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
