Brilliant Digital Entertainment, Inc.
Ticker:BDE 6355 Topanga Canyon Boulevard, Suite 513
Exchange:American Stock Exchange Woodland Hills, California 91367
Industry:High-Tech (818) 346-3653

Type of Shares:Common Shares Filing Date:9/17/96
U.S. Shares:2,000,000 Offer Date:11/22/96
Non-U.S. Shares:0 Filing Range:$6.00 - $8.00
Primary Shares:2,000,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.38
Offering Amount: $14,000,000 Selling:$0.22
Expenses:$1,000,000 Reallowance:$0.10
Shares Out After:7,200,001

ManagerTierPhone
CS First BostonLead Manager (212) 325-2000
Cruttenden Roth IncorporatedCo-manager (800) 678-9147

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 6/30/96
Revenue:$2.05Assets:$0.92
Net Income:$0.55Liabilities:$1.05
EPS:$0.12Equity:-$0.13

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a production and development studio creating a new generation of digital entertainment to be distributed over the Internet, on CD-ROM, as television programming and for home video. Using its proprietary, state-of-the-art software tools, the company is developing Multipath Movies which are three-dimensional digitally animated stories, each with hundreds of plot alternatives, or paths, leading to multiple distinct conclusions that are influenced by the user. The company has the ability to produce Multipath Movies with seamless interactivity where the plot and graphics are uninterrupted by the user's decisions. Furthermore, the company believes that its studio can produce a Multipath Movie in multiple formats in a single cost-efficient production process. The company is developing a system that will permit real time distribution of, and user interaction with, its Multipath Movies over the Internet. Under a three-year marketing agreement, the company intends to launch Internet distribution of the Multipath Movie through Packard Bell NEC's Planet Oasis World Wide Web site by bundling Internet-enabled CD-ROMs on up to six relationships, the company has secured quality content for its Multipath Movies from a number of proven sources such as Morgan Creek Productions, Crawford Productions and Bantam Doubleday Dell Books.

Use of Proceeds
The proceeds from the proposed offering will be used for production of Multipath Movies, development of a new production studio, software tool enhancement and development, acquisition of licenses, repayment of related party loans and other indebtedness and for general corporate purposes.

Last updated: 12/29/96

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