EXHIBIT 10.4

$__________                                                        June 11, 2003
                                                      Woodland Hills, California

                      BRILLIANT DIGITAL ENTERTAINMENT, INC.

                                 PROMISSORY NOTE


         FOR VALUE RECEIVED,  Brilliant Digital Entertainment,  Inc., a Delaware
corporation ("BORROWER"),  located at 6355 Topanga Canyon Boulevard,  Suite 120,
Woodland Hills, CA 91367, hereby unconditionally promises to pay to the order of
_____________ ("LENDER"), and his successors, endorsees, transferees and assigns
(together with Lender, "HOLDER"), the principal sum of ___________________,  and
any unpaid accrued interest thereon, as set forth below. The principal amount of
this Note, and any unpaid interest accrued thereon,  shall be due and payable in
full on August 10,  2003 (the  "MATURITY  DATE") in the manner  provided  for in
SECTION 2 below.

         1.       INTEREST. Borrower agrees to pay simple interest on the unpaid
principal  amount hereof.  Interest shall accrue from the date hereof until this
Note is paid in full at a rate equal to ten  percent  (10%) per annum.  Interest
shall be computed on the basis of a 360-day year of twelve 30-day months and the
actual number of days elapsed in the period during which it accrues. In no event
shall the interest paid hereunder, together with any other consideration paid or
agreed  to be paid for the  use,  forbearance  or  detention  of money  advanced
hereunder,  exceed the  highest  lawful rate  permissible  under any law which a
court of competent  jurisdiction may deem applicable  hereto.  In the event that
such a court  determines that the Holder has charged,  received or contracted to
receive interest hereunder in excess of the highest lawful rate permissible, the
interest  payable  hereunder shall  automatically be reduced to the maximum rate
permitted by law, and the Holder shall promptly  refund to Borrower any interest
received by it in excess of the maximum  lawful  rate (with such  reduction  and
refund  being made first with respect to cash  interest  amounts paid or payable
under this Note, and thereafter with respect to any other consideration received
by the  Holder).  It is the intent  hereof that  Borrower not pay or contract to
pay,  and that the Holder not  receive  or  contract  to  receive,  directly  or
indirectly  in any  manner  whatsoever,  interest  in excess  of that  which may
lawfully be paid by Borrower under applicable law.

         2.       PAYMENT.  All  payments of  principal,  interest and all other
amounts payable in respect of this Note shall be made by wire transfer in lawful
money of the United States of America in immediately available Federal funds, to
an account  furnished  to Borrower in writing for that  purpose at least two (2)
business days prior to the Maturity Date. Holder shall, before disposing of this
Note or any part hereof,  make a notation  hereon of all  principal and interest
payments  previously made hereunder and of the date to which interest hereon has
been paid; PROVIDED,  HOWEVER,  that the failure to correctly make a notation of
any payment made on this Note shall not limit or otherwise affect the obligation
of  Borrower  under  this  Note with  respect  to the loan  evidenced  hereby or
payments of principal or interest on this Note.


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         3.       PREPAYMENT.  Borrower may not prepay this Note, in whole or in
part, without the prior written consent of the Holder.  Any partial  prepayment,
to the extent  permitted by Holder,  shall not affect the obligation to continue
to pay in full the amount of the  payments  hereunder  until the  entire  unpaid
principal  balance hereof and all accrued interest hereon has been paid in full.
Any such prepayment shall be applied first to interest and then to principal.

         4.       TRANSFERS.

                  (a)      This Note and all rights hereunder are  transferable,
in  whole or in part,  upon  surrender  of the  Note  with a  properly  executed
assignment,  in the form  prescribed  by Borrower,  at the  principal  office of
Borrower;  PROVIDED, HOWEVER, that, except for transfers by Holder of all or any
portion of this Note to any parent,  subsidiary or affiliate of Holder or to any
officer,  director,  partner  or  member  of  any  such  parent,  subsidiary  or
affiliate,  this Note may not be  transferred  in whole or in part  without  the
prior written consent of Borrower.

                  (b)      Until any  transfer  of this Note is made in the Note
register,  Borrower may treat the registered Holder as the absolute owner hereof
for all  purposes;  PROVIDED,  HOWEVER,  that if and when this Note is  properly
assigned in blank,  Borrower may (but shall not be required to) treat the bearer
hereof as the absolute owner hereof for all purposes, notwithstanding any notice
to the contrary.

                  (c)      Borrower  will  maintain  a register  containing  the
names and  addresses  of the  registered  Holders of this Note.  Any  registered
Holder may change such registered Holder's address as shown on the Note register
by written notice to Borrower requesting such change.

         5.       TRANSFER BY BORROWER.  Borrower may not assign,  and no person
may assume, any of the obligations of Borrower under this Note without the prior
written consent of Holder,  which consent may be granted or withheld in Holder's
sole discretion, and any attempt to do so without such consent shall be void.

         6.       EVENTS OF DEFAULT; REMEDIES.

                  (a)      EVENTS  OF  DEFAULT.  The  occurrence  of  any of the
following shall constitute an Event of Default hereunder:

                           (i)      Default in the payment of the  principal  of
         or interest on the  indebtedness  evidenced by this Note in  accordance
         with the terms of this Note;

                           (ii)     A default or event of default shall occur in
         respect of any of the other  indebtedness of Borrower that exceeds,  in
         the aggregate, $75,000 and, if subject to a cure right, such default or
         event of default shall not be cured within the applicable cure period;

                           (iii)    Borrower  shall  be  liquidated,  dissolved,
         partitioned  or terminated,  or the charter  thereof shall expire or be
         revoked; or

                           (iv)     Borrower  (i)  shall  generally  not  pay or
         shall be unable  to pay its debts as such  debts  become  due,  or (ii)
         shall make an  assignment  for the benefit of


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         creditors or petition or apply to any tribunal for the appointment of a
         custodian,  receiver  or trustee  for it or a  substantial  part of its
         assets,  or (iii) shall commence any proceeding  under any  bankruptcy,
         reorganization,  arrangement,  readjustment  of  debt,  dissolution  or
         liquidation  law  or  statute  of  any  jurisdiction,  whether  now  or
         hereafter  in  effect,  or (iv)  shall  have had any such  petition  or
         application  filed or any such proceeding  commenced against it that is
         not dismissed  within thirty (30) days, or (v) shall  indicate,  by any
         act or intentional and purposeful omission, its consent to, approval of
         or acquiescence in any such petition, application,  proceeding or order
         for relief or the  appointment of a custodian,  receiver or trustee for
         it or a substantial  part of its assets,  or (vi) shall suffer any such
         custodianship, receivership or trusteeship to continue undischarged for
         a period of thirty (30) days or more.

                  With  respect  to any  Event  of  Default  described  above in
SUBSECTION  6(A)(V)  that is  capable of being  cured and that does not  already
provide its own cure  procedure (a "CURABLE  DEFAULT"),  the  occurrence of such
Curable  Default shall not constitute an Event of Default  hereunder if Borrower
provides  notice  to Holder  of such  Curable  Default  in  accordance  with the
provisions  hereof within three (3) business  days of Borrower  learning of such
default and such Curable Default is fully cured and/or  corrected within fifteen
(15) days of Borrower's notice thereof to Holder.

                  (b)      ACCELERATION   OF   MATURITY;   REMEDIES.   Upon  the
occurrence  of any  Event of  Default  described  in  SUBSECTION  6(A)(IV),  the
indebtedness  evidenced  by this Note shall be  immediately  due and  payable in
full;  and upon the  occurrence of any other Event of Default  described  above,
Holder at any time  thereafter may at its option  accelerate the maturity of the
indebtedness  evidenced  by this  Note  without  notice  of any  kind.  Upon the
occurrence of any such Event of Default and the  acceleration of the maturity of
the indebtedness evidenced by the Note:

                           (i)      Holder  shall  be  immediately  entitled  to
         exercise any and all rights and remedies  possessed by Holder  pursuant
         to the terms of this Note; and

                           (ii)     Holder  shall have any and all other  rights
         and remedies that Holder may now or hereafter possess at law, in equity
         or by statute.

                  (c)      REMEDIES  CUMULATIVE;  NO WAIVER. No right,  power or
remedy  conferred  upon or  reserved  to Holder by this Note is  intended  to be
exclusive  of any other right,  power or remedy,  but each and every such right,
power and remedy shall be cumulative  and concurrent and shall be in addition to
any other right,  power and remedy given hereunder or now or hereafter  existing
at law, in equity or by statute.  No delay or omission by Holder to exercise any
right,  power or remedy  accruing  upon the  occurrence  of any Event of Default
shall exhaust or impair any such right, power or remedy or shall be construed to
be a waiver of any such Event of Default or an acquiescence  therein,  and every
right,  power and remedy given by this Note to Holder may be exercised from time
to time and as often as may be deemed expedient by Holder.

         7.       NOTICES. Any notice required by the provisions of this Note to
be given  to  Holder  shall  be  delivered  personally,  telecopied,  or sent by
certified mail or overnight via nationally  recognized  courier service (such as
Federal  Express),  addressed to Holder at the address


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appearing on the books of Borrower. The date of personal delivery or telecopy or
two (2) business  days after the date of mailing (or the next business day after
delivery to such courier service), as the case may be, shall be the date of such
notice.

         8.       GOVERNING  LAW.  THIS NOTE SHALL BE CONSTRUED  AND ENFORCED IN
ACCORDANCE  WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF.

         9.       WAIVER OF JURY TRIAL. Borrower and Holder each waive all right
to trial by jury in any action or  proceeding to enforce or defend any rights or
remedies hereunder or relating hereto.

         10.      WAIVERS.  Borrower  waives  presentment  for payment,  demand,
notice of  demand,  notice of  nonpayment  or  dishonor,  protest  and notice of
protest of this Note,  and all other  notices in  connection  with the delivery,
acceptance, performance, default or enforcement of the payment of this Note, and
Borrower agrees that its liability shall be unconditional, without regard to the
liability  of any other  party,  and shall not be  affected in any manner by any
indulgence,  extension  of time,  renewal,  waiver or  modification  granted  or
consented to by Holder.

         11.      ATTORNEYS FEES.  Borrower promises to pay all reasonable costs
and  expenses,  including  attorneys'  fees,  incurred  in  the  collection  and
enforcement of this Note, including, without limitation,  enforcement before any
court and including all appellate proceedings.

         12.      SEVERABILITY.  Wherever  possible each  provision of this Note
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law,  but if any  provision of this Note shall be  prohibited  by or
invalid under such law, such  provision  shall be  ineffective  to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision or the remaining  provisions of this Note and shall be  interpreted so
as to be effective and valid.


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         IN WITNESS WHEREOF, Borrower has executed and delivered this Note as of
the day and year and at the place first written above.

                             BRILLIANT DIGITAL ENTERTAINMENT, INC.,
                             a Delaware corporation


                             By:
                                    -----------------------------------
                                    Tyler Tarr
                             Title: Chief Financial Officer


















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