EXHIBIT 10.6

                             AMENDMENT NUMBER ONE TO
                      SECURED CONVERTIBLE PROMISSORY NOTE


     THIS AMENDMENT  NUMBER ONE TO SECURED  CONVERTIBLE  PROMISSORY  NOTE (this
"AMENDMENT") is made and entered into as of the 4th day of October, 2002, by and
between  BRILLIANT  DIGITAL  ENTERTAINMENT,  INC., a Delaware  corporation  (the
"BORROWER"), and ________________ ("HOLDER").

                                    RECITALS

     A.  The  Company  has  issued  in favor of  Holder  a  Secured  Convertible
Promissory Note, dated as of December 19, 2001, in the original principal amount
of $________ (the "CONVERTIBLE NOTE").

     B.  The Parties  are  delivering  this  Amendment  pursuant to that certain
Letter Agreement, dated as of October 2, 2002.

     C.  The Company and Borrower each desire to further  amend the  Convertible
Note to change the Maturity Date as provided herein.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing and for good and valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Borrower and Holder hereby agree as follows:

     1.  DEFINITIONS. Capitalized terms used herein and not defined herein shall
have the meanings given such terms in the Convertible Note.

     2.  MATURITY  DATE. The  Convertible  Note is hereby  amended to change the
definition of "Maturity Date" therein to mean December 31, 2003.

     3.  MISCELLANEOUS.  Except as expressly set forth in this Amendment, all of
the terms of the  Convertible  Note shall  remain in full force and effect.  All
references in the Convertible Note to "Convertible Note", "hereunder", "hereof",
or words of like import  referring to the  Convertible  Note shall mean and be a
reference  to the  Convertible  Note as and to the  extent it is amended by this
Amendment.  All  references  to the  Convertible  Note in the Note  and  Warrant
Purchase  Agreement,  the Security and Pledge  Agreement,  the Investors  Rights
Agreement and the Guaranty  executed as of December 19, 2001 in connection  with
the Convertible  Note shall mean and be a reference to the  Convertible  Note as
and to the extent it is  amended  by this  Amendment.  This  Amendment  shall be
governed by and construed in accordance with the laws of the State of California
applicable to contracts made in, and to be performed within, said state.


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     IN WITNESS  WHEREOF,  the parties hereto have executed this  Amendment,  or
have caused this Amendment to be executed by their duly authorized officers,  as
of the day and year first above written.

                             BRILLIANT DIGITAL ENTERTAINMENT, INC.,
                             a Delaware corporation


                             By:
                                      ---------------------------
                                      Robert Chmiel
                             Title:   Chief Operating Officer and
                                      Chief Financial Officer


                             [NAME OF HOLDER]


                             By:

                             Title:


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