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                                                                EXHIBIT 10.17(f)

                                SIXTH AMENDMENT
                                       TO
                              MASTER PURCHASE ORDER
                              ASSIGNMENT AGREEMENT

        This Sixth Amendment to that certain Master Purchase Order Assignment
Agreement (the "Amendment") is made as of the ___ day of ________, 2001, between
TRANSCAP TRADE FINANCE , an Illinois general partnership (the "Contractor") and
BAM! ENTERTAINMENT, INC., a Delaware corporation (the "BAM!").

                              W I T N E S S E T H:

        WHEREAS, the Contractor and BAY AREA MULTIMEDIA, INC., a California
corporation (the "Manufacturer") and the predecessor of BAM! are parties to that
certain Master Purchase Order Assignment Agreement dated as of ________ (the
"Assignment Agreement");

        WHEREAS, the Manufacturer and BAM! were parties to a certain merger
pursuant to which BAM! has succeeded by operation of law to all of the rights
and obligations of the Manufacturer;

        WHEREAS, the Contractor and BAM! desire to amend the Assignment
Agreement as set forth herein;

        NOW, THEREFORE, in consideration of the premises and other
consideration, the receipt and sufficiency of which is hereby acknowledged by
each of the Contractor and the Manufacturer, the parties hereto hereby agree as
follows:

        1. Amendment to Section 1(f). Section 1(f) of the Assignment Agreement
is hereby deleted in its entirety, and there is inserted in lieu thereof a new
Section 1(f) as follows:

                The Manufacturer may repurchase an Accepted P.O. pursuant to P.
                8(b) below. In the absence of such repurchase, an Accepted P.O.
                becomes a "DELINQUENT P.O." if the P.O. Price is not paid to the
                Contractor by the earliest of (i) the due date for payment of
                the P.O. Invoice, (ii) one hundred and thirty-five (135) days
                following the Funding Date if Contractor issues its letter of
                credit or purchase order, (iii) thirty days (30) days following
                the Funding Date if Contractor advances funds by other than
                issuing its letter of credit or purchase order, or (iv) the date
                on which the Accepted P.O. is canceled.

        2. Amendments to Sections 7(b)(i) and (ii). Sections 7(b)(i) and (ii) of
the Assignment Agreement are hereby deleted in their entirety, and there is
inserted in lieu thereof new Sections 7(b)(i) and (ii) as follows:

                      (i) A transaction initiation and set-up fee in a sum equal
               to



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                3.0% of the aggregate of (a) the face amounts of all letters of
                credit issued by Contractor (or other financial accommodations)
                plus (b) all funds advanced by Contractor by other than issuing
                its letters of credit; plus

                      (ii) A daily maintenance fee in a sum equal to 0.067% of
               the aggregate of the face amounts of all letters of credit issued
               by Contractor (or other financial accommodations) and all funds
               advanced by Contractor by other than issuing its letters of
               credit which remain outstanding for more than fifty-five (55)
               days; plus

        3. Amendment. This Amendment constitutes an amendment to the Assignment
Agreement, and except to the extent inconsistent herewith, the parties do hereby
reconfirm the Assignment Agreement in its entirety.

        4. Effectiveness of Amendment. This Amendment will not be effective
until each of the persons set forth on Addendum III of the Assignment Agreement
shall have executed an acknowledgment to the Guaranty previously executed by
such persons, in form and substance satisfactory to Contractor.

        5. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Amendment by facsimile shall be equally as effective as
delivery of a manually executed counterpart of this Amendment. Any party
delivering an executed counterpart of this Amendment by facsimile shall also
deliver a manually executed counterpart of this Amendment, but the failure to
deliver a manually executed counterpart shall not affect the validity,
enforceability, and binding effect of this Amendment.

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

TRANSCAP TRADE FINANCE

By:   __________________________________
      Michael Sear, Executive Vice President
      Transcap Associates, Inc., general partner

BAM! ENTERTAINMENT, INC.

By:     _______________________________
Name:   _______________________________
Title:  _______________________________



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        ACKNOWLEDGMENT OF GUARANTORS


                Each of the undersigned hereby acknowledges receiving and
                reviewing that certain Sixth Amendment to that certain Master
                Purchase Order Assignment Agreement (the "Amendment"). Each of
                the undersigned, by its execution hereof, hereby agrees that the
                Guaranty previously executed by him or her shall remain in full
                force and effect and that all references in said Guaranty to the
                Master Purchase Order Assignment Agreement shall be deemed to
                refer to the Master Purchase Order Assignment Agreement as
                amended by the Amendment.




Dated:  ________________



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