EXHIBIT 10.4

THE WARRANT  EVIDENCED  OR  CONSTITUTED  HEREBY,  AND ALL SHARES OF COMMON STOCK
ISSUABLE HEREUNDER,  HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT") AND MAY NOT BE SOLD,
OFFERED FOR SALE,  TRANSFERRED,  PLEDGED OR  HYPOTHECATED  WITHOUT  REGISTRATION
UNDER THE ACT UNLESS  EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL,
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT
REGISTRATION  IS NOT REQUIRED IN CONNECTION  WITH SUCH  DISPOSITION  OR (ii) THE
SALE OF SUCH  SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE  COMMISSION
RULE 144.

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

NO. __                                                          February 1, 2002

THIS CERTIFIES THAT, for value received, VoxPop LLC, 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  after  the  issuance  date of this
Warrant (the "EFFECTIVE Date"), and before 5:00 p.m. Pacific Time on January 31,
2006 (the "EXPIRATION DATE"), to purchase from Brilliant Digital  Entertainment,
Inc.,  a  Delaware  corporation  (the  "COMPANY"),  up to Two  Hundred  Thousand
(200,000)  shares of Common  Stock of the  Company at a price per share of $0.15
(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

          (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



<PAGE>


          (d)  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, 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  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.

     2.3  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


<PAGE>


     2.4  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 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


                                       3


<PAGE>


          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.

     4.4  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 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


                                       4


<PAGE>


          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 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


                                       5


<PAGE>


     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  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,  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.  The Holder, by acceptance  hereof,  agrees that,
     absent an effective  registration  statement  filed with the Securities and
     Exchange  Commission  (the "SEC")  under the  Securities  Act  covering the
     disposition  or sale of this Warrant or the Common Stock issued or issuable
     upon exercise hereof, as the case may be, and registration or qualification
     under  applicable  state  securities  laws,  such  Holder  will  not  sell,
     transfer,  pledge, or hypothecate any or all of this Warrant or such Common
     Stock,  as the case may be,  unless  either (i) the Company has received an
     opinion of counsel,  in form and substance  reasonably  satisfactory to the
     Company, to the effect that such registration is not required in connection
     with such  disposition or (ii) the sale of such securities is made pursuant
     to SEC Rule 144.

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


                                       6



<PAGE>


     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,  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  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER  THE
     SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR UNDER THE
     SECURITIES LAWS OF ANY STATE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
     ON  TRANSFERABILITY  AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
     AS  PERMITTED  UNDER  THE ACT AND THE  APPLICABLE  STATE  SECURITIES  LAWS,
     PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE
     THAT THEY MAY BE REQUIRED TO BEAR THE  FINANCIAL  RISKS OF THIS  INVESTMENT
     FOR AN  INDEFINITE  PERIOD  OF TIME.  THE  ISSUER OF THESE  SECURITIES  MAY
     REQUIRE AN OPINION OF  COUNSEL IN FORM AND  SUBSTANCE  SATISFACTORY  TO THE
     ISSUER TO THE EFFECT THAT ANY PROPOSED  TRANSFER OR RESALE IS IN COMPLIANCE
     WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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;  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.


                                       7


<PAGE>


     To Holder:                            To the Company:
     VOXPOP LLC                            BRILLIANT DIGITAL ENTERTAINMENT, INC.
     608 Radcliffe Avenue                  6355 Topanga Canyon Blvd., Suite 120
     Pacific Palisades, CA 90272           Los Angeles, CA 91367
     Attn:    Mr. Peter Read               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.  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.

16.  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.

17.  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.


                                       8


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the
Effective Date.

VoxPop LLC                               Brilliant Digital Entertainment, Inc.

/s/ Peter Read                           /s/ Kevin Bermeister
-------------------------------          ------------------------------------
By                                       By

Peter Read                               Kevin Bermeister
-------------------------------          ------------------------------------
Printed Name                             Printed Name

                                         President & CEO
-------------------------------          ------------------------------------
Title                                    Title






               SIGNATURE PAGE TO WARRANT TO PURCHASE COMMON STOCK


                                       9


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