EXHIBIT 10.3

                            AMENDMENT NUMBER THREE TO
                       SECURED CONVERTIBLE PROMISSORY NOTE


         THIS  AMENDMENT  NUMBER THREE TO SECURED  CONVERTIBLE  PROMISSORY  NOTE
(this "AMENDMENT") is made and entered into as of the 30th day of March 2004, 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 December 19, 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  October  4,  2002 and that
certain Amendment Number Two to Secured Promissory Note dated as of December 31,
2003 (as amended, the "CONVERTIBLE NOTE").

         B. The Parties are delivering  this Amendment  pursuant to that certain
Letter Agreement, dated as of March 30, 2004.

         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 September 26, 2004.

         3. EVENT OF DEFAULT.  The Convertible Note is hereby amended to add the
following as an "Event of Default" thereunder:

                  (a) "The failure to pay by Borrower or any of its subsidiaries
(taken as a whole), any principal, interest, premium, or other amount payable to
any party other than Sharman Networks Limited or Europlay Capital Advisors, LLC,
with  respect  to any item of  indebtedness  aggregating  One  Hundred  Thousand
Dollars  ($100,000)  or which would allow for the  acceleration  or the right to
accelerate such indebtedness, which would permit the holder of such indebtedness
to cause  maturity  to occur or which would  allow for the  commencement  or the
right to commence remedies with respect thereto." and


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                  (b) "The failure to pay by Borrower or any of its subsidiaries
(taken as a whole),  after written demand  therefor,  any  principal,  interest,
premium, or other amount payable to Sharman Networks Limited or Europlay Capital
Advisors, LLC, with respect to any item of indebtedness  aggregating One Hundred
Thousand  Dollars  ($100,000) or which would allow for the  acceleration  or the
right to  accelerate  such  indebtedness,  which would permit the holder of such
indebtedness   to  cause  maturity  to  occur  or  which  would  allow  for  the
commencement or the right to commence  remedies with respect thereto;  PROVIDED,
HOWEVER,  that,  without the prior written consent of the Agent,  Borrower shall
not amend the terms of any such indebtedness until the Convertible Note has been
paid in full."

         4. 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,  the Investors  Rights
Agreement and the Guaranty  executed as of December 19, 2001 in connection  with
the Convertible  Note shall mean and be a reference to the  Convertible  Note as
and to the extent it is amended by this Amendment.

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

                            [NAME OF HOLDER]

                            By:
                                   ---------------------------------------------

                            Title:
                                   ---------------------------------------------


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