EXHIBIT 10.20

                              THINK NEW IDEAS, INC

                         45 WEST 36TH STREET, 12TH FLOOR

                               NEW YORK, NY 10018

                                    May 24, 1999

Ms. Susan Goodman
225 West 86th Street
New York, New York 10024

Re:     Employment Agreement of June 30, 1996 (the "Employment Agreement")

Dear Susan,

        As you are aware, last fall, the Compensation  Committee of the Board of
        Directors of THINK New Ideas,  Inc. (the "Company")  commenced review of
        the  compensation  packages of the  Company's  executive  officers in an
        effort to establish a compensation structure going forward that would be
        mutually acceptable to the Company and its executive officers.  Although
        the process is not yet complete,  the Compensation  Committee is mindful
        that your  Employment  Agreement with the Company  expires at the end of
        this month. Accordingly, and with the understanding that expectations of
        the  Compensation  Committee  are that your final  package  will include
        options,  bonuses  or other incentives  consistent with other executives
        with similar duties and responsibilities, the Compensation Committee has
        agreed,  subject to your acceptance and agreement,  to extend the period
        of  employment  of your  Employment  Agreement  for a period of one year
        commencing July 1, 1999 (the "Extension Period"), at an increased annual
        salary of  $350,000  ($29,166.67  per  month).  In the  event  that your
        employment  is  terminated by the Company prior to expiration of the one
        year  period  for any  reason  other  than for cause (as  defined in the
        Employment  Agreement)  you will be  entitled  to receive  your  monthly
        compensation  for a period  of one year  following  termination.  In the
        event of any termination of your  employment  with the Company:  (i) the
        non-solicitation   provisions  shall  remain  in  effect  for  one  year
        following  termination  and (ii) the  non-competition  provisions  shall
        remain in effect for six months  following  such  termination,  provided
        however, that the  non-solicitation provisions shall not be construed in
        any way to  prohibit  your  from  offering  employment  to or  otherwise
        employing your personal assistant at any time following termination. The
        Employment  Agreement  will  remain in effect for the  Extension  Period
        unmodified except as specifically set forth herein.

        Please  know  that your  service  and  contribution  to the  Company  is
sincerely appreciated and that the Compensation Committee intends to continue to
work with you to complete a new agreement.

                                    Very truly yours,

                                    /s/ Kenneth Orton
                                    -----------------------------
                                    Kenneth Orton on behalf
                                    Of the Compensation Committee

AGREED TO AND ACCEPTED

/s/ Susan Goodman
-----------------
Susan Goodman