EXHIBIT 10.5


THIS SECURED CONVERTIBLE PROMISSORY NOTE 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 SECURED CONVERTIBLE
PROMISSORY NOTE 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.
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$_______                                                           May 23, 2001
                                                     Woodland Hills, California

                      BRILLIANT DIGITAL ENTERTAINMENT, INC.

                               SECURED CONVERTIBLE
                                 PROMISSORY NOTE


     FOR VALUE RECEIVED, Brilliant Digital Entertainment, Inc., a Delaware
corporation ("BORROWER"), located at 6355 Topanga Canyon Boulevard, Suite 120,
Woodland Hills, CA 91367, hereby unconditionally promises to pay to the order of
___________ ("LENDER"), and its successors, endorsees, transferees and assigns
(together with Lender, "HOLDER"), the principal sum of _____________ ($____),
or, such lesser amount as has been advanced by Lender to Borrower in accordance
with the Purchase Agreement (as defined below), and any unpaid accrued interest
thereon, as set forth below. The principal amount of this Convertible Note, and
any unpaid interest accrued thereon, shall be due and payable in full on
November 10, 2002 (the "MATURITY DATE") in the manner provided for in SECTION 3
below, unless this Convertible Note shall have been previously converted as
provided in SECTION 5 below.

     1. PURCHASE AGREEMENT. This Convertible Note has been executed and
delivered by Borrower pursuant to that certain Note and Warrant Purchase
Agreement, dated as of April ___, 2001, between Borrower and Lender, as amended
by that certain Amendment to Note And Warrant Purchase Agreements, dated as of
May 23, 2001, between Borrower and Agent (as amended, the "PURCHASE AGREEMENT").
Borrower herein agrees with Holder that Borrower will perform and discharge each
of its covenants and agreements contained in the Purchase Agreement as from time
to time amended and supplemented, the provisions of which Purchase Agreement are
hereby incorporated in this Convertible Note by reference with the same effect
as if it were set forth in full. The Purchase Agreement is subject to amendment
in the manner provided therein, and any such amendment shall be binding upon the
Holder and any subsequent holders of this Convertible Note. All capitalized
terms used herein and not defined herein shall have the meanings given such
terms in the Purchase Agreement.


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     2. INTEREST. Borrower agrees to pay simple interest on the unpaid principal
amount hereof. Interest shall accrue from the date of each advance to Borrower
in accordance with the Purchase Agreement until this Convertible Note is paid in
full at a rate equal to ten percent (10%) per annum. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months and the actual number of
days elapsed in the period during which it accrues. In no event shall the
interest paid hereunder, together with any other consideration paid or agreed to
be paid for the use, forbearance or detention of money advanced hereunder,
exceed the highest lawful rate permissible under any law which a court of
competent jurisdiction may deem applicable hereto. In the event that such a
court determines that the Holder has charged, received or contracted to receive
interest hereunder in excess of the highest lawful rate permissible, the
interest payable hereunder shall automatically be reduced to the maximum rate
permitted by law, and the Holder shall promptly refund to Borrower any interest
received by it in excess of the maximum lawful rate (with such reduction and
refund being made first with respect to cash interest amounts paid or payable
under this Convertible Note, and thereafter with respect to any other
consideration received by the Holder). It is the intent hereof that Borrower not
pay or contract to pay, and that the Holder not receive or contract to receive,
directly or indirectly in any manner whatsoever, interest in excess of that
which may lawfully be paid by Borrower under applicable law.

     3. PAYMENT. All payments of principal, interest and all other amounts
payable in respect of this Convertible Note shall be made by wire transfer in
lawful money of the United States of America in immediately available Federal
funds, to an account furnished to Borrower in writing for that purpose at least
two (2) business days prior to the Maturity Date. Holder shall, before disposing
of this Convertible Note or any part hereof, make a notation hereon of all
principal and interest payments previously made hereunder and of the date to
which interest hereon has been paid; PROVIDED, HOWEVER, that the failure to
correctly make a notation of any payment made on this Convertible Note shall not
limit or otherwise affect the obligation of Borrower under this Convertible Note
with respect to any loan evidenced hereby or payments of principal or interest
on this Convertible Note.

     4. PREPAYMENT. Borrower may not prepay this Convertible Note, in whole or
in party, without the prior written consent of the Holder. Any partial
prepayment, to the extent permitted by Holder, shall not affect the obligation
to continue to pay in full the amount of the payments hereunder until the entire
unpaid principal balance hereof and all accrued interest hereon has been paid in
full. Any such prepayment shall be applied first to interest and then to
principal.

     5. CONVERSION RIGHTS. The Holder, and any subsequent holder of this
Convertible Note, is entitled to the rights and benefits, and is subject to the
obligations, conditions and restrictions, set forth in the Purchase Agreement,
including without limitation the right to convert this Convertible Note into
certain securities of Borrower in the manner provided in the Purchase Agreement.

     6. TRANSFERS.

     (a) By acceptance hereof, the Holder acknowledges that this Convertible
Note and the capital stock of Borrower that may be issued upon its conversion
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
Convertible Note or any capital stock issued upon its conversion in the absence
of (i) an effective registration statement under the Securities Act as to this
Convertible Note


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<PAGE>


or such securities and registration or qualification of this Convertible Note or
such securities under any applicable Blue Sky or state securities laws then in
effect, or (ii) an opinion of counsel, reasonably satisfactory to Borrower, that
such registration and qualification are not required. Each certificate or other
instrument for capital stock issued upon the conversion of this Convertible Note
shall bear a legend in the form set forth in the Purchase Agreement.

     (b) Subject to the provisions of SECTION 6(A) hereof, this Convertible Note
and all rights hereunder are transferable, in whole or in part, upon surrender
of the Convertible Note with a properly executed assignment, in the form
prescribed by Borrower, at the principal office of Borrower; PROVIDED, HOWEVER,
that, except for transfers by Holder of all or any portion of this Convertible
Note to any parent, subsidiary or affiliate of Holder or to any officer,
director, partner or member of any such parent, subsidiary or affiliate, this
Convertible Note may not be transferred in whole or in part without the prior
written consent of Borrower.

     (c) Until any transfer of this Convertible Note is made in the Convertible
Note register, Borrower may treat the registered Holder as the absolute owner
hereof for all purposes; PROVIDED, HOWEVER, that if and when this Convertible
Note is properly assigned in blank, Borrower may (but shall not be required to)
treat the bearer hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.

     (d) Borrower will maintain a register containing the names and addresses of
the registered Holders of this Convertible Note. Any registered Holder may
change such registered Holder's address as shown on the Convertible Note
register by written notice to Borrower requesting such change.

     (e) In the reasonable discretion of Borrower, Borrower may condition any
transfer of all or any portion of this Convertible Note (other than a
disposition satisfying the conditions set forth in clause (i) of SECTION 6(A)
above) upon the transferee's delivery to Borrower of a written agreement, in
form and substance reasonably satisfactory to Borrower, whereby the transferee
(i) makes such representations and warranties to and for the benefit of Borrower
as are comparable to the representations and warranties of the purchaser of the
Convertible Note as set forth in the Purchase Agreement, as and to the extent
applicable to the proposed disposition, and (ii) agrees to be bound by the
transfer restrictions set forth in this SECTION 6.

     7. TRANSFER BY BORROWER. Borrower may not assign, and no person may assume,
any of the obligations of Borrower under this Convertible Note without the prior
written consent of Holder, which consent may be granted or withheld in Holder's
sole discretion, and any attempt to do so without such consent shall be void.

     8. EVENTS OF DEFAULT; REMEDIES.

     (a) EVENTS OF DEFAULT. The occurrence of any of the following shall
constitute an Event of Default hereunder:

          (i) Default in the payment of the principal of or interest on the
     indebtedness evidenced by the Convertible Note in accordance with the terms
     of the Convertible Note;


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          (ii) A default or event of default shall occur in respect of any of
     the other Convertible Notes or any other indebtedness of Borrower that
     exceeds, in the aggregate, $100,000 and, if subject to a cure right, such
     default or event of default shall not be cured within the applicable cure
     period;

          (iii) Borrower shall be liquidated, dissolved, partitioned or
     terminated, or the charter thereof shall expire or be revoked;

          (iv) Borrower (i) shall generally not pay or shall be unable to pay
     its debts as such debts become due, or (ii) shall make an assignment for
     the benefit of creditors or petition or apply to any tribunal for the
     appointment of a custodian, receiver or trustee for it or a substantial
     part of its assets, or (iii) shall commence any proceeding under any
     bankruptcy, reorganization, arrangement, readjustment of debt, dissolution
     or liquidation law or statute of any jurisdiction, whether now or hereafter
     in effect, or (iv) shall have had any such petition or application filed or
     any such proceeding commenced against it that is not dismissed within sixty
     (60) days, or (v) shall indicate, by any act or intentional and purposeful
     omission, its consent to, approval of or acquiescence in any such petition,
     application, proceeding or order for relief or the appointment of a
     custodian, receiver or trustee for it or a substantial part of its assets,
     or (vi) shall suffer any such custodianship, receivership or trusteeship to
     continue undischarged for a period of sixty (60) days or more;

          (v) Failure of Borrower to perform any of its obligations, covenants
     or agreements under the Purchase Agreement or any of the other Transaction
     Documents (other than the payment of the principal of or interest on the
     indebtedness evidenced by this Convertible Note, which shall be subject to
     SUBSECTION 8(A)(I) above and not this SUBSECTION (V));

          (vi) A default or event of default shall occur under any of the other
     Transaction Documents and, if subject to a cure right, such default or
     event of default shall not be cured within the applicable cure period;

          (vii) The Holder's inability to convert this Convertible Note into
     securities of Borrower upon written notice to Borrower as provided for in
     the Purchase Agreement due to Borrower's failure to comply with (and not
     due to the Holder's failure to meet all applicable investor suitability
     requirements of) the then-applicable requirements of all federal, state and
     local securities laws and regulatory agencies charged with enforcing
     securities laws as provided for in SECTION 2.4 of the Purchase Agreement;
     or

          (viii) A default or event of default shall occur in respect of any
     agreement of the Company that requires the payment by the Company of an
     amount in excess of $250,000.

     With respect to any Event of Default described above in SUBSECTIONS
8(A)(V), (VI) and (viii) that is capable of being cured and that does not
already provide its own cure procedure (a "CURABLE DEFAULT"), the occurrence of
such Curable Default shall not constitute an Event of Default hereunder if
Borrower provides notice to Holder of such Curable Default in accordance with
the provisions hereof within five (5) business days of Borrower learning of such
default and


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such Curable Default is fully cured and/or corrected within thirty (30) days of
Borrower's notice thereof to Holder.

     (b) ACCELERATION OF MATURITY; REMEDIES. Upon the occurrence of any Event of
Default described in SUBSECTION 8(A)(IV), the indebtedness evidenced by this
Convertible Note shall be immediately due and payable in full; and upon the
occurrence of any other Event of Default described above, Holder at any time
thereafter may at its option accelerate the maturity of the indebtedness
evidenced by this Convertible Note without notice of any kind. Upon the
occurrence of any such Event of Default and the acceleration of the maturity of
the indebtedness evidenced by the Convertible Note:

          (i) Holder shall be immediately entitled to exercise any and all
     rights and remedies possessed by Holder pursuant to the terms of this
     Convertible Note and all of the other Transaction Documents; and

          (ii) Holder shall have any and all other rights and remedies that
     Holder may now or hereafter possess at law, in equity or by statute.

     (c) REMEDIES CUMULATIVE; NO WAIVER. No right, power or remedy conferred
upon or reserved to Holder by this Convertible Note or any of the other
Transaction Documents is intended to be exclusive of any other right, power or
remedy, but each and every such right, power and remedy shall be cumulative and
concurrent and shall be in addition to any other right, power and remedy given
hereunder, under any of the other Transaction Documents or now or hereafter
existing at law, in equity or by statute. No delay or omission by Holder to
exercise any right, power or remedy accruing upon the occurrence of any Event of
Default shall exhaust or impair any such right, power or remedy or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein, and every right, power and remedy given by this Convertible Note and
the other Transaction Documents to Holder may be exercised from time to time and
as often as may be deemed expedient by Holder.

     9. SECURITY; GUARANTY. The Company's obligations under this Convertible
Note is secured by the collateral set forth in the Security Agreement and
guaranteed pursuant to the Guaranty.

     10. NOTICES. Any notice required by the provisions of this Convertible Note
to be given to Holder shall be delivered personally, telecopied, or sent by
certified mail or overnight via nationally recognized courier service (such as
Federal Express), addressed to Holder at the address appearing on the books of
Borrower. The date of personal delivery or telecopy or two (2) business days
after the date of mailing (or the next business day after delivery to such
courier service), as the case may be, shall be the date of such notice.

     11. GOVERNING LAW. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF.

     12. WAIVERS. Borrower waives presentment for payment, demand, notice of
demand, notice of nonpayment or dishonor, protest and notice of protest of this
Convertible Note, and all other notices in connection with the delivery,
acceptance, performance, default or enforcement of


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the payment of this Convertible Note, and Borrower agrees that its liability
shall be unconditional, without regard to the liability of any other party, and
shall not be affected in any manner by any indulgence, extension of time,
renewal, waiver or modification granted or consented to by Holder.

     13. ATTORNEYS FEES. Borrower promises to pay all reasonable costs and
expenses, including attorneys' fees, incurred in the collection and enforcement
of this Convertible Note, including, without limitation, enforcement before any
court and including all appellate proceedings.

     14. SEVERABILITY. Wherever possible each provision of this Convertible Note
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Convertible Note shall be
prohibited by or invalid under such law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Convertible Note and shall
be interpreted so as to be effective and valid.


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     IN WITNESS WHEREOF, Borrower has executed and delivered this Convertible
Note as of the day and year and at the place first written above.

                                    BRILLIANT DIGITAL ENTERTAINMENT, INC.,
                                    a Delaware corporation


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








                                SIGNATURE PAGE TO
                       SECURED CONVERTIBLE PROMISSORY NOTE


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