EXHIBIT 10.74


                            AMENDMENT NUMBER FOUR TO
                       SECURED CONVERTIBLE PROMISSORY NOTE


         THIS AMENDMENT NUMBER FOUR TO SECURED CONVERTIBLE PROMISSORY NOTE (this
"AMENDMENT") is made and entered into as of the 26th day of September,  2004, 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  $______  which  note has  been  amended  by that  certain
Amendment No. One to Secured Convertible Promissory Note, dated as of October 4,
2002, that certain  Amendment Number Two to Secured  Promissory Note dated as of
December 31, 2003, and that certain  Amendment No. Three to Secured  Convertible
Promissory  Note,  dated as of March  30,  2004 (as  amended,  the  "CONVERTIBLE
NOTE").

         B.       The Parties are  delivering  this  Amendment  pursuant to that
certain Letter Agreement, dated as of September 26, 2004.

         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.
"Purchase  Agreement"  as used in the  Convertible  Note shall mean that certain
Note and Warrant  Purchase  Agreement  dated as of April 19, 2001 (together with
all  schedules and exhibits  thereto,  the "Original  Purchase  Agreement"),  as
amended, that certain Letter Agreement dated as of March 30, 2004 by and between
Borrower and each Holder, providing for, among other things, an extension of the
Maturity Date, that certain Letter  Agreement dated as of September 26, 2004, by
and between  Borrower and each Holder,  providing  for,  among other things,  an
additional  extension  of  the  Maturity  Date,  including,  in all  cases,  the
Transaction  Documents  related thereto,  as amended,  all of which  agreements,
including the Transaction Documents, as amended, are deemed to be amendments and
supplements to the Original Purchase Agreement and thus, a part of the "Purchase
Agreement" as defined herein.

         2.       MATURITY  DATE.  The  Convertible  Note is hereby  amended  to
change the definition of "Maturity Date" therein to mean September 26, 2005.


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         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  and any  amendments to the Purchase  Agreement.  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 and any amendments to the Purchase Agreement.

         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:
                                  ----------------------------------------------
                                  Tyler Tarr
                           Title: Chief Financial Officer


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