EXHIBIT 10.5

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. __                                                             June 11, 2003

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 June  11,  2006  (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 $0.28125  (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      "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.

         1.2      "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;


 <PAGE>


                  (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

                  (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.

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

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

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:


                                       2
<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.

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


                                       3
<PAGE>


         Warrant  (or any  shares  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.


                                       4
<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.


                                       7
<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  required  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
         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;


                                       8
<PAGE>


         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:
         [NAME]                          BRILLIANT DIGITAL ENTERTAINMENT, INC.
         [ADDRESS]                       6355 Topanga Canyon Blvd., Suite 120
                                         Woodland Hills, CA 91367
         Attn:                           Attn:  Chief Financial Officer
         Fax Number:                     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  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.


                                       9
<PAGE>


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.

[HOLDER]                                  Brilliant Digital Entertainment, Inc.


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

                                          Tyler Tarr
--------------------------------          --------------------------------------
Printed Name                              Printed Name

                                          Chief Financial Officer
--------------------------------          --------------------------------------
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.