Exhibit 4.7

                    [LETTERHEAD OF BAM! ENTERTAINMENT, INC.]

January 26, 2004


Via Facsimile Only (212) 541-4434
Laurus Master Fund, Ltd.
825 Third Avenue, 14th Floor
New York, NY  10022
Attn:  John E, Tucker, Esq.

Re:  Modification of Secured Convertible Promissory Note & Common Stock Purchase
     Warrant

Dear Mr. Tucker:

Pursuant to our recent telephone conversations, there were certain drafting
errors in the secured convertible promissory note (the "Note") and common stock
purchase warrant (the "Warrant") each dated as of December 3, 2003 that were
issued by BAM! Entertainment, Inc. (the "Company") to Laurus Master Fund, Ltd.
("Laurus") pursuant to that certain securities purchase agreement (the
"Agreement") entered into by the parties and dated of even date therewith. The
following letter, when signed by the Company and by Laurus ("Letter"), will
amend, modify and form a part of each of the Note and Warrant effective as of
the date first written above. Unless specifically provided to the contrary
below, all terms defined in the Agreement, Note and Warrant will have the same
meanings when used below.

1. Section 1.2 of the Note erroneously states that the amortizing payments under
the Note shall begin on February 1, 2004; however, such payments should begin on
April 1, 2004. The Company and Laurus agree to amend Section 1.2 of the Note and
Section 1.2 of the Note is hereby amended to read in its entirety as follows:

      "1.2 Monthly Principal Payments. Amortizing payments of the aggregate
principal amount outstanding under this Note at any time (the "PRINCIPAL
AMOUNT") shall begin on April 1, 2004 and shall recur on the first calendar day
of each succeeding month thereafter until the Maturity Date (each, an
"AMORTIZATION DATE"). Subject to Section 3.4 below, beginning on the first
Amortization Date, the Borrower shall make monthly payments to the Holder on
each Repayment Date, each in the amount of $166,666.67, together with any
accrued and unpaid interest to date on such portion of the Principal Amount plus
any and all other amounts which are then owing under this Note but have not been
paid (collectively, the "MONTHLY AMOUNT")."

2. Recital (d)(iii) of the Warrant erroneously states that the third tranche
consists of 42,667 shares that may be issued at an exercise price of $2.33 per
share; however, the third tranche should consist of 41,667 shares so that the
aggregate number of shares issuable upon exercise of the Warrant in full is
166,667 shares of the Company's Common Stock. The Company and Laurus agree to
amend Recital (d)(iii) of the Warrant and Recital (d)(iii) of the Warrant is
hereby amended to read in its entirety as follows:

      "(iii) a price of $2.33, which is 175% of the average closing price of
Common Stock for th five (5) trading days immediately prior to the date hereof
for the last 41,667 shares acquired further to Section 4."



3. The foregoing may be executed in one (1) or more counterparts, each of which
shall constitute an original and shall be binding upon each party hereto upon
their respective execution hereof.

4. Except as specifically amended and modified herein, the Agreement, Note and
Warrant shall be unaffected and remain in full force and effect.


                                          Very truly yours,

                                          BAM! Entertainment, Inc.

                                          By:  /s/ Stephen Ambler
                                               -------------------------
                                          Name: Stephen Ambler
                                          Title: Chief Financial Officer

ACCEPTED AND AGREED TO:

Laurus Master Fund, LTD.


By:  /s/ Illegible
     ----------------------------
Name:    Illegible
Title:  _________________________


cc:   Laurus Master Fund, Ltd. (fax:  345-949-9877)


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