EXHIBIT 10.73


                            AMENDMENT NUMBER FIVE TO
                       SECURED CONVERTIBLE PROMISSORY NOTE


         THIS AMENDMENT NUMBER FIVE 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 May 23, 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 December 19, 2001, by
that certain Amendment No. Two to Secured Convertible  Promissory Note, dated as
of October 4, 2002, by that certain Amendment Number Three to Secured Promissory
Note dated as of December  31,  2003,  and that  certain  Amendment  No. Four 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 and the  definition  of Purchase
Agreement 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 the 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.


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

         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 and the Guaranty  executed as of May 23, 2001
in connection with the Convertible  Note, and in the Investors  Rights Agreement
executed  as of  December  19,  2001,  shall  mean  and  be a  reference  to the
Convertible Note as and to the extent it is amended by this Amendment and by 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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