EXHIBIT 10.36


                                              AMENDMENT NUMBER TWO TO
                                       SECURED CONVERTIBLE PROMISSORRY NOTE


         THIS AMENDMENT NUMBER TWO TO SECURED CONVERTIBLE PROMISSORRY NOTE (this
"AMENDMENT")  is made and entered into as of the 31th day of December,  2003, 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 (as amended, the "CONVERTIBLE NOTE").

         B.       The Parties are  delivering  this  Amendment  pursuant to that
certain Letter Agreement, dated as of December 31, 2003.

         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 March 1, 2004.

         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.


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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:
                                         ---------------------------------------
                                         Kevin Bermeister
                                Title:   Chief Executive Officer


                                [NAME OF HOLDER]


                                By:
                                         ---------------------------------------

                                Title:
                                         ---------------------------------------


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