EXHIBIT 10.9

                                    [FORM OF]
                      BRILLIANT DIGITAL ENTERTAINMENT, INC.
                      DEFERRED COMPENSATION RELINQUISHMENT
                              OPPORTUNITY AGREEMENT

                                    RECITALS:

         WHEREAS, Brilliant Digital Entertainment,  Inc. ("Company") has adopted
the Brilliant Digital  Entertainment,  Inc. Deferred Compensation Plan effective
January 1, 1997 ("Plan") for the benefit of  ________________  ("Employee")  and
another  employee.  Except as otherwise  defined herein,  all capitalized  terms
shall have the meaning set forth in the Plan.

         WHEREAS,  in  accordance  with the terms of the Plan,  Employee  at the
request of the Company agreed to defer a portion of his compensation  until July
1, 2004, provided that such deferred  compensation  accrued interest at the rate
of 8% per annum  until  paid in full.  Under the Plan,  Company is  required  to
distribute  to Employee all  compensation  deferred by Employee  under the Plan,
together  with all accrued  interest  thereon,  no later than July 1, 2004.  The
amount of compensation Employee deferred pursuant to the Plan, together with all
interest accrued thereon, is reflected in Employee's Account.

         WHEREAS,  Company now desires to offer Employee a one-time  opportunity
to  relinquish  all of  Employee's  right,  title and  interest  under the Plan,
including all of  Employee's  right,  title and interest in  Employee's  Account
("Employee's Plan Benefit"), in exchange for the right to acquire, at a price of
$0.12 per share,  an amount of  Company  stock  calculated  in  accordance  with
Section 1.2 of this  Agreement  (the "Stock  Options").  The Stock Options shall
have a term of ten years and be  exercisable  by  Employee  in  accordance  with
Section 1.4 of this Agreement.

         NOW,  THEREFORE,  Company  has  determined  to offer the  Employee  the
one-time opportunity to relinquish  Employee's Plan Benefit and, in exchange, to
receive the Stock Options as follows:

SECTION 1:   ELECTION TO EXCHANGE PLAN BENEFITS FOR STOCK OPTIONS

                  1.1      Employee  shall have until June 30, 2003 to determine
whether he wishes to  relinquish  Employee's  Plan Benefit and, in exchange,  to
receive  the Stock  Options.  In the event  Employee  elects  not to  relinquish
Employee's  Plan Benefit,  Employee's Plan Benefit shall remain in effect and be
paid by Company in accordance with the Plan.

                  1.2      In the event Employee elects to relinquish Employee's
Plan  Benefit and receive the Stock  Options,  Employee  shall have the right to
receive, upon exercise of the Stock Options in accordance with the terms of this
agreement,  the number of shares derived by dividing the  Employee's  balance in
his Account  under the Plan on the date of such  election  (the  "Relinquishment
Amount")  by the  difference  between  (a) the  value of a share of stock of the
Company as of the date the Employee makes the election to relinquish  Employee's
Plan  Benefit,  which value shall be equal to the average  closing  price of the
Company's  Common  Stock on the


<PAGE>


American Stock Exchange for the 5 trading days immediately prior to the date the
Employee makes the election to relinquish  Employee's Plan Benefit and (b) $.12.
Employee shall have no right to exercise all or any portion of the Stock Options
except as provided in Section 1.4 below.

                  1.3      Employee  shall elect to relinquish  Employee's  Plan
Benefit and receive the Stock Options pursuant to the terms of this Agreement by
delivering written notice thereof to Company prior to June 30, 2003.  Employee's
notice pursuant to this Section 1.3 shall be delivered to Company at the address
set  forth in  Section  3 below.  As soon as  reasonably  practicable  following
receipt of Employee's notice, Company shall advise Employee in writing as to the
maximum number of shares of Company stock, calculated in accordance with Section
1.2 above, Employee shall be entitled to receive upon Employee's exercise of the
Stock Options in accordance with this Agreement.

                  1.4      In the event Employee elects to relinquish Employee's
Plan Benefit and receive the Stock Options,  the Stock Options shall be governed
by, and  Employee  shall be  entitled  to  exercise  the Stock  Options  only in
accordance with, the terms of the form of Stock Option Agreement  (Non-Statutory
Stock  Option)  attached  hereto as Exhibit A. The Stock  Options  will be fully
vested at the time of grant but not be  exercisable  by  Employee  until July 1,
2004.  In  addition,  to the extent the Company  remains  listed on the American
Stock Exchange and stockholder  approval of the Stock Option is required for the
Company to remain in compliance with the listing standards of the American Stock
Exchange, then the Stock Options shall automatically terminate and cease to have
any force or effect as of June 30,  2004 unless such  stockholder  approval  has
been duly  obtained by the Company on or prior to such date. In the event of any
such  termination  of the Stock  Options,  the Employee  Plan  Benefit  shall be
restored and Employee  shall be entitled to receive a cash payment  equal to the
Relinquishment  Amount on July 1, 2004. The Relinquishment  Amount will not bear
interest  during the period  commencing  on the date of  Employee's  election to
receive  the Stock  Options and ending on the date of  termination  of the Stock
Options.

SECTION 2:   TERMINATION OF AGREEMENT

                  1.5      The Company  shall have the right to  terminate  this
Agreement  prior to  Employee's  election  pursuant  to Section 1 above upon the
occurrence of any of the following:

                           (i)      Upon the death of the Employee; and

                           (ii)     For  "cause."  Cause shall be defined as the
                  Employee's commission of a crime of moral turpitude,  gross or
                  willful  misconduct,  or such other act which  would  severely
                  damage the reputation of the Company.

SECTION 3:   NOTICES. Any and all notices referred to herein shall be sufficient
if furnished in writing and sent by registered mail to the respective parties at
the respective addresses set forth below:


<PAGE>


COMPANY:                   Brilliant Digital Entertainment, Inc.
                           6355 Topanga Canyon Boulevard, Suite 120
                           Woodland Hills, California
                           91367

EMPLOYEE:                  [Name]
                           [Address]

SECTION 4:   ASSIGNMENT'S  BINDING  EFFECT.  This  Agreement shall  inure to the
benefit of, and be enforceable by the parties and their successors and assigns.

SECTION 5:   INTERPRETATION. Whenever possible, each provision of this Agreement
shall  be  interpreted  in such a  manner  as to be valid  and  effective  under
applicable law. If any of the provisions of this Agreement  shall  contravene or
be  invalid  under  the  laws  of  any  jurisdiction   where  applicable,   such
contravention  or invalidity  shall not invalidate all of the provisions of this
Agreement  but rather the Agreement  shall be construed,  insofar as the laws of
that  particular  jurisdiction  are concerned,  as not containing the invalid or
contravening  provision,  and the rights and obligations of the parties shall be
enforced to the fullest extent possible.

SECTION 6:   RECOVERY OF EXPENSES. In the event a dispute arises with respect to
this  Agreement,  the  prevailing  party in such  dispute  shall be  entitled to
recover all expenses, including, without limitation,  reasonable attorneys' fees
and  expenses  incurred in  ascertaining  such  party's  rights in  preparing to
enforce, or in enforcing such party's rights under this Agreement whether or not
it was necessary for such party to institute suit.

SECTION 7:   ENTIRE AGREEMENT.  This Agreement supersedes all prior  discussions
and  agreements  between the Company and  Employee  with  respect to the subject
matter hereof. This Agreement cannot be changed or terminated or any performance
or condition  waived,  in whole or in part except by writing signed by the party
against whom  enforcement of the changes,  termination or waiver is sought.  The
waiver of any breach of any term or  condition  of this  Agreement  shall not be
deemed to  constitute  the  waiver of any other  breach of the same or any other
term and condition.

SECTION 8:   EXECUTION OF  COUNTERPARTS.  This  Agreement may be executed in any
number of  counterparts,  each of which shall be deemed an original,  but all of
which shall constitute one and the same instrument.

SECTION 9:   GOVERNING  LAW. The validity and effect of this Agreement  shall be
governed and construed and enforced in accordance  with the laws of the State of
California.


<PAGE>


IN WITNESS WHEREOF, the parties have entered into this agreement effective as of
May 30, 2003.



COMPANY                     BRILLIANT DIGITAL ENTERTAINMENT, INC.

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


EMPLOYEE
                            -----------------------------------------------
                            [Name]




<PAGE>


                                    Exhibit A
                             Stock Option Agreement


<PAGE>


                      BRILLIANT DIGITAL ENTERTAINMENT, INC.
                           NON-STATUTORY STOCK OPTION:
                          NOTICE OF STOCK OPTION GRANT

         You ("OPTIONEE")  have been granted the following option (the "OPTION")
to purchase Common Stock ($.001 par value) of Brilliant  Digital  Entertainment,
Inc. (the "COMPANY"):

         Name of Optionee:

         Total Number of Shares Granted:

         Type of Option:                      Non-Qualified Stock Option

         Exercise Price Per Share:            $0.12

         Date of Grant:                       ________ __, 2003

         Date Exercisable:                    July 1, 2004

         Expiration Date:                     ________   __,   2013;   PROVIDED,
                                              HOWEVER,  that to the  extent  the
                                              Company   remains  listed  on  the
                                              American    Stock   Exchange   and
                                              stockholder   approval   of   this
                                              Option is required for the Company
                                              to remain in  compliance  with the
                                              listing  standards of the American
                                              Stock  Exchange,  then this Option
                                              shall automatically  terminate and
                                              cease to have any  force or effect
                                              as of June 30,  2004  unless  such
                                              stockholder approval has been duly
                                              obtained  by  the  Company  on  or
                                              prior to such date.

         By your  signature and the  signature of the  Company's  representative
below,  you and the Company agree that this option is granted under and governed
by the terms and conditions of the Brilliant Digital  Entertainment,  Inc. Stock
Option Agreement  (Non-Statutory Stock Option),  which is attached to and made a
part of this document.


                                              BRILLIANT DIGITAL
OPTIONEE:                                     ENTERTAINMENT, INC.


By:                                          By:
      ----------------------------                 -----------------------------
                                                      Tyler Tarr
Print Name:                                  Its:     Chief Financial Officer


<PAGE>


                                     ANNEX I

                      BRILLIANT DIGITAL ENTERTAINMENT, INC.
                             STOCK OPTION AGREEMENT
                          (NON-STATUTORY STOCK OPTION)

         1.       GRANT OF OPTION

                  1.1      OPTION.  On the terms and conditions set forth in the
Notice of Stock  Option  Grant and this  Agreement,  the  Company  grants to the
Optionee the Option to purchase at the  Exercise  Price the number of Shares set
forth in the Notice of Stock  Option  Grant.  This  option is  intended  to be a
Non-Qualified Stock Option.

                  1.2      DEFINED TERMS.  Capitalized  terms are defined at the
end of this Agreement.

         2.       RIGHT TO EXERCISE

         Subject to the other  conditions  set forth in this  Agreement,  all or
part of this option may be exercised  prior to its  expiration or termination at
the time or times set forth in the Notice of Stock  Option  Grant.  In addition,
all  of  the  remaining  unexercised  options  shall  immediately  become  fully
exercisable if: (a) a Change in Control occurs, and (b) solely to the extent the
Company remains listed on the American Stock Exchange and  stockholder  approval
of this Option is  required  for the  Company to remain in  compliance  with the
listing standards of the American Stock Exchange,  that stockholder approval has
been duly obtained by the Company.

         3.       NO TRANSFER OR ASSIGNMENT OF OPTION

         Except as provided  herein,  Optionee may not assign,  sell or transfer
the Option,  in whole or in part, other than by will or by operation of the laws
of descent and distribution.  The Board of Directors, in its sole discretion may
permit the  transfer  of the Option as  follows:  (i) by gift to a member of the
Optionee's  immediate  family  or  (ii) by  transfer  by  instrument  to a trust
providing  that the  Option is to be passed to  beneficiaries  upon death of the
trustor  (either or both (i) or (ii)  referred to as a "PERMITTED  TRANSFEREE").
For purposes of this SECTION 3,  "IMMEDIATE  FAMILY"  shall mean the  Optionee's
spouse  (including  a former  spouse  subject to terms of a  domestic  relations
order);  child,  stepchild,   grandchild,   child-in-law;   parent,  stepparent,
grandparent,  parent-in-law;  sibling  and  sibling-in-law,  and  shall  include
adoptive relationships.  A transfer permitted under this SECTION 3 hereof may be
made only upon written notice to and approval  thereof by Board of Directors.  A
Permitted  Transferee may not further  assign,  sell or transfer the transferred
option,  in whole or in part,  other than by will or by operation of the laws of
descent and  distribution.  A Permitted  Transferee shall agree in writing to be
bound by the provisions of this Agreement.

         4.       EXERCISE PROCEDURES

                  4.1      NOTICE OF EXERCISE.  The  Optionee or the  Optionee's
representative  may exercise this option by  delivering a written  notice in the
form of Exhibit A attached  hereto  ("NOTICE OF EXERCISE") to the Company in the
manner specified pursuant to SECTION 9.3 hereof.


<PAGE>


Such notice shall  specify the election to exercise  this option,  the number of
Shares  for which it is being  exercised  and the form of  payment,  which  must
comply with  SECTION 5. The notice shall be signed by the person who is entitled
to exercise this option. In the event that this option is to be exercised by the
Optionee's   representative,   the  notice   shall  be   accompanied   by  proof
(satisfactory  to the Company) of the  representative's  right to exercise  this
option.

                  4.2      ISSUANCE OF SHARES.  After  receiving a proper notice
of exercise,  the Company shall cause to be issued a certificate or certificates
for the Shares as to which this  option has been  exercised,  registered  in the
name of the person  exercising  this  option (or in the names of such person and
his or her  spouse as  community  property  or as joint  tenants  with  right of
survivorship).  The Company shall cause such  certificate or  certificates to be
delivered to or upon the order of the person exercising this option.

                  4.3      WITHHOLDING  TAXES.  In the  event  that the  Company
determines  that it is required to withhold  any tax as a result of the exercise
of this  option,  the  Optionee,  as a condition to the exercise of this option,
shall make arrangements  satisfactory to the Company to enable it to satisfy all
withholding requirements. The Optionee shall also make arrangements satisfactory
to the Company to enable it to satisfy  any  withholding  requirements  that may
arise in  connection  with the exercise or  disposition  of Shares  purchased by
exercising this option.

         5.       PAYMENT FOR STOCK

                  5.1      GENERAL  RULE.  The entire  Exercise  Price of Shares
issued upon exercise of the Option shall be payable in full by cash or check for
an amount equal to the aggregate  Exercise  Price for the number of shares being
purchased. Alternatively, the Exercise Price may be paid by:

                           5.1.1    CASHLESS EXERCISE. A copy of instructions to
a broker  directing  such  broker to sell the Shares  for which  this  option is
exercised,  and to remit to the Company  the  aggregate  Exercise  Price of such
option;

                           5.1.2    STOCK-FOR-STOCK  EXERCISE.  Paying  all or a
portion  of the  Exercise  Price for the  number of Shares  being  purchased  by
tendering  Shares  owned by the  Optionee,  duly  endorsed  for  transfer to the
Company, with a Fair Market Value on the date of delivery equal to the aggregate
Purchase Price of the shares with respect to which this option or portion hereof
is exercised; or

                           5.1.3    ATTESTATION  EXERCISE.  By a stock for stock
exercise by means of  attestation  whereby the Optionee  identifies for delivery
specific  Shares already owned by Optionee and receives a number of Shares equal
to the difference between the Option Shares thereby exercised and the identified
attestation Shares.

                  5.2      WITHHOLDING PAYMENT. The Exercise Price shall include
payment of the amount of all federal,  state,  local or other income,  excise or
employment taxes subject to withholding (if any) by the Company or any parent or
subsidiary  corporation  as a result  of the  exercise  of a Stock  Option.  The
Optionee  may  pay all or a  portion  of the tax  withholding  by cash or  check
payable to the Company,  or, at the  discretion of the Board of Directors,  upon
such terms as the Board of Directors shall approve,  by (i) cashless exercise or
attestation  exercise;  (ii)


                                       2


<PAGE>


Stock-for-Stock  exercise;  (iii) in the case of an  Option,  by paying all or a
portion of the tax  withholding  for the  number of shares  being  purchased  by
withholding  shares  from  any  transfer  or  payment  to the  Optionee  ("STOCK
WITHHOLDING");  or (iv) a combination  of one or more of the  foregoing  payment
methods.  The fair  market  value  of the  number  of  shares  subject  to Stock
withholding shall not exceed an amount equal to the applicable  minimum required
tax withholding rates.

         6.       TERM AND EXPIRATION

                  6.1      BASIC TERM. This option shall expire and shall not be
exercisable  after the  Expiration  Date specified in the Notice of Stock Option
Grant.

                  6.2      EXERCISE AFTER DEATH.  All or part of this option may
be exercised at any time before its  expiration  under  SECTION 6.1 above by the
executors or  administrators  of the Optionee's  estate or by any person who has
acquired  this option  directly  from the Optionee by  beneficiary  designation,
bequest or  inheritance.  When the  Optionee  dies,  this  option  shall  remain
exercisable  pursuant to the terms hereof until the Expiration Date specified in
the Notice of Stock Option Grant.

         7.       ADJUSTMENTS TO NUMBER OF OPTION SHARES

         The number of Shares  issuable  upon  exercise  of this  Option (or any
shares of stock or other  securities  or property  receivable  or issuable  upon
exercise of this Option) and the Exercise  Price are subject to adjustment  upon
occurrence of the following events:

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

                  7.2      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 Stock (or any shares of
stock or other  securities  at the time  issuable  upon  exercise of the Option)
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 Optionee 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 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  Optionee would have been entitled upon such date
if Optionee  had  exercised  this Option 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


                                       3


<PAGE>


other assets  distributed  with respect to such shares as aforesaid  during such
period giving effect to all adjustments called for by this SECTION 7.

                  7.3      RECLASSIFICATION. If the Company, by reclassification
of  securities  or  otherwise,  shall change any of the  securities  as to which
purchase  rights under this Option exist into the same or a different  number of
securities of any other class or classes, this Option 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  Option  immediately  prior to such
reclassification  or other change,  and the Exercise  Price  therefore  shall be
appropriately  adjusted,  all subject to further  adjustment as provided in this
SECTION 7. No  adjustment  shall be made  pursuant to this  SECTION 7.3 upon any
conversion or redemption of the Stock which is the subject of SECTION 7.5.

                  7.4      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  Optionee  shall  thereafter  be  entitled  to receive  upon
exercise of this Option,  during the period specified herein and upon payment of
the  Exercise  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 Option would have been entitled to receive in
such reorganization,  consolidation, merger, sale or transfer if this Option had
been exercised  immediately before such reorganization,  merger,  consolidation,
sale or transfer,  all subject to further adjustment as provided in this SECTION
7. The  foregoing  provisions  of this  SECTION  7.4  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 Option. If the per-share  consideration payable to the
Optionee 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 Board of  Directors.  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
Option  with  respect to the  rights and  interests  of the  Optionee  after the
transaction,  to the end that the  provisions of this Option 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 Option.

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


                                       4


<PAGE>


immediately  adjusted  such that the  aggregate  Purchase  Price of the  maximum
number of  securities  or other  property  for which this Option is  exercisable
immediately after the Termination Date is equal to the aggregate  Purchase Price
of  the  maximum  number  of  Shares  for  which  this  Option  was  exercisable
immediately prior to the Termination Date, all subject to further  adjustment as
provided herein.

         8.       RESTRICTIONS ON TRANSFER

                  8.1      LEGALITY  OF  INITIAL  ISSUANCE.  No Shares  shall be
issued  upon the  exercise  of this  option  unless  and until the  Company  has
determined that:

                           8.1.1    It and the  Optionee  have taken any actions
required  to  register  the  Shares  under the  Securities  Act or to perfect an
exemption from the registration requirements thereof;

                           8.1.2    Any  applicable  listing  requirement of any
stock exchange on which Stock is listed has been satisfied; and

                           8.1.3    Any other  applicable  provision of state or
federal law has been satisfied.

                  8.2      SECURITIES  LAW  RESTRICTIONS.  Regardless of whether
the offering and sale of Shares under this Agreement have been registered  under
the  Securities  Act or have been  registered or qualified  under the securities
laws of any state,  the Company at its discretion may impose  restrictions  upon
the sale,  pledge or other  transfer of such Shares  (including the placement of
appropriate  legends on stock  certificates  or the imposition of  stop-transfer
instructions)  if,  in  the  judgment  of the  Company,  such  restrictions  are
necessary or desirable in order to achieve  compliance  with the Securities Act,
the securities laws of any state or any other law.

                  8.3      INVESTMENT  INTENT AT GRANT. The Optionee  represents
and agrees that the Shares to be acquired  upon  exercising  this option will be
acquired for investment, and not with a view to the sale or distribution thereof
in violation of applicable securities laws.

                  8.4      INVESTMENT INTENT AT EXERCISE.  In the event that the
sale of Shares under this Agreement is not  registered  under the Securities Act
but an exemption is available  which  requires an investment  representation  or
other  representation,  the Optionee  shall  represent  and agree at the time of
exercise that the Shares being  acquired upon  exercising  this option are being
acquired for investment, and not with a view to the sale or distribution thereof
in  violation  of  applicable   securities  laws,  and  shall  make  such  other
representations  as are deemed  necessary or  appropriate by the Company and its
counsel.

                  8.5      LEGENDS. All certificates evidencing Shares purchased
under this  Agreement in an  unregistered  transaction  shall bear the following
legend (and such other  restrictive  legends as are required or deemed advisable
under the provisions of any applicable law):


                                       5


<PAGE>


                  "THE  SHARES   REPRESENTED   HEREBY  HAVE  NOT  BEEN
                  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
                  AMENDED,  AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE
                  TRANSFERRED   WITHOUT  AN   EFFECTIVE   REGISTRATION
                  THEREOF  UNDER SUCH ACT OR AN  OPINION  OF  COUNSEL,
                  SATISFACTORY  TO THE COMPANY AND ITS  COUNSEL,  THAT
                  SUCH REGISTRATION IS NOT REQUIRED."

                  8.6      REMOVAL OF LEGENDS. If, in the opinion of the Company
and its counsel,  any legend placed on a stock certificate  representing  Shares
sold under this Agreement no longer is required,  the holder of such certificate
shall be entitled to exchange such  certificate  for a certificate  representing
the same number of Shares but without such legend.

                  8.7      ADMINISTRATION.  Any determination by the Company and
its counsel in  connection  with any of the matters set forth in this  SECTION 8
shall be conclusive and binding on the Optionee and all other persons.

         9.       MISCELLANEOUS PROVISIONS

                  9.1      RIGHTS AS A SHAREHOLDER. Neither the Optionee nor the
Optionee's representative shall have any rights as a shareholder with respect to
any  Shares  subject  to  this  option  until  the  Optionee  or the  Optionee's
representative  becomes  entitled  to receive  such Shares by filing a notice of
exercise  and paying the  Purchase  Price  pursuant  to SECTION 4 and  SECTION 5
hereof.

                  9.2      NO RETENTION RIGHTS.  Nothing in this Agreement shall
confer upon the Optionee any right to continue in  employment  or other  service
with the  Company  for any period of  specific  duration  or  interfere  with or
otherwise  restrict  in any way the  rights  of the  Company  (or any  Parent or
Subsidiary employing or retaining the Optionee) or of the Optionee, which rights
are hereby  expressly  reserved by each,  to terminate  his  employment or other
service with the Company at any time and for any reason, with or without Cause.

                  9.3      NOTICE.  Any  notice  required  by the  terms of this
Agreement shall be given in writing and shall be deemed  effective upon personal
delivery or upon deposit with the United States Postal Service, by registered or
certified mail, with postage and fees prepaid.  Notice shall be addressed to the
Company at its  principal  executive  office and to the  Optionee at the address
that he or she most recently provided to the Company.

                  9.4      ENTIRE  AGREEMENT.  The Notice of Stock  Option Grant
and this  Agreement  constitute the entire  contract  between the parties hereto
with regard to the subject matter hereof.  They supersede any other  agreements,
representations  or understandings  (whether oral or written and whether express
or implied) that relate to the subject matter hereof.

                  9.5      CHOICE OF LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF CALIFORNIA,  AS SUCH
LAWS ARE APPLIED TO CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.


                                       6


<PAGE>


         10.      DEFINITIONS

                  10.1     "AGREEMENT" shall mean this Stock Option Agreement.

                  10.2     "BOARD  OF   DIRECTORS"   shall  mean  the  Board  of
Directors of the Company,  as  constituted  from time to time or, if a Committee
has been appointed, such Committee.

                  10.3     "CHANGE IN CONTROL"  shall mean (i) the  consummation
of a merger or  consolidation  of the Company with or into another entity or any
other corporate reorganization, if more than 50% of the combined voting power of
the continuing or surviving entity's  securities  outstanding  immediately after
such  merger,  consolidation  or other  reorganization  is  owned,  directly  or
indirectly,  by persons who were not  shareholders  of the  Company  immediately
prior to such merger,  consolidation or other reorganization;  or (ii) the sale,
transfer  or other  disposition  of all or  substantially  all of the  Company's
assets.  A  transaction  shall not  constitute  a Change in  Control if its sole
purpose is to change  the state of the  Company's  incorporation  or to create a
holding company that will be owned in substantially  the same proportions by the
persons who held the Company's securities immediately before such transaction.

                  10.4     "CODE" shall mean the Internal  Revenue Code of 1986,
as amended.

                  10.5     "COMMITTEE"  shall mean a  committee  of the Board of
Directors,  appointed  by the Board of  Directors to  administer  the  Company's
employee stock option plan generally or this Agreement specifically.

                  10.6     "COMPANY" shall mean Brilliant Digital Entertainment,
Inc., a Delaware corporation.

                  10.7     "DATE OF GRANT" shall mean the date  specified in the
Notice of Stock Option Grant.

                  10.8     "EXERCISE  PRICE" shall mean the amount for which one
Share may be  purchased  from the  Company  upon  exercise  of this  option,  as
specified in the Notice of Stock Option Grant.

                  10.9     "FAIR MARKET  VALUE" shall mean the fair market value
of a Share, determined as follows: (1) if the Stock is listed on any established
stock exchange or a national  market system,  including  without  limitation the
Nasdaq National  Market,  the Fair Market Value of a share of Stock shall be the
closing  sales  price  for such  stock (or the  closing  bid,  if no sales  were
reported)  as  quoted on such  system  or  exchange  (or the  exchange  with the
greatest volume of trading in the Stock) on the last market trading day prior to
the day of  determination,  as reported in the Wall Street Journal or such other
source as the Board  deems  reliable;  (2) if the Stock is quoted on the  Nasdaq
System  (but not on the  Nasdaq  National  Market) or is  regularly  quoted by a
recognized  securities  dealer but  selling  prices are not  reported,  the Fair
Market  Value of a share of Stock  shall be the mean  between  the bid and asked
prices  for the  Stock  on the  last  market  trading  day  prior  to the day of
determination,  as reported in the Wall Street  Journal or such other  source as
the Board deems  reliable;  and (3) in the absence of an established  market for
the Stock,  the Fair Market Value shall be determined in good faith by the Board
of Directors.


                                       7


<PAGE>


                  10.10    "NON-QUALIFIED  STOCK  OPTION"  shall  mean  a  stock
option not described in Sections 422(b) or 423(b) of the Code.

                  10.11    "NOTICE  OF  STOCK  OPTION   GRANT"  shall  mean  the
document so entitled, to which this Agreement is attached.

                  10.12    "OPTIONEE"  shall  mean the  individual  named in the
Notice of Stock Option Grant.

                  10.13    "PURCHASE   PRICE"  shall  mean  the  Exercise  Price
multiplied  by the number of Shares  with  respect to which this option is being
exercised.

                  10.14    "SECURITIES  ACT"  shall mean the  Securities  Act of
1933, as amended.

                  10.15    "SHARE" shall mean one share of Stock, as adjusted in
accordance with SECTION 7.

                  10.16    "STOCK"  shall  mean  the  Common  Stock  ($.001  par
value).


                                       8


<PAGE>


                                    EXHIBIT A

                               NOTICE OF EXERCISE
                 (To be signed only upon exercise of the Option)

Brilliant Digital Entertainment, Inc.
6355 Topanga Canyon Boulevard, Suite 120
Woodland Hills, CA 91367

         The  undersigned,  the holder of the enclosed  Stock Option  Agreement,
hereby  irrevocably  elects to exercise the purchase  rights  represented by the
Option and to purchase  thereunder  ______*  shares of Common  Stock  ($.001 par
value) of Brilliant Digital  Entertainment,  Inc. (the "COMPANY"),  and herewith
encloses  payment of $_______ and/or  _________  shares of the Company's  common
stock in full payment of the purchase price of such shares being purchased.

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





                                      ------------------------------------------
                                      (Signature  must conform in all respects
                                      to name of holder as specified on the face
                                      of the Option)


                                      ------------------------------------------
                                      (Please Print Name)


                                      ------------------------------------------
                                      (Please Print Address)


         * Insert  here  the  number  of  shares  called  for on the face of the
Option,  or,  in the case of a partial  exercise,  the  number  of shares  being
exercised,  in either case without making any  adjustment for additional  Common
Stock  ($.001 par value) of the  Company,  other  securities  or property  that,
pursuant to the adjustment  provisions of the Option,  may be  deliverable  upon
exercise.