EXHIBIT 10.7

                             AMENDMENT NUMBER TWO TO
                      SECURED CONVERTIBLE PROMISSORY NOTE


     THIS AMENDMENT  NUMBER TWO TO SECURED  CONVERTIBLE  PROMISSORY  NOTE (this
"AMENDMENT") is made and entered into as of the 4th day of October, 2002, by and
between  BRILLIANT  DIGITAL  ENTERTAINMENT,  INC., a Delaware  corporation  (the
"BORROWER"), and ________________ ("HOLDER").

                                    RECITALS

     A.  The  Company  has  issued  in favor of  Holder  a  Secured  Convertible
Promissory Note,  dated as of May 23, 2001, in the original  principal amount of
$________,  which note has been  amended by that  certain  Amendment  No. One to
Secured Convertible  Promissory Note, dated as of December 19, 2001 (as amended,
the "CONVERTIBLE NOTE").

     B.  The Parties  are  delivering  this  Amendment pursuant to that  certain
Letter Agreement, dated as of October 2, 2002.

     C.  The Company and Borrower  each desire to further amend the  Convertible
Note to change the Maturity Date as provided herein.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the  foregoing and for good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Borrower and Holder hereby agree as follows:

     1.  DEFINITIONS. Capitalized terms used herein and not defined herein shall
have the meanings given such terms in the Convertible Note.

     2.  MATURITY  DATE.  The Convertible  Note is hereby  amended to change the
definition of "Maturity Date" therein to mean December 31, 2003.

     3.  MISCELLANEOUS. Except as expressly set forth in this Amendment,  all of
the terms of the  Convertible  Note shall  remain in full force and effect.  All
references in the Convertible Note to "Convertible Note", "hereunder", "hereof",
or words of like import  referring to the  Convertible  Note shall mean and be a
reference  to the  Convertible  Note as and to the  extent it is amended by this
Amendment.  All  references  to the  Convertible  Note in the Note  and  Warrant
Purchase Agreement,  the Security and Pledge Agreement and the Guaranty executed
as of May 23, 2001 in connection with the Convertible Note, and in the Investors
Rights Agreement executed as of December 19, 2001, shall mean and be a reference
to the  Convertible  Note as and to the extent it is amended by this  Amendment.
This Amendment shall be governed by and construed in accordance with the laws of
the State of  California  applicable  to contracts  made in, and to be performed
within, said state.


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     IN WITNESS  WHEREOF,  the parties hereto have executed this  Amendment,  or
have caused this Amendment to be executed by their duly authorized officers,  as
of the day and year first above written.

                             BRILLIANT DIGITAL ENTERTAINMENT, INC.,
                             a Delaware corporation


                             By:
                                      ---------------------------
                                      Robert Chmiel
                             Title:   Chief Operating Officer and
                                      Chief Financial Officer


                             [NAME OF HOLDER]


                             By:

                             Title:


                                       2