EXHIBIT 10.8

THIS WARRANT AND THE  SECURITIES  ISSUABLE  HEREUNDER  HAVE NOT BEEN  REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
OTHER  APPLICABLE  SECURITIES  LAWS AND HAVE  BEEN  ISSUED IN  RELIANCE  UPON AN
EXEMPTION  FROM THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES ACT AND SUCH
OTHER  SECURITIES  LAWS.  NEITHER  THIS  WARRANT  NOR  THE  SECURITIES  ISSUABLE
HEREUNDER MAY BE REOFFERED, SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,  ENCUMBERED,
HYPOTHECATED  OR  OTHERWISE   DISPOSED  OF,  EXCEPT  PURSUANT  TO  AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO A TRANSACTION
THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
--------------------------------------------------------------------------------

                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                      BRILLIANT DIGITAL ENTERTAINMENT, INC.

NO. ____                                                         October 4, 2002

THIS CERTIFIES  THAT,  for value  received,  ________________,  or its permitted
registered assigns ("HOLDER"), is entitled,  subject to the terms and conditions
of this Warrant,  at any time or from time to time commencing three months after
the issuance date of this Warrant (the "EFFECTIVE  DATE"),  and before 5:00 p.m.
Pacific  Time on October  4, 2005 (the  "EXPIRATION  DATE"),  to  purchase  from
Brilliant Digital  Entertainment,  Inc., a Delaware corporation (the "COMPANY"),
up to __________  shares of Common Stock of the Company at an exercise price per
share equal to $________  (the "PURCHASE  PRICE").  Both the number of shares of
Common Stock  purchasable  upon exercise of this Warrant and the Purchase  Price
are subject to adjustment and change as provided herein.

1.   CERTAIN DEFINITIONS. As used in this Warrant the following terms shall have
     the following respective meanings:

     1.1  "FAIR MARKET VALUE" of a share of Common Stock as of a particular date
          shall mean:

          (a)  If traded on a securities exchange or the Nasdaq National Market,
               the Fair  Market  Value  shall be deemed to be the average of the
               closing  prices  of the  Common  Stock  of the  Company  on  such
               exchange  or  market  over  the  five  (5)  trading  days  ending
               immediately prior to the applicable date of valuation;

          (b)  If traded over-the-counter, the Fair Market Value shall be deemed
               to be the  average  of  the  closing  bid  and  asked  quotations
               averaged  over the fifteen  (15)-day  period  ending  immediately
               prior to the applicable date of valuation; and


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          (c)  If there is no public market,  the Fair Market Value shall be the
               value  thereof,  as agreed  upon in good faith by the Company and
               the Holder; provided, however, that if the Company and the Holder
               cannot agree on such value,  such value shall be determined by an
               independent  valuation  firm  experienced  in valuing  businesses
               jointly  selected  in good faith by the  Company  and the Holder.
               Fees and expenses of the valuation  firm shall be paid for by the
               Company.

     1.2  "REGISTERED  HOLDER"  shall mean any Holder in whose name this Warrant
          is registered upon the books and records maintained by the Company.

     1.3  "WARRANT" as used herein,  shall  include this Warrant and any warrant
          delivered in substitution or exchange therefor as provided herein.

     1.4  "COMMON  STOCK"  shall mean the Common  Stock of the  Company  and any
          other  securities at any time  receivable or issuable upon exercise of
          this Warrant.

2.   EXERCISE OF WARRANT

     2.1  PAYMENT.  Subject to compliance  with the terms and conditions of this
          Warrant and applicable securities laws, this Warrant may be exercised,
          in  whole  or in part  at any  time or  from  time to time  after  the
          Effective  Date, and on or before the Expiration  Date by the delivery
          (including, without limitation,  delivery by facsimile) of the form of
          Notice of  Exercise  attached  hereto as  Exhibit  1 (the  "NOTICE  OF
          EXERCISE"),  duly executed by the Holder,  at the principal  office of
          the Company, and as soon as practicable after such date, surrendering

          (a)  this Warrant at the principal office of the Company, and

          (b)  payment in cash (by check) or by wire transfer of an amount equal
               to the product  obtained by  multiplying  the number of shares of
               Common  Stock  being  purchased  upon such  exercise  by the then
               effective Purchase Price (the "EXERCISE AMOUNT").

     2.2  NET  ISSUE  EXERCISE.  In lieu of the  payment  methods  set  forth in
          SECTION 2.1(B) above,  the Holder may elect to exchange all or some of
          this  Warrant  for  shares of Common  Stock  equal to the value of the
          amount of the Warrant  being  exchanged  on the date of  exchange.  If
          Holder  elects to exchange  this  Warrant as provided in this  SECTION
          2.2,  Holder  shall  tender to the  Company the Warrant for the amount
          being  exchanged,  along with written  notice of Holder's  election to
          exchange  some or all of the Warrant,  and the Company  shall issue to
          Holder  the number of shares of the Common  Stock  computed  using the
          following formula:


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<PAGE>


                           X =    Y (A-B)
                                -------------
                                     A
                       Where:   X =  the number of shares of Common Stock to be
                                     issued to Holder.
                                Y =  the  number  of  shares of Common  Stock
                                     purchasable  under the  amount of the
                                     Warrant being exchanged (as adjusted to the
                                     date of such  calculation).
                                A = the Fair Market Value of one  share  of the
                                    Common  Stock.
                                B = Purchase  Price (as adjusted to the date of
                                    such calculation).

     2.3  STOCK  CERTIFICATES;  FRACTIONAL  SHARES. As soon as practicable on or
          after the date of any exercise of this Warrant but in any event within
          5 business days after its receipt of the Exercise Amount,  the Company
          shall  issue and  deliver to the person or persons  designated  by the
          Holder a certificate or certificates for the aggregate number of whole
          shares of Common Stock issuable upon such exercise, together with cash
          in lieu of any  fraction  of a share  equal  to such  fraction  of the
          current  Fair Market  Value of one whole  share of Common  Stock as of
          such date of  exercise.  No  fractional  shares or scrip  representing
          fractional shares shall be issued upon an exercise of this Warrant.

     2.4  PARTIAL EXERCISE;  EFFECTIVE DATE OF EXERCISE.  In case of any partial
          exercise of this  Warrant,  the Company shall cancel this Warrant upon
          surrender  hereof and shall  execute and deliver a new Warrant of like
          tenor  and  date  for  the  balance  of the  shares  of  Common  Stock
          purchasable  hereunder.  This  Warrant  shall be  deemed  to have been
          exercised  immediately  prior to the close of  business on the date of
          its surrender for exercise as provided  above.  The person entitled to
          receive  the shares of Common  Stock  issuable  upon  exercise of this
          Warrant  shall be treated for all  purposes as the holder of record of
          such  shares  as of the  close of  business  on the  date the  Company
          receives  the Notice of  Exercise,  subject to receipt of the Exercise
          Amount.

     2.5  VESTING. The warrants shall vest fully upon issuance.

3.   VALID ISSUANCE:  TAXES. All shares of Common Stock issued upon the exercise
     of this Warrant shall be validly issued, fully paid and non-assessable. The
     Company  shall not be  required to pay any tax or other  charge  imposed in
     connection  with any transfer  involved in the issuance of any  certificate
     for shares of Common  Stock in any name  other than that of the  Registered
     Holder of this Warrant,  and in such case the Company shall not be required
     to issue or deliver any stock  certificate  or  security  until such tax or
     other charge has been paid,  or it has been  established  to the  Company's
     reasonable satisfaction that no tax or other charge is due.

4.   ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES.  The number of shares of
     Common Stock issuable upon exercise of this Warrant (or any shares


                                       3


<PAGE>


     of stock or other  securities  or  property  receivable  or  issuable  upon
     exercise of this Warrant) and the Purchase  Price are subject to adjustment
     upon occurrence of the following events:

     4.1  ADJUSTMENT FOR STOCK SPLITS,  STOCK  SUBDIVISIONS  OR  COMBINATIONS OF
          SHARES.  The Purchase  Price of this Warrant  shall be  proportionally
          decreased  and the  number of shares of  Common  Stock  issuable  upon
          exercise of this  Warrant (or any shares of stock or other  securities
          at  the  time  issuable  upon  exercise  of  this  Warrant)  shall  be
          proportionally   increased   to  reflect  any  stock  split  or  other
          subdivision of the Company's  Common Stock. The Purchase Price of this
          Warrant shall be proportionally  increased and the number of shares of
          Common Stock  issuable upon exercise of this Warrant (or any shares of
          stock or other  securities  at the time issuable upon exercise of this
          Warrant)  shall be  proportionally  decreased  to reflect  any reverse
          stock split,  consolidation  or  combination  of the Company's  Common
          Stock.

     4.2  ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR OTHER SECURITIES
          OR PROPERTY.  In case the Company shall make or issue,  or shall fix a
          record  date for the  determination  of eligible  holders  entitled to
          receive,  a dividend or other  distribution with respect to the Common
          Stock (or any shares of stock or other securities at the time issuable
          upon exercise of the Warrant) payable in (a) securities of the Company
          (including debt  instruments) or (b) assets  (excluding cash dividends
          paid or payable solely out of retained  earnings),  then, in each such
          case, the Holder of this Warrant on exercise  hereof at any time after
          the  consummation,  effective  date or record date of such dividend or
          other distribution, shall receive, in addition to the shares of Common
          Stock (or such other stock or  securities)  issuable on such  exercise
          prior  to  such  date,   and  without   the   payment  of   additional
          consideration  therefor,  the  securities  or such other assets of the
          Company to which such Holder would have been  entitled  upon such date
          if such Holder had  exercised  this Warrant on the date hereof and had
          thereafter,  during the period from the date  hereof to and  including
          the  date  of  such  exercise,  retained  such  shares  and  all  such
          additional securities or other assets distributed with respect to such
          shares  as  aforesaid   during  such  period   giving  effect  to  all
          adjustments called for by this SECTION 4.

     4.3  RECLASSIFICATION. If the Company, by reclassification of securities or
          otherwise,  shall change any of the  securities  as to which  purchase
          rights under this Warrant exist into the same or a different number of
          securities  of  any  other  class  or  classes,   this  Warrant  shall
          thereafter  represent  the right to  acquire  such  number and kind of
          securities  as would have been  issuable  as the result of such change
          with  respect to the  securities  that were  subject  to the  purchase
          rights under this Warrant  immediately prior to such  reclassification
          or  other  change,   and  the  Purchase  Price   therefore   shall  be
          appropriately  adjusted, all subject to further adjustment as provided
          in this  SECTION  4. No  adjustment  shall  be made  pursuant  to this
          SECTION 4.3 upon any  conversion  or  redemption  of the Common  Stock
          which is the subject of SECTION 4.5.


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<PAGE>


     4.4  ADJUSTMENT FOR CAPITAL  REORGANIZATION,  MERGER OR  CONSOLIDATION.  In
          case of any capital reorganization of the capital stock of the Company
          (other than a combination,  reclassification,  exchange or subdivision
          of  shares   otherwise   provided  for  herein),   or  any  merger  or
          consolidation of the Company with or into another corporation,  or the
          sale of all or  substantially  all the assets of the Company then, and
          in  each  such  case,  as  a  part  of  such  reorganization,  merger,
          consolidation,  sale or transfer,  lawful  provision  shall be made so
          that the  Holder of this  Warrant  shall  thereafter  be  entitled  to
          receive upon  exercise of this  Warrant,  during the period  specified
          herein and upon  payment  of the  Purchase  Price then in effect,  the
          number of shares of stock or other  securities or property  (including
          cash) to which the holder of the shares  deliverable  upon exercise of
          this   Warrant   would   have  been   entitled   to  receive  in  such
          reorganization,  consolidation,  merger,  sale  or  transfer  if  this
          Warrant had been  exercised  immediately  before such  reorganization,
          merger,  consolidation,  sale or  transfer,  all  subject  to  further
          adjustment as provided in this SECTION 4. The foregoing  provisions of
          this SECTION 4.4 shall similarly apply to successive  reorganizations,
          consolidations,  mergers,  sales  and  transfers  and to the  stock or
          securities of any other  corporation  that are at the time  receivable
          upon the  exercise of this  Warrant.  If the  per-share  consideration
          payable to the Holder  hereof for shares in  connection  with any such
          transaction  is in a form  other than cash or  marketable  securities,
          then the value of such consideration shall be the value as agreed upon
          in good faith by the Company and the Holder;  provided,  however, that
          if the Company and the Holder  cannot agree on such value,  such value
          shall be determined by an independent  valuation  firm  experienced in
          valuing such  property  jointly  selected in good faith by the Company
          and the Holder.  All Fees and expenses of the valuation  firm shall be
          paid for by the Company.  In all events,  appropriate  adjustment  (as
          determined in good faith by the Company's Board of Directors) shall be
          made in the application of the provisions of this Warrant with respect
          to the rights and  interests of the Holder after the  transaction,  to
          the end that the provisions of this Warrant shall be applicable  after
          that event, as near as reasonably may be, in relation to any shares or
          other  property  deliverable  after that event upon  exercise  of this
          Warrant.

     4.5  CONVERSION  OF  COMMON  STOCK.  In  case  all  or any  portion  of the
          authorized and  outstanding  shares of Common Stock of the Company are
          redeemed  or  converted  or  reclassified  into  other  securities  or
          property  pursuant to the Company's  Certificate of  Incorporation  or
          otherwise,  or the Common Stock  otherwise  ceases to exist,  then, in
          such case,  the Holder of this Warrant,  upon  exercise  hereof at any
          time  after  the date on which  the  Common  Stock is so  redeemed  or
          converted,  reclassified or ceases to exist (the "TERMINATION  DATE"),
          shall  receive,  in lieu of the number of shares of Common  Stock that
          would have been issuable upon such exercise  immediately  prior to the
          Termination  Date,  the  securities  or property  that would have been
          received  if this  Warrant had been  exercised  in full and the Common
          Stock received thereupon had been simultaneously converted immediately
          prior to the  Termination  Date, all subject to further  adjustment as
          provided in this Warrant.  Additionally,  the Purchase  Price shall be
          immediately  adjusted  such that the aggregate  Purchase  Price of the
          maximum  number of


                                       5


<PAGE>


          securities  or other  property for which this  Warrant is  exercisable
          immediately  after  the  Termination  Date is equal  to the  aggregate
          Purchase  Price of the  maximum  number of shares of Common  Stock for
          which  this  Warrant  was   exercisable   immediately   prior  to  the
          Termination  Date,  all  subject to  further  adjustment  as  provided
          herein.

5.   CERTIFICATE  AS TO  ADJUSTMENTS.  In  each  case of any  adjustment  in the
     Purchase  Price, or number or type of shares issuable upon exercise of this
     Warrant,  the Chief  Financial  Officer or  Controller of the Company shall
     compute such  adjustment in  accordance  with the terms of this Warrant and
     prepare a certificate  setting forth such  adjustment and showing in detail
     the facts upon which such adjustment is based, including a statement of the
     adjusted  Purchase Price. The Company shall promptly send (by facsimile and
     by either first class mail,  postage prepaid or overnight  delivery) a copy
     of each such certificate to the Holder.  In addition,  if at any time prior
     to the Expiration Date:

     5.1  the Company  shall declare any dividend  payable in any  securities or
          make any distribution to its stockholders;

     5.2  the Company shall offer to its  stockholders as a class any additional
          shares of Common Stock or securities  convertible into Common Stock or
          any right to subscribe to Common Stock or  securities  convertible  or
          exchangeable into Common Stock; or

     5.3  a dissolution  or winding up of the Company  (other than in connection
          with a consolidation,  merger or sale of all or  substantially  all of
          its property, assets and business as an entirety) shall be proposed;

     then in any one or more of such  events,  the Company  shall give notice in
     writing  of such  event to the  Holder  at least 10 days  prior to the date
     fixed as a record  date or the date of closing the  transfer  books for the
     determination of the stockholders  entitled to such dividend,  distribution
     or subscription  rights, or for the determination of stockholders  entitled
     to vote on such  proposed  dissolution,  liquidation  or winding  up.  Such
     notice  shall  specify  such  record  date or date  of the  closing  of the
     transfer books, as the case may be.

6.   LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to the
     Company of the ownership of and the loss, theft,  destruction or mutilation
     of this Warrant,  and of indemnity  reasonably  satisfactory to it, and (in
     the case of mutilation)  upon surrender and  cancellation  of this Warrant,
     the Company  will execute and deliver in lieu thereof a new Warrant of like
     tenor as the lost, stolen, destroyed or mutilated Warrant.

7.   RESERVATION OF COMMON STOCK. The Company hereby covenants that at all times
     there shall be reserved for issuance  and  delivery  upon  exercise of this
     Warrant  such number of shares of Common  Stock or other  shares of capital
     stock of the  Company as are from time to time  issuable  upon  exercise of
     this Warrant and, from time to time, will


                                       6


<PAGE>


     take all steps  necessary  to amend its  Certificate  of  Incorporation  to
     provide  sufficient  reserves  of  shares  of Common  Stock  issuable  upon
     exercise of this  Warrant.  All such shares shall be duly  authorized,  and
     when issued upon such  exercise,  shall be validly  issued,  fully paid and
     non-assessable,  free and clear of all liens,  security interests,  charges
     and other  encumbrances  or  restrictions on sale and free and clear of all
     preemptive  rights,  except  encumbrances  or  restrictions  arising  under
     federal or state securities laws. Issuance of this Warrant shall constitute
     full  authority to the Company's  Officers who are charged with the duty of
     executing   stock   certificates   to  execute  and  issue  the   necessary
     certificates for shares of Common Stock upon the exercise of this Warrant.

8.   TRANSFER AND EXCHANGE.  Subject to the terms and conditions of this Warrant
     and compliance  with all applicable  securities  laws, this Warrant and all
     rights  hereunder may be  transferred to any  Registered  Holder's  parent,
     subsidiary or affiliate or to any officer,  director,  partner or member of
     any such parent, subsidiary or affiliate, in whole or in part, on the books
     of the Company  maintained for such purpose at the principal  office of the
     Company referred to above, by the Registered Holder hereof in person, or by
     duly authorized attorney,  upon surrender of this Warrant properly endorsed
     and upon payment of any necessary transfer tax or other governmental charge
     imposed  upon such  transfer.  Upon any  permitted  partial  transfer,  the
     Company  will issue and deliver to the  Registered  Holder a new Warrant or
     Warrants  with  respect to the shares of Common  Stock not so  transferred.
     Each  taker and  holder of this  Warrant,  by taking or  holding  the same,
     consents and agrees that when this Warrant shall have been so endorsed, the
     person in possession of this Warrant may be treated by the Company, and all
     other persons  dealing with this Warrant,  as the absolute owner hereof for
     any purpose and as the person  entitled to exercise the rights  represented
     hereby, any notice to the contrary notwithstanding;  provided, however that
     until a transfer  of this  Warrant is duly  registered  on the books of the
     Company,  the Company may treat the  Registered  Holder hereof as the owner
     for all purposes.

9.   RESTRICTIONS ON TRANSFER.  By acceptance  hereof,  the Holder  acknowledges
     that this  Warrant and the capital  stock of the Company that may be issued
     upon its exercise have not been  registered  under the Securities  Act, and
     Holder agrees not to sell, pledge, distribute,  offer for sale, transfer or
     otherwise  dispose of this  Warrant or any  capital  stock  issued upon its
     exercise in the absence of (i) an effective  registration  statement  under
     the Securities Act as to this Warrant or such  securities and  registration
     or  qualification  of this Warrant or such securities  under any applicable
     Blue Sky or state  securities  laws then in  effect,  or (ii) an opinion of
     counsel, reasonably satisfactory to the Company, that such registration and
     qualification  are  not  required.  In  the  reasonable  discretion  of the
     Company,  the Company may  condition  any transfer of all or any portion of
     this  Warrant or the capital  stock of the Company  that may be issued upon
     its exercise (other than a disposition  satisfying the conditions set forth
     in clause (i) of SECTION 9(I) above) upon the transferee's  delivery to the
     Company  of  a  written  agreement,   in  form  and  substance   reasonably
     satisfactory   to  the   Company,   whereby  the   transferee   makes  such
     representations and warranties to and for the benefit of the Company as are
     comparable to the representations and warranties of the Holder set forth in
     SECTION 10 below.


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<PAGE>


10.  COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant,  the Holder
     hereby  represents,  warrants  and  covenants  that  any  shares  of  stock
     purchased  upon exercise of this Warrant  shall be acquired for  investment
     only  and  not  with a view  to,  or  for  sale  in  connection  with,  any
     distribution  thereof;  that the  Holder has had such  opportunity  as such
     Holder has deemed  adequate to obtain from  representatives  of the Company
     such  information  as is  necessary  to permit the Holder to  evaluate  the
     merits and risks of its investment in the Company;  that the Holder is able
     to bear  the  economic  risk of  holding  such  shares  as may be  acquired
     pursuant to the exercise of this Warrant for an indefinite period; that the
     Holder  understands  that the  shares  of stock  acquired  pursuant  to the
     exercise of this Warrant will not be registered  under the 1933 Act (unless
     otherwise registered pursuant to exercise by the Holder of the registration
     rights,  if any, granted to the Registered  Holder) and will be "restricted
     securities"  within the meaning of Rule 144 under the 1933 Act and that the
     exemption  from  registration  under Rule 144 will not be available  for at
     least one (1) year from the date of  exercise of this  Warrant,  subject to
     any special  treatment by the SEC for exercise of this Warrant  pursuant to
     SECTION  2.2, and even then will not be  available  unless a public  market
     then exists for the stock,  adequate information  concerning the Company is
     then  available to the public,  and other terms and  conditions of Rule 144
     are complied with; and that all stock certificates  representing  shares of
     stock issued to the Holder upon exercise of this Warrant or upon conversion
     of such  shares  may have  affixed  thereto a legend  substantially  in the
     following form:

          THE  SECURITIES  EVIDENCED  BY THIS  CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES  ACT"), OR ANY OTHER  APPLICABLE  SECURITIES LAWS AND
          HAVE  BEEN  ISSUED  IN  RELIANCE  UPON  AN  EXEMPTION   FROM  THE
          REGISTRATION  REQUIREMENTS  OF THE  SECURITIES ACT AND SUCH OTHER
          SECURITIES  LAWS.  NEITHER  THIS  SECURITY  NOR ANY  INTEREST  OR
          PARTICIPATION   HEREIN   MAY  BE   REOFFERED,   SOLD,   ASSIGNED,
          TRANSFERRED,  PLEDGED,  ENCUMBERED,   HYPOTHECATED  OR  OTHERWISE
          DISPOSED  OF,  EXCEPT  PURSUANT  TO  AN  EFFECTIVE   REGISTRATION
          STATEMENT  UNDER THE  SECURITIES ACT OR PURSUANT TO A TRANSACTION
          THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

11.  NO RIGHTS OR  LIABILITIES AS  STOCKHOLDERS.  This Warrant shall not entitle
     the Holder to any voting  rights or other  rights as a  stockholder  of the
     Company.  In the absence of  affirmative  action by such Holder to purchase
     Common Stock by exercise of this  Warrant or Common  Stock upon  conversion
     thereof,  no provisions of this Warrant,  and no enumeration  herein of the
     rights or privileges of the Holder hereof shall cause such Holder hereof to
     be a stockholder of the Company for any purpose.

12.  NOTICES. Except as may be otherwise provided herein, all notices, requests,
     waivers and other  communications  made pursuant to this Agreement shall be
     in  writing  and shall be  conclusively  deemed to have been duly given (a)
     when hand  delivered to the other  party;  (b) when  received  when sent by
     facsimile  at the address and number set forth


                                       8


<PAGE>


     below;  (c) three  business  days after deposit in the U.S. mail with first
     class or certified mail receipt  requested postage prepaid and addressed to
     the other  party as set forth  below;  or (d) the next  business  day after
     deposit  with a  national  overnight  delivery  service,  postage  prepaid,
     addressed to the parties as set forth below with next-business-day delivery
     guaranteed,  provided that the sending  party  receives a  confirmation  of
     delivery from the delivery service provider.

     To Holder:                  To the Company:
                                 BRILLIANT DIGITAL ENTERTAINMENT, INC.
                                 6355 Topanga Canyon Blvd., Suite 120
                                 Woodland Hills, CA 91367
                                 Attn:    Chief Financial Officer
                                 Fax Number:   (818) 615-0995

     Each person making a  communication  hereunder by facsimile  shall promptly
     confirm by telephone to the person to whom such communication was addressed
     each  communication  made by it by facsimile  pursuant  hereto. A party may
     change or supplement  the addresses  given above,  or designate  additional
     addresses,  for  purposes  of this  SECTION  12 by giving  the other  party
     written notice of the new address in the manner set forth above.

13.  HEADINGS.  The headings in this Warrant are for purposes of  convenience in
     reference only, and shall not be deemed to constitute a part hereof.

14.  LAW  GOVERNING.  This Warrant shall be construed and enforced in accordance
     with, and governed by, the laws of the State of California.

15.  WAIVER OF JURY TRIAL.  The Company and, by acceptance of this Warrant,  the
     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.

16.  NO  IMPAIRMENT.  The Company will not, by amendment of its  Certificate  of
     Incorporation or bylaws, or through reorganization,  consolidation, merger,
     dissolution,  issue or sale of  securities,  sale of  assets  or any  other
     voluntary  action,  avoid or seek to avoid the observance or performance of
     any of the  terms  of this  Warrant,  but will at all  times in good  faith
     assist in the  carrying out of all such terms and in the taking of all such
     action as may be necessary or appropriate in order to protect the rights of
     the Registered Holder of this Warrant against impairment.  Without limiting
     the generality of the foregoing,  the Company (a) will not increase the par
     value of any shares of stock  issuable  upon the  exercise of this  Warrant
     above the amount payable  therefore  upon such exercise,  and (b) will take
     all such  action  as may be  necessary  or  appropriate  in order  that the
     Company may validly and legally issue fully paid and non-assessable  shares
     of Common Stock upon exercise of this Warrant.

17.  SEVERABILITY.  If any term,  provision,  covenant  or  restriction  of this
     Warrant is held by a court of competent jurisdiction to be invalid, void or
     unenforceable,  the  remainder  of


                                       9


<PAGE>


     the terms,  provisions,  covenants and  restrictions  of this Warrant shall
     remain in full force and effect and shall in no way be  affected,  impaired
     or invalidated.

18.  COUNTERPARTS.   For  the   convenience  of  the  parties,   any  number  of
     counterparts of this Warrant may be executed by the parties hereto and each
     such executed  counterpart shall be, and shall be deemed to be, an original
     instrument.


                                       10


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the
date first set forth above.

                                           Brilliant Digital Entertainment, Inc.


-------------------------------------      -------------------------------------
By                                         By

                                           Kevin Bermeister
-------------------------------------      -------------------------------------
Printed Name                               Printed Name

                                           Chief Executive Officer and President
-------------------------------------      -------------------------------------
Title                                      Title






                                SIGNATURE PAGE TO
                        WARRANT TO PURCHASE COMMON STOCK


                                       11


<PAGE>


                                    EXHIBIT 1

                               NOTICE OF EXERCISE

                    (To be executed upon exercise of Warrant)

To:  Brilliant Digital Entertainment, Inc.

The  undersigned  hereby  irrevocably  elects to exercise  the right of purchase
represented by the within Warrant  Certificate for, and to purchase  thereunder,
the  securities  of  Brilliant  Digital  Entertainment,  Inc.,  as provided  for
therein, and (check the applicable box):

/_/  tenders  herewith payment of the exercise price in full in the form of cash
     or a certified or official bank check or wire transfer in same-day funds in
     the amount of $____________ for _________ such securities.

/_/  Elects  the Net  Issue  Exercise  option  pursuant  to  Section  2.2 of the
     Warrant,  and accordingly  requests  delivery of a net of ______________ of
     such securities.

Please issue a certificate or  certificates  for such securities in the name of,
and pay any cash for any  fractional  share to (please  print name,  address and
social security number):

Name:
           ---------------------------------------------------------------------
Address:
           ---------------------------------------------------------------------
Signature:
           ---------------------------------------------------------------------

Note: The above signature should  correspond  exactly with the name on the first
page of this Warrant Certificate.

If said  number of  shares  shall not be all the  shares  purchasable  under the
within  Warrant  Certificate,  a new Warrant  Certificate is to be issued in the
name of said  undersigned  for the balance  remaining of the shares  purchasable
thereunder rounded up to the next higher whole number of shares.


<PAGE>




                                    EXHIBIT 2

                                   ASSIGNMENT
          (To be executed only upon assignment of Warrant Certificate)

For value received, the undersigned hereby sells, assigns and transfers unto the
parties set forth below all or such portion of the Warrants  represented  by the
within Warrant  Certificate set forth below,  together with all right, title and
interest   therein,   and  does  hereby   irrevocably   constitute  and  appoint
____________________________  attorney,  to transfer said Warrant Certificate on
the books of the within-named Company with respect to the number of Warrants set
forth below, with full power of substitution in the premises:


  NAME(S) OF ASSIGNEE(S)            ADDRESS                 # OF WARRANTS
-------------------------- -------------------------- --------------------------


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


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


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


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

And if said number of Warrants shall not be all the Warrants  represented by the
Warrant  Certificate,  a new Warrant  Certificate is to be issued in the name of
said  undersigned for the balance  remaining of the Warrants  registered by said
Warrant Certificate.

Dated:
           ---------------------------------------------------------------------

Signature:
           ---------------------------------------------------------------------

Notice: The signature to the foregoing Assignment must correspond to the name as
written upon the face of this security in every particular,  without  alteration
or any change whatsoever.