EXHIBIT 10.22



THE BANK OF NEW YORK
NEW YORK'S FIRST BANK - FOUNDED 1784 BY ALEXANDER HAMILTON


                               1290 AVENUE OF THE AMERICAS, NEW YORK, N.Y. 10104


                                               April 21, 1999


THINK New Ideas, Inc.
45 West 36th Street
12th Floor
New York, New York 10018

Attention:   Melvin L. Epstein
             Chief Financial Officer

        Re:     Line of Credit to THINK New Ideas, Inc. (the "Company")


Gentlemen/Ladies:

      The Bank of New York  (the  "Bank")  is  pleased  to  confirm  that it has
extended the period of  availability of the secured line of credit that the Bank
holds available to the Company.

      The line of credit  shall be held  available  until July 31,  1999  unless
canceled earlier as provided in the last sentence of this paragraph.  During the
period the line of credit is held available,  the line of credit may be used for
direct borrowings by the Company for working capital provided that the aggregate
amount  of all  extensions  of  credit  under the line of credit at any one time
outstanding  (including all extensions of credit, i8f any, which were made under
the line of credit  prior to the date of this letter and are  outstanding  as of
the date of this  letter)  shall not  exceed  the  lesser of  $5,000,000  or the
Borrowing  Base,  in each case minus the undrawn face amount of Letter of Credit
No.  S00038414 issued by the Bank for the account of the Company in the original
face amount of  $264,000.  The line of credit may be canceled by either party at
any time for any reason.

      "Borrowing  Base" shall mean an amount (as determined by the Bank an based
upon the  information  set forth in the most recent  borrowing base  certificate
delivered  by the  Company  to the Bank) equal  to 80% of each of the  accounts
receivable  of the  Company  in  respect  of  which  each  of the  following  is
satisfied:

              (i) The Bank has a perfected first priority  security  interest in
          such account receivable;

              (ii) Such account  receivable  has no amounts unpaid for more than
          90 days past the date of the related invoice;

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              (iii) The account  debtor on such amount  receivable is located in
          the United States of America; and

              (iv) The  amount  of such  account  receivable  does not  include
          amounts for which the  Company may be liable to the account  debtor on
          such account  receivable  for goods sold or services  rendered by such
          account debtor to the Company.

      The making of any  extension  of credit under the line of credit is in the
Bank's sole and absolute  discretion  and is subject to the Bank's  satisfaction
with the condition (financial and otherwise),  business, prospects,  properties,
assets,  ownership,  management and operations of each of the Company,  On Ramp,
Inc.  ("On  Ramp")  and  Scott  Mednick  &  Associates,  Inc.  ("Mednick"),  the
collateral  for the  obligations  of the Company,  On Ramp and Mednick,  and the
purpose of each extension of credit.

      All  extensions  of credit  under the line of credit  (including  all such
extensions of credit, if any, made under the line of credit prior to the date of
this letter and outstanding as of the date of this letter) shall be evidenced by
the Master Promissory Note (Alternate Base Rate/LIBOR) dated April 28, 1998 made
by the Company to the order of the Bank in the principal amount of $5,000,000.00
and shall be payable and bear interest as provided therein.

      The obligations of the Company with respect to the line of credit and all
extensions  of credit  under the line of credit  shall be jointly and  severally
guaranteed by On Ramp and Mednick pursuant to the General Guarantees  (Secured),
each dated April 29, 1998, executed by them. In addition, (a) the obligations of
the  Company  with  respect to the line of credit and all  extensions  of credit
under the line of credit shall be secured, pursuant to the terms of the Security
Agreement dated April 28, 1998, executed by the Company in favor of the Bank, as
amended,  by a security  interest  in or lien on all  personal  property  of the
Company (other than any and all copyrights,  trademarks,  service marks, patents
and other similar rights and interests of the Company,  all equipment  which is
leased by the Company and the Company's  interest as lessee under the leases for
such  equipment)  and (b) the  obligations  of each of On Ramp and Mednick  with
respect to the line of credit  shall be  secured,  pursuant  to the terms of the
Security Agreements dated April 28, 1998, executed by them in favor of the Bank,
each as amended,  by a security  interest in or lien on all personal property of
On Ramp and Mednick  (other  than any and all  copyrights,  trademarks,  service
marks,  patents and other similar rights and interests of On Ramp and Mednick,
all  equipment  which is leased by On Ramp and  Mednick  and the On Ramp's  and
Mednick's interests as lessee under the leases for such equipment).

      As long as the line of credit is held available,  the Company shall pay to
the Bank, quarterly in arrears on the first day of each January, April, July and
October,  commencing April 30, 1999, and administrative fee of 1/4% per annum on
the  average  daily  unused  amount of the line of credit  during the  preceding
quarter (or shorter period  commencing with the date of this letter),  which fee
shall be  calculated on the basis of the actual number of days elapsed in a year
of 360 days.

      For so long as the line of credit is held available or the Company has any
obligations  outstanding  under the line of credit,  there shall be delivered to
the Bank the following, each in form and content satisfactory to the Bank:

              A. Within 15 days  after the filing  thereof,  a copy of the Forms
          10-K and 10-Q filed by the Company  with the  Securities  and Exchange
          Commission;

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              B. Within 15 days after the end of each calendar  month,  an aging
          schedule of the Company's accounts receivable (including a segregation
          of the pre-billed media accounts  receivable of the Company) as of the
          last business day of such calendar month; and

              C.  Promptly,  such other  information  as the Bank may reasonably
          request from time to time.

      Prior to the making of any  extension  of credit under the line of credit,
the Bank shall have received the enclosed copy of this letter, amendments of the
security agreements referred to above, and such other instruments,  certificates
and related  documents  as the Bank shall  consider  necessary  or  desirable in
connection with the line of credit and the extensions of credit to be made under
the line of credit, in each case duly executed by the appropriate persons and in
form and substance satisfactory to the Bank.

      This letter may not be amended,  and compliance  with its terms may not be
waived,  orally  or by  course of  dealing,  but only by a writing  signed by an
authorized officer of the Bank.

      The  Company  agrees to pay all costs and  expenses  incurred  by the Bank
incidental to or in any way relating to endorsement of the Company's obligations
under this letter or the protection of the Bank's rights in connection with this
letter, including, without limitation,  reasonable attorneys' fees and expenses,
whether or not litigation is commenced.

      THE COMPANY AND THE BANK WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED UPON, ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS LETTER.

      Please  acknowledge  the  agreement of the Company  with the  foregoing by
executing  both copies of this letter in the space below and  returning one copy
to the Bank.

                                                      Very truly yours,

                                                      THE BANK OF NEW YORK



                                                       By: /s/ A. Alan Ackbarali
                                                           --------------------
                                                           A. Alan Ackbarali
                                                           Vice President


Acknowledged and Agreed to:

THINK NEW IDEAS, INC.


By:  /s/     Melvin Epstein
    --------------------------------
    Name:    Melvin Epstein
            ------------------------
    Title:   Chief Financial Officer
            ------------------------