EXHIBIT 10.75


                             AMENDMENT NO. THREE TO
                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                      BRILLIANT DIGITAL ENTERTAINMENT, INC.

         THIS  AMENDMENT  NO.  THREE TO WARRANT TO  PURCHASE  COMMON  STOCK (the
"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
"CORPORATION"), and _____________ (the "HOLDER").

         A.       The Holder is the holder of that  certain  Warrant to Purchase
Common  Stock No.  ___  dated as of May 23,  2001,  issued to the  Holder by the
Corporation,  as amended by that certain  Amendment Number One to the Warrant to
Purchase  Common Stock,  dated December 19, 2001, and as further amended by that
certain Amendment Number 2 to the Warrant to Purchase Common Stock,  dated March
30, 2004 (as amended, the "WARRANT").

         B.       In  connection  with  the  transactions  contemplated  by that
certain Letter  Agreement by and between the  Corporation and Holder dated as of
September  26,  2004,  the  parties  have agreed to amend  certain  terms of the
Warrant in accordance with the terms hereof.

         NOW,  THEREFORE,  in  consideration  of the premises and agreements set
forth herein, and for other good and valuable consideration,  the mutual receipt
and  sufficiency of which are hereby  acknowledged,  and intending to be legally
bound hereby, the parties hereby agree as follows:

         1.       Delete the first  paragraph  of the Warrant,  which  commences
with the terms "THIS CERTIFIES THAT," and insert the following paragraph in lieu
thereof:

         THIS CERTIFIES THAT, for value received,  ____________, or his
         permitted registered assigns ("HOLDER"), is entitled,  subject
         to the terms and  conditions of this  Warrant,  at any time or
         from time to time  commencing  three months after the issuance
         date of this Warrant (the "EFFECTIVE  DATE"),  and before 5:00
         p.m. Pacific Time on October 4, 2008 (the "EXPIRATION  DATE"),
         to purchase  from  Brilliant  Digital  Entertainment,  Inc., a
         Delaware  corporation  (the "COMPANY"),  up to  ______________
         shares of Common Stock of the Company at an exercise price per
         share equal to $0.07 (the "PURCHASE  PRICE").  Both the number
         of shares of Common Stock  purchasable  upon  exercise of this
         Warrant and the Purchase  Price are subject to adjustment  and
         change as provided herein.

         2.       In Section 4.6 of the Warrant, the term "Fixed Purchase Price"
is hereby  deleted  wherever it appears in such  Section and the term  "Purchase
Price" is inserted in lieu thereof.

         3.       Except as expressly  modified herein, all terms and conditions
of the Warrant are hereby  ratified,  confirmed and approved and shall remain in
full force and effect.  In the event of any  conflict or  inconsistency  between
this Amendment and the Warrant, this Amendment shall govern.


<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
date first set forth above.


                                           Brilliant Digital Entertainment, Inc.


----------------------------------         -------------------------------------
                                           By


                                           -------------------------------------
                                           (Printed Name)



                                           -------------------------------------
                                           (Title)


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