Exhibit 10.5(b)
                            THINK NEW IDEAS, INC.
                      8000 Sunset Blvd., Penthouse East
                        Los Angeles, California 90046

                                March 18, 1998

Dr. James Carlisle
Executive Vice President
THINK New Ideas, Inc.
45 West 36th Street, 12th Floor
New York, New York 10018

      Re:   AMENDMENT TO EMPLOYMENT AGREEMENT DATED JUNE 30, 1996

Dear Jim:

      Reference is hereby made to that certain employment  agreement dated as of
June 30, 1996 (the "Employment  Agreement")  between THINK New Ideas,  Inc. (the
"Corporation")  and James Carlisle (the "Employee").  This letter is intended to
confirm  that,  notwithstanding  anything  else to the contrary set forth in the
Employment Agreement, the Corporation and the Employee hereby agree that Section
4(a) of the Employment  Agreement be hereby amended by striking  Section 4(a) of
the  Employment  Agreement  thereof  and by  substituting  in lieu  thereof  the
following new Section 4(a) to read as follows:

      "4(a) COMPENSATION.  The Company shall pay the Employee compensation equal
to One Hundred  Ninety-Five  Thousand Dollars  ($195,000) per annum at a rate of
Sixteen  Thousand Two Hundred  Fifty  Dollars  ($16,250) per month (such monthly
amount  as the  same  may be  increased  from  time  to time  by  virtue  of the
adjustments   set  forth   hereinbelow   shall  be  defined   as  the   "Monthly
Compensation").  Such salary shall be payable in  accordance  with the customary
payroll practices of the Company."

      The  modification  stated  herein shall become  effective on July 1, 1998.
Except as otherwise  expressly  modified  hereby or required to  effectuate  the
modification set forth herein,  the Employment  Agreement shall remain unchanged
and shall continue in full force and effect pursuant to the terms thereof.

      This  letter  agreement   contains  the  entire   agreement   between  the
Corporation  and the  Employee  with  respect to the  modification  which is the
subject hereof. This letter agreement may not be amended, changed,  modified, or
discharges,  nor may any provision hereof be waived,  except by an instrument in
writing  executed by or on behalf of the party against whom  enforcement  of any
amendment,  waiver,  change,  modification or discharge is sought.  No course of
conduct or dealing shall be construed to modify,  amend or otherwise  affect any
of the provisions hereof.  Please confirm that the Employee is in agreement with
the forgoing, and that the foregoing is in accordance with your understanding by



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signing and returning this letter,  which shall  thereupon  constitute a binding
agreement.

Agreed to and accepted as of this
18th  day of March, 1998                              Very truly yours,
                                                      THINK New Ideas, Inc.


By: /s/ James Carlisle                                By:  /s/ Scott Mednick
----------------------------                              ---------------------
      James Carlisle                                     Scott Mednick
                                                         Chief Executive Officer


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