EXHIBIT 10.35


                            AMENDMENT NUMBER THREE TO
                      SECURED CONVERTIBLE PROMISSORRY NOTE


         THIS AMENDMENT  NUMBER THREE 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 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 and by
that certain Amendment No. Two 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  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.


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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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