EXHIBIT 10.72

                                                                  EXECUTION COPY


                      BRILLIANT DIGITAL ENTERTAINMENT, INC.
                       14011 Ventura Boulevard, Suite 501
                             Sherman Oaks, CA 91423

                         Dated as of September 26, 2004

To the Holders of Secured Convertible Promissory Notes
of Brilliant Digital Entertainment, Inc. Set
Forth on the Schedule 1 Attached Hereto

         Re:      Amendments to Notes, Loan Documents and Warrants

Gentlemen:

         Reference is made to those certain (i) Secured  Convertible  Promissory
Notes, dated May 23, 2001, issued by the Brilliant Digital Entertainment,  Inc.,
a  Delaware  corporation  ("BDE",  collectively,   with  its  subsidiaries,  the
"COMPANY")), in favor of each of Harris Toibb, Europlay 1, LLC and Preston Ford,
Inc.,  each as previously  amended by that certain  Amendment No. One to Secured
Convertible  Promissory  Note,  dated as of December 19, 2001, and those certain
Amendments  No. Two,  No. Three and No. Four to Secured  Convertible  Promissory
Note,  dated as of  October 4,  2002,  December  31,  2003,  and March 30,  2004
respectively (as amended,  each a "MAY CONVERTIBLE NOTE" and  collectively,  the
"MAY CONVERTIBLE  NOTES");  (ii) Secured  Convertible  Promissory  Notes,  dated
December  19,  2001,  issued by the Company in favor of each of Harris Toibb and
Capel Capital,  Ltd., each as previously amended by those certain Amendments No.
One, Two and Three to Secured  Convertible  Promissory Note, dated as of October
4, 2002,  December 31, 2003, and March 30, 2004  respectively  (each a "DECEMBER
CONVERTIBLE NOTE" and collectively,  the "DECEMBER  CONVERTIBLE  NOTES");  (iii)
Warrants to Purchase Common Stock of Brilliant  Digital  Entertainment,  Inc. in
favor of each of Harris Toibb, Europlay 1, LLC and Preston Ford, Inc., dated May
23, 2001, each as previously amended by those certain Amendments No. One and Two
to the Warrant to Purchase  Common Stock dated as of December 19, 2001 and March
30, 2004 which expire  October 4, 2005 (each a "MAY  WARRANT" and  collectively,
the "MAY WARRANTS"), (iv) Warrants to Purchase Common Stock of Brilliant Digital
Entertainment,  Inc. in favor of Harris  Toibb and Capel  Capital,  Ltd.,  dated
December 19, 2001, each as previously  amended by that certain Amendment No. One
to the Warrant to Purchase  Common Stock dated as of March 30, 2004 which expire
October 5, 2005 (each a  "DECEMBER  WARRANT"  and  collectively,  the  "DECEMBER
WARRANTS")  (v)  Warrants  to  purchase   Common  Stock  of  Brilliant   Digital
Entertainment, Inc. in favor of each of the Holders, dated October 4, 2002 (each
an "OCTOBER WARRANT" and collectively, the "OCTOBER WARRANTS"); (vi) Warrants to
Purchase  Common  Stock of  Brilliant  Digital  Entertainment,  Inc. in favor of
Harris Toibb, Europlay, Ltd, Preston Ford, Inc. and Capel Capital, Ltd. Dated as
of March 30,  2004 which  expire  October 4, 2005  (each a "MARCH  WARRANT"  and
collectively,  the "MARCH WARRANTS") (the May Warrants,  the December  Warrants,
the October  Warrants  and the March  Warrants,  together are referred to as the
"WARRANTS");  (vii) each of the Purchase  Agreements defined in and incorporated
by reference in to the May Convertible Notes and the December  Convertible Notes
as amended by this  Agreement;  and (viii) the Letter  Agreement dated March 30,
2004,  between  the  Company  and each of the  Holders  (the  "MARCH 2004 LETTER
AGREEMENT").


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         The  May  Convertible   Notes  and  the  December   Convertible   Notes
(collectively, the "NOTES") had a stated maturity date of December 31, 2003 (the
"MATURITY  DATE") and the Company  notified each of you that it will not be able
to pay the amounts  outstanding under the May Convertible Notes and the December
Convertible  Notes on the Maturity  Date.  As of December 31, 2003,  each of you
agreed in writing to an  extension  of the  Maturity  Date to March 1, 2004 (the
"MARCH 2004 MATURITY DATE").  The Company notified each of you that it would not
be able to pay the amounts  outstanding  under the May Convertible Notes and the
December  Convertible Notes on the March Maturity Date and each of you agreed to
an extension of the March  Maturity Date to September 26, 2004. At September 26,
2004 the Notes were in default.

         This  letter  agreement  (this  "AGREEMENT")  constitutes  the  binding
agreement of the Company and each of you (each,  a "HOLDER"),  pursuant to which
each Holder and the Company shall amend the Purchase Agreements,  the March 2004
Letter  Agreement,  the May Convertible  Notes,  the May Warrants,  the December
Convertible  Notes,  the December  Warrants,  the October Warrants and the March
Warrants  on the terms and  conditions  set forth  herein.  To the  extent  that
Purchase Agreements, the March 2004 Letter Agreement, the May Convertible Notes,
the December  Convertible Notes, the May Warrants,  the December  Warrants,  the
October  Warrants  or the March  Warrants  are not  amended  by this  Agreement,
directly or  indirectly,  then the terms thereof,  respectively  shall remain in
full force and effect.

         For good  and  valuable  consideration,  receipt  of  which  is  hereby
acknowledged, the Company and each Holder agree as follows:

         1.       AMENDMENTS TO SECURED PROMISSORY NOTES.

                  1.1      AMENDMENTS.   Concurrently  with  the  execution  and
delivery of this Agreement by each Holder and the Company,  the Company and such
Holder shall execute and deliver,  to the extent applicable to such Holder,  (i)
that certain Amendment No. Five to Secured Convertible Promissory Note, dated as
of December 31, 2003,  substantially  in the form  attached  hereto as EXHIBIT A
(the "MAY NOTE  AMENDMENT"),  which May Note Amendment  shall amend the Holder's
respective  May  Convertible  Note to (A) change the  Maturity  Date (as defined
therein)  from  September  26, 2004 to September  26,  2005,  and (B) change the
definition  of Purchase  Agreement  to include the March 2004 Letter  Agreement,
this  Agreement and all extension  agreements,  as amended and (ii) that certain
Amendment No. Four to Secured Convertible  Promissory Note, dated as of December
31, 2003,  substantially in the form attached hereto as EXHIBIT B (the "DECEMBER
NOTE  AMENDMENT"  and  collectively  with  the May  Note  Amendment,  the  "NOTE
AMENDMENTS")  (the Notes,  as amended to the date of this Agreement and the Note
Amendments,  collectively,  the "SECURED PROMISSORY NOTES"), which December Note
Amendment shall amend the Holder's respective  December  Convertible Note to (A)
change the  Maturity  Date (as  defined  therein)  from  September  26,  2004 to
September  26,  2005,  and (B) change the  definition  of Purchase  Agreement to
include  the March 2004  Letter  Agreement,  this  Agreement  and all  extension
agreements, as amended.

                  1.2      CONVERSION  PRICE.  The Conversion Price of each Note
shall be adjusted to $0.07 which shall remain subject to further  adjustment and
change as provided in the Purchase Agreement.


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                  1.3      THE PURCHASE  AGREEMENT,  NOTE  AMENDMENTS AND LETTER
AGREEMENT  EXTENSION.  Each of the terms and provisions of the Original Purchase
Agreement (as defined in the Note  Amendments),  the May Convertible  Notes, the
December Convertible Notes, the May Warrants, the December Warrants, the October
Warrants,  the March  Warrants,  the Note Amendments set forth in the March 2004
Letter  Agreement,  the March 2004 Letter  Agreement  and this  Agreement  shall
continue in full force and effect,  unless  expressly  amended in writing by the
Company and the Holders  until the later of (A) the  Maturity  Date of the Notes
provided  for in this  Agreement or (B) the payment in full and  performance  in
full by the Company of all of its obligations  under this Agreement or under any
of the foregoing agreements.

         2.       AMENDMENTS  TO WARRANTS.  Concurrently  with the execution and
delivery of this Agreement by each Holder and the Company,  the Company and such
Holder shall execute and deliver,  to the extent applicable to such Holder, that
certain (i)  Amendment  No.  Three to the May Warrant to Purchase  Common  Stock
dated as of September 26, 2004,  substantially  in the form  attached  hereto as
Exhibit C (the "MAY WARRANT  AMENDMENT") which May Warrant Amendment shall amend
the  Holder's  respective  May Warrant to (A) extend the term of the May Warrant
and thus,  the period of time during  which the May Warrant is  exercisable,  to
October 4, 2008, (B) adjust the Purchase Price to $0.07 and (C) confirm that the
Purchase Price as adjusted  remains subject to further  adjustment and change as
provided in the May Warrant;  (ii) Amendment No. Two to the December  Warrant to
Purchase Common Stock dated as of September 26, 2004,  substantially in the form
attached hereto as Exhibit D (the "DECEMBER  WARRANT  AMENDMENT") which December
Warrant  Amendment shall amend the Holder's  respective  December Warrant to (A)
extend the term of the  December  Warrant  and thus,  the period of time  during
which the December  Warrant is  exercisable  to October 4, 2008,  (B) adjust the
Purchase  Price to $0.07 and (C) confirm  that the Purchase  Price,  as adjusted
remains  subject to further  adjustment  and change as provided in the  December
Warrant, (iii) that certain Amendment No. One to the October Warrant to Purchase
Common  Stock dated as of October 4, 2002,  substantially  in the form  attached
hereto as Exhibit E (the "OCTOBER  WARRANT  AMENDMENT")  which  October  Warrant
Amendment shall amend the Holder's  respective October Warrant to (A) extend the
term of the  October  Warrant  and thus,  the  period of time  during  which the
October Warrant is exercisable to October 5, 2008, (B) adjust the Purchase Price
to $.07 and (C) confirm that the Purchase Price as adjusted  remains  subject to
further adjustments and change as provided in the October Warrant, and (iv) that
certain Amendment No. One to the March Warrant to Purchase Common Stock dated as
of September 26, 2004,  substantially  in the form attached  hereto as Exhibit F
(the "MARCH WARRANT  AMENDMENT")  which March Warrant  Amendment shall amend the
Holder's  respective  March  Warrant to (A) extend the term of the March Warrant
and thus,  the period of time during which the March Warrant is  exercisable  to
October 5, 2008,  (B) adjust the Purchase Price to $.07 and (C) confirm that the
Purchase Price as adjusted  remains subject to further  adjustment and change as
provided in the March Warrant (collectively, the "WARRANT AMENDMENTS").

         3.       CONSIDERATION   FOR  AMENDMENTS.   In  consideration  of  each
Holder's amendment of the May Convertible Note and/or December Convertible Note,
as soon as  practicable  following  receipt by the Company of this Agreement and
the  May  Note  Amendment   and/or  December  Note  Amendment,   as  applicable,
countersigned  by the Holder,  the Company  shall enter into this  Agreement and
shall execute and deliver the Warrant Amendments.


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<PAGE>


         4.       CONVERSION  OF NOTES AND  CANCELLATION  OF WARRANTS.  If on or
prior to the Maturity Date (i) Sharman Networks Limited shall have converted all
of  the  indebtedness  due  and  owing  to it by the  Company  and  each  of its
subsidiaries as of the date of this Agreement, and (ii) Sharman Networks Limited
and the Company and its  subsidiaries  shall have entered into a new contract or
an amendment to the parties' existing Joint Enterprise Agreement, dated June 23,
2003,  for expanded  services and  functions to be provided  thereunder on terms
mutually  agreeable  to the Company and Sharman  Networks  Limited,  then on the
Maturity Date and,  conditional  upon the issuance by the Company of warrants to
purchase  common  stock of the  Company  to the chief  executive  officer of the
Company on terms and  conditions  substantially  similar to the Warrants held by
the  Holders  at a  Purchase  Price of $0.07 per share of  common  stock,  which
warrants when issued will equal thirty percent (30%) of the outstanding Warrants
held by the  Holders  on the date of this  Agreement,  then the  Holders  on the
Maturity  Date will  surrender,  on a pro rata  basis,  an  identical  number of
Warrants to the Company for cancellation and will convert,  on a pro rata basis,
twenty  percent  (20%)  of  the  outstanding   principal  amount  of  the  Notes
outstanding  on the  Maturity  Date  into  common  stock of the  Company  at the
Conversion  Price and in accordance with the terms of the Notes.  The occurrence
of all of the events which are required to occur before the  cancellation of the
Warrants by the Holders  shall be  confirmed  by a  certificate  executed by the
Board of Directors of the Company and  delivered to the Agent for the benefit of
the Holders prior to or concurrent with such cancellation.

         5.       EXCESS  CASH AND  OTHER  REQUIRED  PAYMENTS.  Effective  as of
September 26, 2004,  Section 7.1 of the Letter  Agreement  dated as of March 30,
2004 is deleted and of no further force or effect.  In lieu  thereof,  effective
from and after  September  26, 2004,  the Company shall make the payments to the
Holders in accordance  with the following  section 7.1 (which is not intended to
replace any other provision of the March 2004 Letter Agreement):

                  5.1.     OTHER PAYMENTS.  Until the Secured  Promissory  Notes
and all of the  obligations  thereunder  and under any and all of the agreements
related  thereto,  including but not limited to the Purchase  Agreements and the
Letter  Agreement  dated as of March 30, 2004,  are paid and  performed in full,
commencing  on the date of this  Agreement,  the  Company  shall  pay  cash,  in
immediately  available  funds,  (i) monthly,  in the  aggregate  amount of Fifty
Thousand  Dollars  ($50,000) on the first  business day of each month,  on a pro
rata basis to each Holder  directly,  to be applied to interest and principal in
that  order,  (ii)  quarterly,  not  later  than 45 days  after  the end of such
quarter, on a pro rata basis to each Holder directly,  to be applied to interest
and  principal in that order,  in an amount equal to fifty  percent (50%) of any
EBITDA in excess of Six Hundred Thousand Dollars ($600,000) determined quarterly
from  the  financial  statements  contained  in the  Company's  consolidated  of
operations then most recently filed with the Securities and Exchange Commission,
which  statements  of  operations  are  prepared in  accordance  with  generally
accepted  accounting  principles and with the rules and  regulations  (including
Regulation S-X) promulgated under the Securities Exchange Act of 1934 as amended
(the "COMPANY FINANCIAL STATEMENTS"), and (iii) as received by the Company, on a
pro rata basis to each Holder directly,  to be applied to interest and principal
in that  order,  an amount  equal to fifty  percent  (50%) of (A) any  increased
revenues  received  from  existing  sources of revenue for the Company as of the
date of this  Agreement,  and (B) any and all revenues or other cash or property
received  from any and all new sources of revenue or cash or property  after the
date of this  Agreement;  irrespective  of the nature of such revenues,  cash or
property, including


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but not limited to  renegotiated  terms of existing  contracts,  new  contracts,
sales or other  dispositions of assets,  royalties,  licensing fees or equity or
financing transactions.

         6.       ACKNOWLEDGEMENT  AND  AFFIRMATION  OF THE NOTES,  THE PURCHASE
AGREEMENTS,  THE LETTER  AGREEMENT  DATED MARCH 30, 2004 AND THE  WARRANTS.  The
Company,  and each of  Brilliant  Studios,  Inc.  and B3D,  Inc (each a "SPECIAL
SUBSIDIARY"),  acknowledge  and agree that (i) the  Company is  indebted to each
Holder in the principal amount set forth on Schedule 1 hereto,  plus accrued and
unpaid  interest and other fees and costs,  including  an aggregate  agreed upon
amount of legal fees and costs  through  September 26, 2004 of Two Hundred Forty
Five Thousand Dollars  ($245,000),  (ii) the Notes, the Purchase  Agreements (as
such terms are defined in the Notes), the Letter Agreement dated as of March 30,
2004 and this Agreement and the Warrants delivered in connection with the Notes,
the Purchase Agreements, the Letter Agreement dated as of March 30, 2004 and the
amendments thereof are legal,  valid and binding  obligations of the Company and
are and shall continue,  after the amendments to the May Convertible  Notes, the
May  Warrants,   the  December  Convertible  Notes  and  the  December  Warrants
contemplated  herein,  in full force and effect and are hereby  confirmed in all
respects and the Company hereby reaffirms each and every  obligation  thereunder
and each of the waivers and  consents  made  therein,  and (iii) the amounts set
forth in clause (i) above and the  obligation  of the Company to repay the Notes
and perform  under the  Purchase  Agreements  and the  Warrants are absolute and
unconditional and not subject to any offset, defenses, claims,  counterclaims or
disputes.  The Company and each Special Subsidiary  represents and warrants that
it has  reread  the Notes,  the  Purchase  Agreements,  the  Warrants,  the Note
Amendments and the Warrant  Amendments and each of the obligations,  waivers and
consents  set forth  therein and that its  execution of this  Agreement  and the
agreements,  acknowledgements  and affirmations made herein have been done after
consultation  with legal counsel and with full knowledge of its significance and
consequences  and in  recognition  of the fact that on March 1, 2004 the Company
and each  Special  Subsidiary  was,  and  presently  continues to be, in default
thereunder.

         7.       ACKNOWLEDGEMENT AND REAFFIRMATION OF SECURITY AGREEMENTS.  The
Company, and each subsidiary, hereby acknowledge and agree that (a) the Security
and Pledge  Agreement,  dated as of May 23,  2001,  as amended,  executed by the
Company and each Special  Subsidiary (the "MAY SECURITY  AGREEMENT") and (b) the
Security  and Pledge  Agreement,  dated as of  December  19,  2001,  as amended,
executed by the Company and each  Special  Subsidiary  (the  "DECEMBER  SECURITY
AGREEMENT") (i) are legal, valid and binding obligations of the Company and each
Special  Subsidiary and that no defenses to or claims against the enforcement of
the May Security Agreement or the December Security Agreement or the exercise by
the Agent of its rights  thereunder exist, (ii) grant to the Agent (as such term
is defined therein) a valid,  enforceable and perfected security interest in and
lien against all of the assets of the Company and of each Special  Subsidiary as
of such dates and as of the date of the Letter  Agreement  dated as of March 30,
2004 and as of the date of this  Agreement,  and (iii)  are and shall  continue,
after the amendments to the May Convertible Notes and December Convertible Notes
contemplated  herein,  in full force and effect and are hereby  confirmed in all
respects and the Company and each Special  Subsidiary  hereby reaffirms each and
every  obligation  thereunder and each of the waivers and consents made therein.
The Company and each Special  Subsidiary  agree that all  references  in the May
Security Agreement to the Convertible Notes shall mean and be a reference to the
Convertible  Notes as amended by the May Note  Amendments,  the Letter Agreement
dated as of March 30, 2004,  and this Agreement and the Company and each Special


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Subsidiary agree that all references in the December  Security  Agreement to the
Convertible  Notes shall mean and be a  reference  to the  Convertible  Notes as
amended by the December Note Amendments,  the Letter Agreement dated as of March
30, 2004 and this Agreement.  The Company and each Special Subsidiary represents
and  warrants  that it has reread the May  Security  Agreement  and the December
Security  Agreement and each of the obligations,  waivers and consents set forth
therein and that its  execution  of the Letter  Agreement  dated as of March 30,
2004 and this Agreement and the agreements,  acknowledgements  and  affirmations
made herein and  related  hereto  have been done after  consultation  with legal
counsel and with full  knowledge of its  significance  and  consequences  and in
recognition of the fact that on September 26, 2004, the Company and each Special
Subsidiary was, and presently continues to be, in default thereunder.

         8.       ACKNOWLEDGEMENT AND REAFFIRMATION OF GUARANTEES.

                  (a)      Each  Special  Subsidiary  hereby   acknowledges  and
agrees that (i) the Guaranty, dated as of May 23, 2001, executed by each Special
Subsidiary (the "MAY GUARANTY") and (ii) the Guaranty,  dated as of December 19,
2001,  executed by each Special  Subsidiary (the "DECEMBER  GUARANTY"),  (X) are
legal,  valid and binding  obligations  of each Special  Subsidiary  and that no
defenses  to or  claims  against  the  enforcement  of the May  Guaranty  or the
December  Guaranty or the exercise by the Agent of its rights  thereunder exist,
and (Y) are and shall  continue,  after the  amendments  to the May  Convertible
Notes and  December  Convertible  Notes  contemplated  herein  and in the Letter
Agreement  dated as of March 30,  2004,  in full force and effect and are hereby
confirmed in all respects and each  Subsidiary  hereby  reaffirms each and every
obligation  thereunder  and each of the waivers and consents made therein.  Each
Special  Subsidiary  agrees  that  all  references  in the May  Guaranty  to the
Convertible Notes, or words of similar import,  shall mean and be a reference to
the  Convertible  Notes  as  amended  by the May  Note  Amendments,  the  Letter
Agreement  dated  as of March  30,  2004 and  this  Agreement  and each  Special
Subsidiary   agrees  that  all  references  in  the  December  Guaranty  to  the
Convertible Notes, or words of similar import,  shall mean and be a reference to
the  Convertible  Notes as amended by the December Note  Amendments,  the Letter
Agreement  dated as of March 30, 2004 and this  Agreement.  Any reference in the
May Guaranty to Secured  Obligations or Convertible Note Loans shall include, to
the  extent  applicable,  the  Convertible  Notes  as  amended  by the May  Note
Amendments,  the Letter  Agreement dated as of March 30, 2004 and this Agreement
and any reference in the December Guaranty to Secured Obligations or Convertible
Note Loans shall include,  to the extent  applicable,  the Convertible  Notes as
amended by the December Note Amendments,  the Letter Agreement dated as of March
30, 2004 and this Agreement.

                  (b)      Each Special Subsidiary  represents and warrants that
it has  reread  the May  Guaranty  and the  December  Guaranty  and  each of the
obligations,  waivers and consents set forth therein and that its affirmation of
such obligations,  waivers and consents herein have been made after consultation
with  legal  counsel  and  with  full  knowledge  of  their   significance   and
consequences,  with the understanding  that events giving rise to any defense or
right waived or released may diminish,  destroy,  or otherwise  adversely affect
rights that each Subsidiary otherwise may have against the Company, the Holders,
the Agent or against any collateral pledged to the Holders,  and that, under the
circumstances,  the waivers,  releases and consents  herein given are reasonable
and not contrary to public policy or law.


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<PAGE>


                  (c)      Each Subsidiary  acknowledges  that the amendments to
the May Convertible Notes and the December Convertible Notes contemplated in the
Letter  Agreement dated as of March 30, 2004 and in this Agreement and the terms
of the Letter  Agreement dated as March 30, 2004 and in this Agreement  directly
benefit each Subsidiary and that such amendments provide for an extension of the
maturity date of the May Convertible Notes and the December Convertible Notes to
October 5, 2005 and the addition as a default or an event of default thereunder,
the failure to pay by the Company or any of its subsidiaries  (taken as a whole)
(which failure to pay in the case of indebtedness  due Sharman  Networks Limited
or Europlay Capital Advisors,  LLC (an amendment to which indebtedness  requires
consent of the Agent) shall occur  following  written  demand for payment),  any
principal, interest, premium or other amount payable with respect to any item of
indebtedness  aggregating One Hundred Thousand Dollars ($100,000) or which would
allow for the acceleration or the right to accelerate indebtedness,  which would
permit the holder of such  indebtedness  to cause  maturity  to occur,  or which
would allow for the commencement or the right to commence  remedies with respect
thereto  and the  failure  to  comply  with the  provisions  of this  Agreement,
including  but not limited to, the  obligations  to make Excess  Payments as set
forth in Section 7 of this Agreement.

         9.       AUTHORIZATION.  The Company and each  subsidiary  has the full
legal right,  power and  authority  to conduct its  business  and  affairs.  The
Company has the full legal right,  power and authority to enter into and perform
its  obligations  under the Letter  Agreement  dated as of March 30, 2004,  this
Agreement  and the Note  Amendments.  The  execution  and delivery of the Letter
Agreement,  dated as of March 30, 2004, this Agreement and the Note  Amendments,
and the performance by the Company of its obligations  hereunder and thereunder,
are within the corporate powers of the Company, and have been duly authorized by
all necessary  corporate  action  properly taken.  The officer(s)  executing the
Letter  Agreement  dated as of  March  30,  2004,  this  Agreement  and the Note
Amendments are duly authorized to act on behalf of the Company.  Each subsidiary
has the full legal  right,  power and  authority  to enter into and  perform its
obligations under this Agreement.  The execution and delivery of this Agreement,
and the performance by each subsidiary of its obligations hereunder,  are within
the corporate  powers of each  subsidiary,  and have been duly authorized by all
necessary  corporate  action  properly  taken.  The  officer(s)  executing  this
Agreement are duly authorized to act on behalf of each subsidiary.

         10.      PAYMENT OF  EXPENSES.  The  Company  hereby  agrees to pay all
out-of- pocket costs and expenses,  including attorney fees, paid or incurred by
Harris Toibb in connection  with the  negotiation,  preparation and execution of
this Agreement, which the Company agrees is $15,000 (the "Expense Payment"). The
Expense  Payment  shall be paid to Harris Toibb upon the  effectiveness  of this
Agreement.

         11.      EFFECTIVENESS.  This  effectiveness  of this Agreement and the
obligations of the parties hereunder shall be conditioned upon the execution and
delivery of this Agreement by each and all of the parties set forth below.

         12.      RELEASE.   The  Company  and  each  of  its  subsidiaries  and
affiliates  on  behalf  of  themselves   and  their   respective   predecessors,
successors,  principals,  employers,  employees,  attorneys,  heirs,  executors,
representatives,  agents,  administrators,  insurers and assigns (the "RELEASING
PARTIES") do hereby  release and discharge  each of the Holders in any capacity,
whether   individual  or   representative,   their   predecessors  in  interest,
subsidiaries,   affiliates,  agents,


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representatives, attorneys, principals, associates, employees, employers, heirs,
executors,  administrators,  partners, insurers, successors and assigns and each
of them and all persons,  firms, or corporations with whom any of the former may
have been now,  or may  hereafter  be,  affiliated  jointly  or  severally  (the
"RELEASEES") from any and all rights, claims, demands, liabilities, actions, and
causes of action, suits, debts, demands, acts, agreements, damages, obligations,
costs,  fees,  expenses,  of any nature  whatsoever,  whether  known or unknown,
suspected  or  claimed,  matured or  unmatured,  fixed or  contingent,  that the
Company, its subsidiaries or affiliates or any of them may now have or hereafter
may  have or claim  to have  arising  from  any  matter,  event,  cause or thing
occurring from the beginning of time to the date of this  Agreement  against the
Releasees directly or indirectly arising out of or related to any claims, debts,
obligations,  duties of any nature directly or indirectly  concerning or related
to the Notes, the Purchase  Agreements,  the Warrants,  the Security Agreements,
the  Guarantees,  the  amendments  to any and all of the  foregoing  agreements,
including  those  contained in this Letter  Agreement,  any other  agreements in
writing or oral which may be directly or  indirectly  related to the  foregoing,
including  matters  relating to the issuance of securities  underlying the Notes
and the  Warrants and the  negotiations  and actions and  inactions  directly or
indirectly  arising from or related to any of the  foregoing.  By executing this
Release, the Releasing Parties expressly waive and relinquish any and all rights
they may have under  California  Civil Code  Section  1542,  which  provides  as
follows:

         A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
         DOES NOT KNOW OR  SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
         EXECUTING  THE  RELEASE,  WHICH  IF KNOWN  BY HIM,  MUST  HAVE
         MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

         13.      MISCELLANEOUS.  This Agreement,  the Letter Agreement dated as
of March 30, 2004 to the extent not  inconsistent  with this Agreement,  and the
exhibits and schedules  attached hereto represent the entire  agreement  between
the parties  concerning the subject matter hereof,  and all oral discussions and
prior  agreements are merged herein;  PROVIDED,  if there is a conflict  between
this Agreement and any other  document  executed  contemporaneously  herewith or
previously  as between  the  parties  hereto  with  respect  to the  obligations
described  herein,  the provision of this Agreement  shall control.  The parties
agree that any disputes of controversies with respect to this Agreement shall be
governed by the choice of law and other provisions  contained in the Notes. This
Agreement and the Amendments may be executed in any number of  counterparts  and
by  different   parties  to  this   Agreement  or  the  Amendments  in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken together shall  constitute one and the same Agreement and
Amendment.

                         (Signatures on Following Pages)


                                       8
<PAGE>


                           Very truly yours,

                           BRILLIANT DIGITAL ENTERTAINMENT, INC.,
                           a Delaware corporation

                           By:    /s/ TYLER TARR
                                  ----------------------------------------------
                                  Tyler Tarr
                           Its:   Chief Financial Officer


ACCEPTED:

HARRIS TOIBB, as holder and as Agent

/s/ Harris Toibb
------------------------------------


EUROPLAY 1, LLC

By:    /s/ Mark Dyne
       -----------------------------
       Name: Mark Dyne
             -----------------------
Its:   Manager
       -----------------------------


PRESTON FORD INC.

By:    /s/ David H. Wilson
       -----------------------------
       Name: David H. Wilson
             -----------------------
Its:
       -----------------------------


CAPEL CAPITAL LTD.

By:    /s/ Nicholas R. Hannah
       -----------------------------
       Name: Nicholas R. Hannah
             -----------------------
Its:   Director Marlborough Nominees
       Limited
       -----------------------------


                                       9
<PAGE>


AGREED:

BRILLIANT DIGITAL ENTERTAINMENT, INC.,
a Delaware corporation

By:    /s/ TYLER TARR
       -----------------------------
       Tyler Tarr
Its:   Chief Financial Officer


BRILLIANT STUDIOS, INC.

By:    /s/ TYLER TARR
       -----------------------------
       Tyler Tarr
Its:   Chief Financial Officer


B3D, INC.

By:    /s/ TYLER TARR
       -----------------------------
       Tyler Tarr
Its:   Chief Financial Officer


                                       10
<PAGE>


                                   SCHEDULE 1
                                  NOTE HOLDERS

                                                      Original Principal Amount
                                                         of Convertible Note
                                                      --------------------------
Name of Note Holder                                      May           December
------------------------------------------------      ----------      ----------

Harris Toibb ...................................      $2,000,000      $  350,000
     6355 Topanga Canyon Blvd
     Suite 411
     Woodland Hills, CA 91367

Europlay 1, LLC ................................      $  214,150            --
     15821 Ventura Blvd.,
     Suite 525
     Encino, California 91436

Preston Ford, Inc. .............................      $   50,000            --
     P.O. Box 98
     Preston, MD 21655

Capel Capital, Ltd. ............................            --        $  400,000
     P.O. Box 212                                     ----------      ----------
     Hadsley House
     St. Peter Port
     Guernsey, Channel Islands

Total of Original Principal Amount of Notes.....      $2,264,150      $  750,000
                                                      ==========      ==========


                                       11
<PAGE>


                                    EXHIBIT A

                            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.


                                       12
<PAGE>


         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


                                       13
<PAGE>


                                    EXHIBIT B

                            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.


                                       14
<PAGE>


         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


                                       15
<PAGE>


                                    EXHIBIT C

                             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.


                                       16
<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)


                                       17
<PAGE>


                                    EXHIBIT D

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

         THIS  AMENDMENT  NO.  TWO 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 December  19, 2001,  issued to the Holder by the
Corporation,  as amended by that certain  Amendment Number One 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.


                                       18
<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)


                                       19
<PAGE>


                                    EXHIBIT E

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

         THIS  AMENDMENT  NO.  ONE TO  WARRANT  TO  PURCHASE  COMMON  STOCK (the
"AMENDMENT"),  is 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 March 30,  2004,  issued to the  Holder by the
Corporation (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.       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.


                                       20
<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)


                                       21
<PAGE>


                                    EXHIBIT F

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

         THIS  AMENDMENT  NO.  ONE 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 October  4,  2002,  issued to the Holder by the
Corporation (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.       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.


                                       22
<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)


                                       23