlay 1, LLC, over which Mr.
Dyne has exclusive voting and investment power, (ii) 900,000 shares of
Common Stock held by a general partnership the managing partner of which is
an entity of which Messrs. Bermeister and Dyne are general partners, (iii)
3,241,624 shares of Common Stock held by a general partnership,

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of which Messrs. Bermeister and Dyne are general partners, (iv) 5,042,864
shares of Common Stock reserved for issuance upon the exercise of warrants
held by a general partnership, of which Messrs. Bermeister and Dyne are
general partners, (v) 4,770,976 shares of Common Stock reserved for
issuance upon the conversion of the principal amount of a convertible
promissory note and (vi) 222,500 shares of Common Stock reserved for
issuance upon exercise of stock options which currently are exercisable or
will become exercisable on or before April 15, 2002.

(3) Includes (i) 3,241,624 shares of Common Stock held by a general
partnership, of which Messrs. Bermeister and Dyne are general partners,
(ii) 5,042,864 shares of Common Stock reserved for issuance upon the
exercise of warrants held by a general partnership, of which Messrs.
Bermeister and Dyne are general partners, (iii) 900,000 shares of Common
Stock held by a general partnership the managing partner of which is an
entity of which Messrs. Bermeister and Dyne are general partners, (iv)
1,270,566 shares of Common Stock reserved for issuance upon the conversion
of the principal amount of a convertible promissory note and (v) 235,000
shares of Common Stock reserved for issuance upon exercise of stock
options, which currently are exercisable or will become exercisable on or
before April 15, 2002.

(4) Includes 25,000 shares of Common Stock reserved for issuance upon exercise
of stock options, which currently are exercisable or will become
exercisable on or before April 15, 2002.

(5) Consists of (i) 70,000 shares of Common Stock held by the Mark Miller
Family Trust, of which Pacific Interactive Pty. Limited is trustee, and
(ii) 58,750 shares of Common Stock reserved for issuance upon exercise of
stock options, which currently are exercisable or will become exercisable
on or before April 15, 2002. Mark Miller and his wife are the sole
stockholders of Pacific Interactive Pty. Limited.

(6) Consists of 77,500 shares of Common Stock reserved for issuance upon
exercise of stock options, which currently are exercisable or will become
exercisable on or before April 15, 2002.

(7) Consists of 65,000 shares of Common Stock reserved for issuance upon
exercise of stock options, which currently are exercisable or will become
exercisable on or before April 15, 2002.

(8) Consists of (i) 25,000 shares of Common Stock held by Neumann Family Trust,
and (ii) 101,200 shares of Common Stock reserved for issuance upon exercise
of stock options, which currently are exercisable or will become
exercisable on or before April 15, 2002.

(9) Consists of (i) 20,000 shares of Common Stock held by HiTech Corporation
Limited over which Mr. Rose has exclusive voting and investment power, and
(ii) 101,250 shares of Common Stock reserved for issuance upon exercise of
stock options, which currently are exercisable or will become exercisable
on or before April 15, 2002.

(10) Consists of 75,000 shares of Common Stock reserved for issuance upon
exercise of stock options, which currently are exercisable or will become
exercisable on or before April 15, 2002.

(11) Includes (i) 19,534,497 shares of Common Stock reserved for issuance upon
the conversion of the principal amount of secured convertible promissory
notes, (ii) 1,449,501 shares of Common Stock reserved for issuance upon
conversion of the interest accumulated on the principal amount of secured
convertible promissory notes and (iii) 39,770,858 shares of Common Stock
reserved for issuance upon the exercise of warrants.

(12) Consists of (i) 3,325,021 shares of Common Stock reserved for issuance upon
the conversion of the principal amount of secured convertible promissory
notes, (ii) 108,063 shares of Common Stock reserved for issuance upon
conversion of the interest accumulated on the principal amount of secured
convertible promissory notes and (iii) 5,911,148 shares of Common Stock
reserved for issuance upon the exercise of warrants.

(13) Includes (i) 415,628 shares, 33,874 shares and 738,894 shares of Common
Stock reserved for issuance upon the conversion of the principal amount of
a secured convertible promissory note, conversion of the interest
accumulated on the principal amount of a secured promissory note and the
exercise of warrants, respectively, held by Preston Ford Inc. over which
Mr. Wilson has exclusive voting and investment power, (ii) 106,875 shares
of Common Stock held by Millsboro Auto Mart, Inc. over which Mr. Wilson has
exclusive voting and investment power, (iii) 189,999 shares of Common Stock
reserved for issuance upon the exercise of warrants held by Millsboro Auto
Mart, Inc. over which Mr. Wilson has exclusive voting and investment power,
(iv) 60,000 shares of

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Common Stock reserved for issuance upon the exercise of warrants held by
eBanner Solutions, LLC over which Mr. Wilson has exclusive voting and
investment power and (v) 672,382 shares of Common Stock reserved for
issuance upon the exercise of warrants.

(14) The Company believes that Nicholas Landor, a director of Reefknot Limited,
has the authority to vote and dispose of the shares of Common Stock held by
Reefknot Limited.

(15) Includes (i) 1,035,000 shares of Common Stock reserved for issuance upon
exercise of stock options, which currently are exercisable or will become
exercisable on or before April 15, 2002, (ii) 1,780,133 shares, 144,512
shares and 3,164,681 shares of Common Stock reserved for issuance upon the
conversion of the principal amount of a secured convertible promissory
note, conversion of the interest accumulated on the principal amount of a
secured promissory note and the exercise of warrants, respectively, (iii)
5,042,864 shares of Common Stock reserved for issuance upon the exercise of
warrants held by a general partnership, of which Messrs. Bermeister and
Dyne are general partners, and (iv) 6,041,542 shares of Common Stock
reserved for issuance upon the conversion of the principal amount of a
convertible promissory note.
</FN>

The information as to shares beneficially owned has been individually furnished
by the respective directors, Named Executive Officers, and other stockholders of
the Company, or taken from documents filed with the SEC.

CHANGES IN CONTROL

As described under the caption "Certain Transactions with Directors and
Executive Officers" elsewhere in this Proxy Statement, we entered into a series
of financing transaction in 2001 with Harris Toibb. The issuance of the
additional shares of Common Stock pursuant to the terms of the 2001 financing
transactions, if so issued, could result in a change in control of the Company.
As of April 15, 2002, upon conversion and exercise of his notes and warrants,
Mr. Toibb would own approximately 77% of our issued and outstanding common
stock, assuming Conversion Prices of $0.1203 for the notes and $0.1353 for the
warrants. As a consequence, following the conversion and exercise by him of the
promissory notes and warrants, Mr. Toibb would own a majority of our voting
securities and would be able to approve any matter presented to the stockholders
for approval at a meeting, including the ability to elect all of the nominees
for director presented to the stockholders for election at each annual meeting.
The Board of Directors of the Company is divided into three classes, with each
class to serve a staggered term of three years. One class of the Board of
Directors is elected at each annual meeting of the stockholders. Accordingly,
upon Mr. Toibb's conversion and exercise of his promissory notes and warrants,
he would have the ability, within two annual meetings of stockholders, to elect
a majority of the Company's Board of Directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors, and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the SEC. Executive officers, directors and
greater-than-ten percent stockholders are required by SEC regulations to furnish
the Company with all Section 16(a) forms they file. Based solely on its review
of the copies of the forms received by it and written representations from
certain reporting persons that they have complied with the relevant filing
requirements, the Company believes that, during the year ended December 31,
2001, all of the Company's executive officers, directors and greater-than-ten
percent stockholders complied with all Section 16(a) filing requirements.

STOCKHOLDER PROPOSALS

Any stockholder who intends to present a proposal at the 2003 Annual Meeting of
Stockholders for inclusion in the Company's Proxy Statement and Proxy form
relating to such Annual Meeting must submit such proposal to the Company at its
principal executive offices by January 31, 2003. In addition, in the event a
stockholder proposal is not received by the Company by January 31, 2003, the
Proxy to be solicited by the Board of Directors for the 2003 Annual Meeting will
confer discretionary authority on the holders of the Proxy to vote the shares if
the proposal is presented at the 2003 Annual Meeting without any discussion of
the proposal in the Proxy Statement for such meeting.

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SEC rules and regulations provide that if the date of the Company's 2003 Annual
Meeting is advanced or delayed more than 30 days from the date of the 2002
Annual Meeting, stockholder proposals intended to be included in the proxy
materials for the 2003 Annual Meeting must be received by the Company within a
reasonable time before the Company begins to print and mail the proxy materials
for the 2003 Annual Meeting. Upon determination by the Company that the date of
the 2003 Annual Meeting will be advanced or delayed by more than 30 days from
the date of the 2002 Annual Meeting, the Company will disclose such change in
the earliest possible Quarterly Report on Form 10-Q.

INDEPENDENT PUBLIC ACCOUNTANTS

BDO Seidman, LLP, independent public accountants, were selected by the Board of
Directors to serve as independent public accountants of the Company for fiscal
2001 and have been selected by the Board of Directors to serve as independent
public accountants for fiscal 2002. Representatives of BDO Seidman, LLP are
expected to be present at the Annual Meeting, and will be afforded the
opportunity to make a statement if they desire to do so, and will be available
to respond to appropriate questions from stockholders.

SOLICITATION OF PROXIES

It is expected that the solicitation of Proxies will be by mail. The cost of
solicitation by management will be borne by the Company. The Company will
reimburse brokerage firms and other persons representing beneficial owners of
shares for their reasonable disbursements in forwarding solicitation material to
such beneficial owners. Proxies may also be solicited by certain of our
directors and officers, without additional compensation, personally or by mail,
telephone, telegram or otherwise.

ANNUAL REPORT ON FORM 10-KSB

THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, WHICH HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 2001, WILL BE
MADE AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO INVESTOR
RELATIONS, BRILLIANT DIGITAL ENTERTAINMENT, INC., 6355 TOPANGA CANYON BOULEVARD,
SUITE 120, WOODLAND HILLS, CALIFORNIA 91367.

ON BEHALF OF THE BOARD OF DIRECTORS

/S/ ROBERT CHMIEL
-----------------------------------
Robert Chmiel
CHIEF OPERATING OFFICER AND
CHIEF FINANCIAL OFFICER

Woodland Hills, California
May 20, 2002

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APPENDIX "A"

BRILLIANT DIGITAL ENTERTAINMENT, INC.
1996 STOCK OPTION PLAN

DEFR14A 28th Page of 35 TOC 1st Previous Next ↓Bottom Just 28th
BRILLIANT DIGITAL ENTERTAINMENT, INC.

THIRD AMENDED AND RESTATED
1996 STOCK OPTION PLAN

1. PURPOSE OF THE PLAN.

The purpose of this Third Amended and Restated 1996 Stock Option Plan (the
"Plan") is to provide incentives and rewards to selected eligible directors,
officers, employees and consultants of Brilliant Digital Entertainment, Inc.
(the "Company") or its subsidiaries in order to assist the Company and its
subsidiaries in attracting, retaining and motivating those persons by providing
for or increasing the proprietary interests of those persons in the Company, and
by associating their interests in the Company with those of the Company's
shareholders.

2. ADMINISTRATION OF THE PLAN.

The Plan shall be administered by the Board of Directors of the Company
(the "Board"), or a committee of the Board (the "Committee") consisting of two
or more directors, at least two of whom shall be both a "Non-Employee
Directors", as that term is defined in Rule 16b-3(b) of the Rules and
Regulations (the "Rules") of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, and an "outside director" for
purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code") and the regulations of the Internal Revenue Service adopted thereunder,
as such Rules and such Section and regulations may from time to time be amended
or interpreted. Members of the Committee, if any, shall serve at the pleasure of
the Board. If administration is delegated to the Committee, the Committee shall
have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board (and references in this Plan to the Board shall
thereafter be to the Committee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan as may be adopted from time to time
by the Board.

The Board shall have all the powers vested in it by the terms of the Plan,
including exclusive authority (i) to select from among eligible directors,
officers, employees and consultants, those persons to be granted "Awards" (as
defined below) under the Plan; (ii) to determine the type, size and terms of
individual Awards (which need not be identical) to be made to each person
selected; (iii) to determine the time when Awards will be granted and to
establish objectives and conditions (including, without limitation, vesting and
performance conditions), if any, for earning Awards; (iv) to amend the terms or
conditions of any outstanding Award, subject to applicable legal restrictions
and to the consent of the other party to such Award; (v) to determine the
duration and purpose of leaves of absences which may be granted to holders of
Awards without constituting termination of their employment for purposes of
their Awards; (vi) to authorize any person to execute, on behalf of the Company,
any instrument required to carry out the purposes of the Plan; and (vii) to make
any and all other determinations which it determines to be necessary or
advisable in the administration of the Plan. The Board shall have full power and
authority to administer and interpret the Plan and to adopt, amend and revoke
such rules, regulations, agreements, guidelines and instruments for the
administration of the Plan and for the conduct of its business as the Board
deems necessary or advisable. The Board's interpretation of the Plan, and all
actions taken and determinations made by the Board pursuant to the powers vested
in it hereunder, shall be conclusive and binding on all parties concerned,
including the Company, its shareholders, any participants in the Plan and any
other employee of the Company or any of its subsidiaries.

3. PERSONS ELIGIBLE UNDER THE PLAN.

Any person who is a director, officer, employee or consultant of the
Company, or any of its subsidiaries (a "Participant"), shall be eligible to be
considered for the grant of Awards under the Plan.

4. AWARDS.

(a) COMMON STOCK AND DERIVATIVE SECURITY AWARDS. Awards authorized under
the Plan shall consist of any type of arrangement with a Participant that is not
inconsistent with the provisions of the Plan and that, by its terms, involves or
might involve or be made with reference to the issuance of (i) shares of the
Common Stock, $.001 par value per share, of the Company (the "Common Stock") or
(ii) a "derivative security" (as that term is defined in Rule 16a-1(c) of the
Rules, as the same may be amended from time to time) with an exercise or
conversion price related to the Common Stock or with a value derived from the
value of the Common Stock.

DEFR14A 29th Page of 35 TOC 1st Previous Next ↓Bottom Just 29th
(b) TYPES OF AWARDS. Awards are not restricted to any specified form or
structure and may include, but need not be limited to, sales, bonuses and other
transfers of stock, restricted stock, stock options, reload stock options, stock
purchase warrants, other rights to acquire stock or securities convertible into
or redeemable for stock, stock appreciation rights, phantom stock, dividend
equivalents, performance units or performance shares, or any other type of Award
which the Board shall determine is consistent with the objectives and
limitations of the Plan. An Award may consist of one such security or benefit,
or two or more of them in tandem or in the alternative.

(c) CONSIDERATION. Common Stock may be issued pursuant to an Award for any
lawful consideration as determined by the Board, including, without limitation,
a cash payment, services rendered, or the cancellation of indebtedness.

(d) GUIDELINES. The Board may adopt, amend or revoke from time to time
written policies implementing the Plan. Such policies may include, but need not
be limited to, the type, size and term of Awards to be made to participants and
the conditions for payment of such Awards.

(e) TERMS AND CONDITIONS. Subject to the provisions of the Plan, the Board,
in its sole and absolute discretion, shall determine all of the terms and
conditions of each Award granted pursuant to the Plan, which terms and
conditions may include, among other things:

(i) any provision necessary for such Award to qualify as an incentive
stock option under Section 422 of the Code (an "Incentive Stock Option");

(ii) a provision permitting the recipient of such Award to pay the
purchase price of the Common Stock or other property issuable pursuant to
such Award, or to pay such recipient's tax withholding obligation with
respect to such issuance, in whole or in part, by delivering previously
owned shares of capital stock of the Company (including "pyramiding") or
other property, or by reducing the number of shares of Common Stock or the
amount of other property otherwise issuable pursuant to such Award; or

(iii) a provision conditioning or accelerating the receipt of benefits
pursuant to the Award, or terminating the Award, either automatically or in
the discretion of the Board, upon the occurrence of specified events,
including, without limitation, a change of control of the Company, an
acquisition of a specified percentage of the voting power of the Company,
the dissolution or liquidation of the Company, a sale of substantially all
of the property and assets of the Company or an event of the type described
in Section 7 of the Plan.

(f) SUSPENSION OR TERMINATION OF AWARDS. If the Company believes that a
Participant has committed an act of misconduct as described below, the Company
may suspend the Participant's rights under any then outstanding Award pending a
determination by the Board. If the Board determines that a Participant has
committed an act of embezzlement, fraud, nonpayment of any obligation owed to
the Company or any subsidiary, breach of fiduciary duty or deliberate disregard
of the Company's rules resulting in loss, damage or injury to the Company, or if
a Participant makes an unauthorized disclosure of trade secret or confidential
information of the Company, engages in any conduct constituting unfair
competition, or induces any customer of the Company to breach a contract with
the Company, neither the Participant nor his or her estate shall be entitled to
exercise any rights whatsoever with respect to such Award. In making such
determination, the Board shall act fairly and shall give the Participant a
reasonable opportunity to appear and present evidence on his or her behalf to
the Board.

(g) MAXIMUM GRANT OF AWARDS TO ANY PARTICIPANT. During any fiscal year, no
Participant shall receive Awards under the Plan representing more than fifty
percent (50%) of the total number of shares of Common Stock reserved for
issuance under the Plan pursuant to Section 5.

5. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

The aggregate number of shares of Common Stock that may be issued or
issuable pursuant to all Awards under the Plan (including Awards in the form of
Incentive Stock Options and Non-Statutory Options) shall not exceed an aggregate
of 20,000,000 shares of Common Stock, subject to adjustment as provided in
Section 7 of the Plan. Shares of Common Stock subject to the Plan may consist,
in whole or in part, of authorized and unissued shares or treasury shares. Any
shares of Common Stock subject to an Award which for any reason expires or is
terminated unexercised as to such shares shall again be available for issuance
under the Plan. For purposes of this Section 5, the aggregate number

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of shares of Common Stock that may be issued at any time pursuant to Awards
granted under the Plan shall be reduced by: the number of shares of Common Stock
previously issued pursuant to Awards granted under the Plan, other than shares
of Common Stock subsequently reacquired by the Company pursuant to the terms and
conditions of such Awards and with respect to which the holder thereof received
no benefits of ownership, such as dividends; and the number of shares of Common
Stock which were otherwise issuable pursuant to Awards granted under this Plan
but which were withheld by the Company as payment of the purchase price of the
Common Stock issued pursuant to such Awards or as payment of the recipient's tax
withholding obligation with respect to such issuance.

6. PAYMENT OF AWARDS.

The Board shall determine the extent to which Awards shall be payable in
cash, shares of Common Stock or any combination thereof. The Board may, upon
request of a Participant, determine that all or a portion of a payment to that
Participant under the Plan, whether it is to be made in cash, shares of Common
Stock or a combination thereof, shall be deferred. Deferrals shall be for such
periods and upon such terms as the Board may determine in its sole discretion.

7. DILUTION AND OTHER ADJUSTMENT.

In the event of any change in the outstanding shares of the Common Stock or
other securities then subject to the Plan by reason of any stock split, reverse
stock split, stock dividend, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate change, or if the
outstanding securities of the class then subject to the Plan are exchanged for
or converted into cash, property or a different kind of securities, or if cash,
property or securities are distributed in respect of such outstanding securities
(other than a regular cash dividend), then, unless the terms of such transaction
shall provide otherwise, such equitable adjustments shall be made in the Plan
and the Awards thereunder (including, without limitation, appropriate and
proportionate adjustments as the Board determines are necessary or appropriate,
in (i) the number and type of shares or other securities or cash or other
property that may be acquired pursuant to Incentive Stock Options and other
Awards theretofore granted under the Plan, (ii) the maximum number and type of
shares or other securities that may be issued pursuant to Incentive Stock
Options and other Awards thereafter granted under the Plan; and (iii) the
maximum number of securities with respect to which Awards may thereafter be
granted under the Plan. Such adjustments shall be conclusive and binding for all
purposes of the Plan.

8. MISCELLANEOUS PROVISIONS.

(a) DEFINITIONS. As used herein, "subsidiary" means any current or future
corporation which would be a "subsidiary corporation," as that term is defined
in Section 425 of the Code, of the Company; and the term "or" means "And/or."

(b) CONDITIONS ON ISSUANCE. Securities shall not be issued pursuant to
Awards unless the grant and issuance thereof shall comply with all relevant
provisions of law and the requirements of any securities exchange or quotation
system upon which any securities of the Company are listed, and shall be further
subject to approval of counsel for the Company with respect to such compliance.
Inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is determined by Company counsel to be necessary
to the lawful issuance and sale of any security or Award, shall relieve the
Company of any liability in respect of the nonissuance or sale of such
securities as to which requisite authority shall not have been obtained.

(c) RIGHTS AS SHAREHOLDER. A participant under the Plan shall have no
rights as a holder of Common Stock with respect to Awards hereunder, unless and
until certificates for shares of such stock are issued to the participant.

(d) ASSIGNMENT OR TRANSFER. Subject to the discretion of the Board, and
except with respect to Incentive Stock Options which are not transferable except
by will or the laws of descent and distribution, Awards under the Plan or any
rights or interests therein shall be assignable or transferable.

(e) AGREEMENTS. All Awards granted under the Plan shall be evidenced by
written agreements in such form and containing such terms and conditions (not
inconsistent with the Plan) as the Board shall from time to time adopt.

(f) WITHHOLDING TAXES. The Company shall have the right to deduct from all
Awards hereunder paid in cash any federal, state, local or foreign taxes
required by law to be withheld with respect

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to such awards and, with respect to awards paid in stock, to require the payment
(through withholding from the participant's salary or otherwise) of any such
taxes. The obligation of the Company to make delivery of Awards in cash or
Common Stock shall be subject to the restrictions imposed by any and all
governmental authorities.

(g) NO RIGHTS TO AWARD. No Participant or other person shall have any right
to be granted an Award under the Plan. Neither the Plan nor any action taken
hereunder shall be construed as giving any Participant any right to be retained
in the employ of the Company or any of its subsidiaries or shall interfere with
or restrict in any way the rights of the Company or any of its subsidiaries,
which are hereby reserved, to discharge a Participant at any time for any reason
whatsoever, with or without good cause.

(h) COSTS AND EXPENSES. The costs and expenses of administering the Plan
shall be borne by the Company and not charged to any Award nor to any
Participant receiving an Award.

(i) FUNDING OF PLAN. The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Award under the Plan.

9. AMENDMENTS AND TERMINATION.

(a) AMENDMENTS. The Board may at any time terminate or from time to time
amend the Plan in whole or in part, but no such action shall adversely affect
any rights or obligations with respect to any Awards theretofore made under the
Plan. However, with the consent of the Participant affected, the Board may amend
outstanding agreements evidencing Awards under the Plan in a manner not
inconsistent with the terms of the Plan.

(b) SHAREHOLDER APPROVAL. To the extent that Section 422 of the Code, other
applicable law, or the rules, regulations, procedures or listing agreement of
any national securities exchange or quotation system, requires that any
amendment of the Plan be approved by the shareholders of the Company, no such
amendment shall be effective unless and until it is approved by the shareholders
in such a manner and to such a degree as is required.

(c) TERMINATION. Unless the Plan shall theretofore have been terminated as
above provided, the Plan (but not the awards theretofore granted under the Plan)
shall terminate on and no awards shall be granted after September 13, 2006.

10. EFFECTIVE DATE.

The Plan is effective on September 13, 1996, the date on which it was
originally adopted by the Board of Directors of the Company and the holders of
the majority of the Common Stock of the Company. The Third Amended and Restated
Plan is effective as of ___________.

11. GOVERNING LAW.

The corporate law of Delaware shall govern issues related to the validity
and issuance of Common Stock. Otherwise, the Plan and any agreements entered
into thereunder shall be construed and governed by the laws of the State of
Delaware applicable to contracts made within, and to be performed wholly within,
such state.

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APPENDIX "B"

CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF BRILLIANT
DIGITAL ENTERTAINMENT, INC.

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CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BRILLIANT DIGITAL ENTERTAINMENT, INC.

The undersigned, Kevin Bermeister, the President and Chief Executive
Officer, of Brilliant Digital Entertainment, Inc. (the "Corporation"), a
corporation organized and existing by virtue of the General Corporation Law (the
"GCL") of the State of Delaware, does hereby certify pursuant to Section 103 of
the GCL as to the following:

1. The name of the Corporation is Brilliant Digital Entertainment, Inc. The
original Certificate of Incorporation was filed with the Secretary of State
of the State of Delaware on July 31, 1996.

2. The Board of Directors of the Corporation, pursuant to Section 242 of the
GCL, adopted the following resolution:

RESOLVED, that the first paragraph of ARTICLE IV, of the Certificate of
Incorporation is amended to read in its entirety as follows:

"This Corporation is authorized to issue two classes of shares, designated,
respectively, "Preferred Stock" and "Common Stock." Each class of stock
shall have a par value of $0.001 per share. The number of shares of
Preferred Stock authorized to be issued is 1,000,000 and the number of
shares of Common Stock authorized to be issued is 250,000,000."

3. Pursuant to resolution of the Board of Directors of the Corporation, an
annual meeting of the stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the GCL at which
meeting the necessary number of shares as required by statute were voted in
favor of the amendment.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Amended and Restated Certificate of Incorporation as of the __th
day of ______________, 2002.

-------------------------------------
Kevin Bermeister
President and Chief Executive Officer

DEFR14A 34th Page of 35 TOC 1st Previous Next ↓Bottom Just 34th
BRILLIANT DIGITAL ENTERTAINMENT, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, a stockholder of BRILLIANT DIGITAL ENTERTAINMENT, INC., a
Delaware corporation (the "Company"), hereby nominates, constitutes and appoints
Mark Dyne and Robert Chmiel, or either one of them, as proxy of the undersigned,
each with full power of substitution, to attend, vote and act for the
undersigned at the Annual Meeting of Stockholders of the Company, to be held on
June 20, 2002, and any postponements or adjournments thereof, and in connection
therewith, to vote and represent all of the shares of the Company which the
undersigned would be entitled to vote with the same effect as if the undersigned
were present, as follows:

A VOTE FOR ALL PROPOSALS IS RECOMMENDED BY THE BOARD OF DIRECTORS:

Proposal 1. To elect the Board of Directors' three nominees as directors:

Mark Dyne Kevin Bermeister Abe Sher

|_| FOR ALL NOMINEES LISTED ABOVE (except as marked to the contrary
below)

|_| WITHHELD for all nominees listed above

(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below:)

---------------------------------------------------------------------------

The undersigned hereby confer(s) upon the proxies, and each of them,
discretionary authority with respect to the election of directors in the
event that any of the above nominees is unable or unwilling to serve.

Proposal 2. To amend the Company's 1996 Stock Option Plan to increase the
number of authorized shares by 16,500,000 shares.

|_| FOR |_| AGAINST |_| ABSTAIN

Proposal 3. To amend the Company's 1996 Stock Option Plan to increase the
number of shares which may be granted to an individual in any
single year.

|_| FOR |_| AGAINST |_| ABSTAIN

Proposal 4. To amend the Company's Amended and Restated Certificate of
Incorporation to increase the aggregate number of shares of
common stock of the Company, par value $0.001, from 150,000,000
to 250,000,000.

|_| FOR |_| AGAINST |_| ABSTAIN

The undersigned hereby revokes any other proxy to vote at the Annual
Meeting, and hereby ratifies and confirms all that said attorneys and proxies,
and each of them, may lawfully do by virtue hereof. With respect to matters not
known at the time of the solicitation hereof, said proxies are authorized to
vote in accordance with their best judgment.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH
ABOVE OR, TO THE EXTENT NO CONTRARY DIRECTION IS INDICATED, WILL BE TREATED AS A
GRANT OF AUTHORITY TO VOTE FOR ALL PROPOSALS. IF ANY OTHER BUSINESS IS PRESENTED
AT THE ANNUAL MEETING, THIS PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE PROXIES.

DEFR14A Last Page of 35 TOC 1st Previous Next ↓Bottom Just 35th
The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting and accompanying Proxy Statement dated May 20, 2002, relating to the
Annual Meeting.

Dated:___________________________, 2002

Signature:_____________________________

Signature:_____________________________
Signature(s) of Stockholder(s)
(See Instructions Below)

The Signature(s) hereon should correspond exactly
with the name(s) of the Stockholder(s) appearing on
the Share Certificate. If stock is held jointly, all
joint owners should sign. When signing as attorney,
executor, administrator, trustee or guardian, please
give full title as such. If signer is a corporation,
please sign the full corporation name, and give
title of signing officer.

|_| Please indicate by checking this box if you
anticipate attending the Annual Meeting.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFR14A’ Filing	Date	First	Last	Other Filings

	9/13/06	11	31
	1/31/03	25
	1/1/03	12	18
	11/10/02	21
	6/20/02	2	34	DEF 14A, PRE 14A
Filed on:	5/20/02	2	35	8-K
	4/26/02	2	15
	4/15/02	23	25
	3/20/02	22
	3/7/02	22		8-K
	1/1/02	18
	12/31/01	19	26	10KSB, 10KSB/A, 4, 5, 5/A
	12/19/01	21
	12/14/01	21
	11/2/01	10
	1/1/01	18
	12/18/00	19		3
	9/13/96	11	31
	7/31/96	33
				List all Filings

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Filing Submission 0001011438-02-000387 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Brilliant Digital Entertainment Inc – ‘DEFR14A’ on 5/20/02

On: Monday, 5/20/02, at 3:02pm ET · Accession #: 1011438-2-387 · File #: 1-14480

Revised Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents