EXHIBIT 10.15(b)


                             MASTER PROMISSORY NOTE
                           (ALTERNATE BANK RATE/LIBOR)


$5,000,000.00                                                      April 28,1998

         FOR VALUE RECEIVED,  the undersigned (the "Borrower"),  hereby promises
to pay to the  order of THE  BANK OF NEW  YORK  (the  "Bank")  at its 530  Fifth
Avenue,  New York, New York office, the principal sum of Five Million and 00/100
Dollars ($5,000,000.00) or the aggregate unpaid principal amount of all advances
made by the Bank to the Borrower (which  aggregate unpaid principal amount shall
be equal to the  amount  duly  indorsed  and set  forth  opposite  the date last
appearing on the schedule attached to this note), whichever is less.

         The Borrower agrees to pay interest on the unpaid principal  balance of
each advance  evidenced  hereby from the date such advance is made at a rate per
annum equal to (i) the Alternate  Base Rate or (ii) during any Interest  Period,
LIBOR plus 1 3/4%,  as the  Borrower may elect in  accordance  with the terms of
this note, but not to exceed the maximum rate permitted by law. At any time that
an advance  evidenced by this note shall bear  interest  based on the  Alternate
Base Rate it shall be referred to herein as an "ABR  Advance".  At any time that
an advance  evidenced by this note shall bear interest based on LIBOR,  it shall
be referred to herein as a "LIBOR  Advance".  If any advance  evidenced  by this
note is not paid when due, the Borrower  agrees to pay interest on such advance,
payable  on  demand,  at a rate per annum  equal to,  if the  advance  is an ABR
Advance,  2% above the rate specified in clause (i) above and, if the advance is
a LIBOR Advance,  2% above the rate  otherwise  applicable to such advance until
the end of the then current  Interest Period and  thereafter,  2% above the rate
specified  in clause (i) above,  but in any case not to exceed the maximum  rate
permitted by law.  LIBOR  Advances  shall be in a minimum amount of $100,000 and
the  Borrower  shall  give the Bank  prior  irrevocable  notice of its desire to
borrow a LIBOR  Advance  no later than  11:00  a.m.  (New York City time)  three
Business Days prior to the proposed date of borrowing.

         "Alternate  Base Rate" shall mean,  for any day, a rate per annum equal
to the higher of (i) the Prime  Rate in effect on such day and (ii) the  Federal
Funds Rate in effect on such day plus 1/2 of 1%.

         "Business  Day"  shall mean any day other  than a  Saturday,  Sunday or
other day on which  commercial  banks in New York,  New York are  authorized  or
required by law to close and,  with respect to a LIBOR  Advance,  a day which is
also a day on which commercial banks are open for business  (including  dealings
in U.S. Dollar deposits) in London, England.

         "Federal Funds Rate" shall mean,  for any day, the weighted  average of
the rates on overnight  Federal funds  transactions  with members of the Federal
Reserve System arranged by Federal funds brokers,  as published for such day (or
if such day is not a Business Day, for the next  preceding  Business Day) by the
Federal Reserve  Bank of New York, or if such rate is not so published  for any


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                                      - 2 -


day which is a Business  Day,  the  average of  quotations  for such day on such
transactions received by the Bank from three Federal funds brokers of recognized
standing selected by the Bank.

         "Interest Period" shall mean a period of 1, 2 or 3 month(s) as mutually
agreed by the  Borrower  and the Bank no later than  11:00  a.m.  (New York City
time) three  Business Days prior to the first day of such period;  provided that
(i) if any Interest  Period would end on a day which is not a Business Day, such
Interest  Period shall end on the next succeeding  Business Day except,  if such
next  succeeding  Business Day falls in another  calendar  month,  such Interest
Period  shall end on the next  preceding  Business  Day and (ii) if any Interest
Period would begin on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end
of such Interest Period),  such Interest Period shall end on the last day of the
calendar month.

         "LIBOR" shall mean for the Interest Period relating to a LIBOR Advance,
the rate per annum (rounded, if necessary,  to the next higher 1/16 of 1%) equal
to the arithmetic  mean of the offered rates for deposits in U.S.  Dollars for a
period  comparable to such Interest  Period which appear on the LIBO Page of the
Reuters Monitor Money Rates Service (or such other page as may replace such page
on such service for the purpose of  displaying  LIBOR) as of 11:00 a.m.  (London
time) on the day  that is two  Business  Days  prior  to the  first  day of such
Interest Period.  If fewer than two rates appear on the LIBO Page of the Reuters
Monitor Money Rates Service,  LIBOR shall mean for the Interest  Period relating
to a LIBOR  Advance,  the rate per annum  (rounded,  if  necessary,  to the next
higher  1/16 of 1%) at which the Bank  offers  deposits  in U.S.  Dollars  for a
period  comparable  to  such  Interest  Period  and in an  amount  equal  to the
outstanding  principal  amount of such LIBOR  Advance  to  leading  banks in the
London  interbank  eurodollar  market as of 11:00 a.m.  (London time) on the day
that is two Business Days prior to the first day of such Interest Period.

         "Prime Rate" shall mean, for any day, the prime commercial lending rate
of the Bank as publicly  announced to be in effect from time to time,  such rate
to be adjusted  automatically,  without  notice,  on the  effective  date of any
change in such rate.  The Borrower  acknowledges  that the Prime Rate is not the
lowest rate at which the Bank may make loans or other extensions of credit.

         Each ABR Advance shall be payable ON DEMAND,  and may be prepaid at any
time without penalty,  but with interest on the amount being prepaid through the
date of  prepayment.  Each LIBOR Advance shall be payable on the last day of the
Interest  Period for such advance,  and the Borrower shall not have the right to
prepay any LIBOR Advance.

         Interest  shall  be  computed  on the  basis  of a 360 day year for the
actual number of days elapsed.  Interest on each ABR Advance shall be payable on
the last day of each  month and at the  maturity  of such  advance  (whether  by
acceleration  or otherwise).  Interest on each LIBOR Advance shall be payable at
the maturity of such advance (whether by acceleration or otherwise).



<PAGE>
                                      - 3 -

         If any payment of principal of or interest on any advance  evidenced by
this note  becomes  due and payable on a day which is not a Business  Day,  then
such payment shall be extended to the next succeeding  Business Day and interest
shall be payable at the rate set forth above during such extension.

         If the Bank shall make a new advance on a day on which the  Borrower is
to repay an advance  hereunder,  the Bank shall  apply the  proceeds  of the new
advance to make such  repayment  and only the  amount by which the amount  being
advanced exceeds the amount being repaid shall be made available to the Borrower
in accordance with the terms of this note.

         If at any time,  it becomes  illegal for the Bank to make or maintain a
LIBOR Advance,  or U.S. Dollar deposits are unavailable in the London  interbank
eurodollar  market,  then each  LIBOR  Advance  outstanding  at such time  shall
automatically  convert to an ABR  Advance  and no new  advance  may be made as a
LIBOR Advance until such circumstances no longer exist.

         The  Borrower  agrees to  compensate  the Bank for any loss (other than
lost  profit) or expense  (including,  without  limitation,  any loss or expense
arising  from  re-employment  of funds  obtained by the Bank in order to make or
maintain a LIBOR  Advance or from any payment by the Bank to the lenders of such
funds)  which the Bank may  sustain or incur in the event that (i) the  Borrower
fails to pay when due the principal  amount of or interest on any LIBOR Advance,
(ii) the  Borrower  fails  to make a  borrowing  of a LIBOR  Advance  after  the
Borrower has requested the same in accordance  with the provisions of this note,
or (iii)  the  Borrower  makes a  payment  of the  principal  amount  of a LIBOR
Advance, or a LIBOR Advance is automatically  converted to an ABR Advance, prior
to the last day of the Interest Period applicable thereto. Such compensation may
include an amount  equal to the  excess,  if any,  of (i) the amount of interest
(excluding any margin  included  therein) which would have accrued on the amount
so paid or converted,  or not so borrowed,  for the period from the date of such
payment  or  conversion  or of such  failure  to  borrow to the last day of such
Interest  Period (or, in the case of a failure to borrow,  the  Interest  Period
that would have  commenced  on the date of such  failure)  in each case at LIBOR
which is  applicable  or would have been  applicable  to such LIBOR Advance over
(ii) the amount of interest (as  reasonably  determined by the Bank) which would
have  accrued on such amount by placing  such amount on deposit for a comparable
period with leading banks in the London interbank eurodollar market.

         In the event that any law, treaty,  or government  regulation  subjects
the Bank to any tax  with  respect  to this  note or  imposes  upon the Bank any
reserve, special deposit,  assessment or similar requirement against assets held
by or deposits  in or for the account of any office of the Bank,  and the result
is to increase the cost to the Bank of making or maintaining a LIBOR Advance, or
to reduce the amount of any payment in respect of a LIBOR Advance,  by an amount
deemed  material by the Bank,  the  Borrower  shall pay to the Bank on demand an
additional amount as will compensate the Bank for such increased cost or reduced
return.



<PAGE>
                                      - 4 -


         The  Borrower's   obligations  under  the  immediately   preceding  two
paragraphs  shall survive  payment of the advances and all other amounts payable
hereunder.  A  certificate  of the Bank setting  forth such amount or amounts as
shall be  necessary  to  compensate  the Bank as  specified  in the  immediately
preceding two paragraphs shall be conclusive absent manifest error.

         The Borrower authorizes the Bank to accept telephonic instructions from
a duly authorized representative of the Borrower to make an advance hereunder or
receive any payment of an advance and to indorse on the schedule attached hereto
the amount of all advances  hereunder and all principal payments hereof received
by the Bank.

         The Bank is  authorized  to charge any deposit  account of the Borrower
maintained at the Bank for each  principal  prepayment  hereof on the date made,
and for each  principal  payment and for each interest  payment due hereunder on
the due date  thereof.  The Bank shall  credit the  Borrower's  deposit  account
maintained  at the Bank in the amount of each  advance  hereunder on the date of
such advance,  which credit will be confirmed to the Borrower by standard advice
of  credit  or  notation  in the  monthly  statement  sent  to the  Borrower  in
connection with such account.  The Borrower agrees that the actual  crediting of
the amount of the advance to the  Borrower's  deposit  account shall  constitute
conclusive  evidence  that the advance was made,  and neither the failure of the
Bank to indorse on the  schedule  attached  hereto the amount of the advance nor
the  failure of the Bank to forward  an advice of credit to the  Borrower  or to
note such advance in the monthly statement sent to the Borrower shall affect the
Borrower's obligations hereunder.

         If any of the following  events shall occur with respect to any Obligor
(which term shall include the Borrower, any guarantor hereof or any hypothecator
of any  collateral  securing  this  note):  (i)  failure  of any  Obligor in the
performance  of any of such  Obligor's  covenants  herein or in any  instrument,
document or agreement  delivered in connection  herewith and continuance of such
failure for more than seven (7) days after  notice  thereof from the Bank to the
Borrower;  (ii)  default by any  Obligor in the  payment or  performance  of any
Obligation  (which term shall include any and all present or future  obligations
or liabilities of such Obligor to the Bank,  whether incurred by such Obligor as
maker, indorser, drawer, acceptor, guarantor, accommodation party, counterparty,
purchaser,  seller or  otherwise,  and whether due or to become due,  secured or
unsecured,  absolute or  contingent,  joint and/or  several,  and  howsoever and
whensoever  acquired by the Bank);  (iii) failure of any Obligor to pay when due
any other  indebtedness for borrowed money (unless such failure to pay is waived
by the applicable  creditor),  acceleration of the maturity of such indebtedness
or the  occurrence  of any event  which with  notice or lapse of time,  or both,
would  permit  acceleration  of such  indebtedness;  (iv) if the  Obligor  is an
individual, the death or incompetence of such Obligor; (v) if the Obligor is not
an  individual,  the  dissolution,  merger or  consolidation  of, or the sale or
disposal of all or substantially  all of the assets of, such Obligor without the
prior  written  consent  of the Bank;  (vi) the  financial  condition  or credit
standing  of any  Obligor  shall be or become  materially  impaired  in the sole
opinion  of  the  Bank  or  any  of  its  officers;  (vii)  commencement  of any
proceeding,  procedure  or other remedy  supplemental  to the  enforcement  of a
judgment against any Obligor;  (viii) any representation or warranty made by any
Obligor or any financial or other statement of any Obligor delivered to the Bank
by or on behalf of any Obligor proves to be untrue, incorrect or incomplete when
made or delivered; (ix) the death of the insured under any life insurance policy


<PAGE>


                                      - 5 -

held as collateral by the Bank for the  Obligations  of any Obligor with respect
to this note,  or the  non-payment  of any  premiums on any such life  insurance
policy; (x) the validity or enforceability of this note, any guarantee hereof or
any other  document  delivered  in  connection  herewith  shall be  contested or
declared  null  and  void or any  Obligor  shall  deny it has any  liability  or
obligation under or with respect to this note, any guarantee hereof or any other
document  delivered by it in  connection  herewith;  (xi) any Obligor shall make
payment  on  account  of  any  indebtedness  subordinated  to  the  indebtedness
evidenced by this note in contravention of the terms of such  subordination;  or
(xii) the line of credit  under which the  advances  evidenced  by this note are
made shall be canceled;  then the LIBOR Advances  evidenced by this note and all
accrued  interest  thereon  shall  become  due  and  payable   forthwith,   upon
declaration  to that effect by the Bank,  without  notice to the Borrower or any
other Obligor, anything contained herein or in any other document, instrument or
agreement to the contrary notwithstanding.

         All  advances  evidenced  hereby  together  with all  accrued  interest
thereon shall become  immediately  and  automatically  due and payable,  without
demand, presentment,  protest or notice of any kind, upon the commencement by or
against any Obligor of a case or proceeding under any bankruptcy,  insolvency or
other law relating to the relief of debtors,  the  readjustment,  composition or
extension of indebtedness or reorganization or liquidation.

         The Borrower waives presentment, demand, protest and notice of protest,
non-payment or dishonor of this note.

         The Borrower  acknowledges  that the ABR Advances  evidenced hereby are
payable on demand and  payment  thereof  may be demanded by the Bank at any time
for any reason in the sole and absolute discretion of the Bank.

         The Bank  shall  have a lien on the  balances  of the  Borrower  now or
hereafter  on deposit  with or held as  custodian by the Bank and the Bank shall
have full authority to set off such balances against the indebtedness  evidenced
by this note or any other Obligation and may at any time, without notice, to the
extent  permitted by law, apply the same to the advances  evidenced by this note
or such other Obligations, whether due or not.

         All obligations of the Borrower to the Bank under this note are secured
pursuant to the terms of any  security  agreement  executed  by the  Borrower in
favor of the Bank dated of even date  herewith as such  agreement may be amended
or modified from time to time and any other security agreement that the Borrower
shall have  executed or shall at any time execute in favor of the Bank,  and the
Bank is entitled to all the benefits thereof.

         The Borrower agrees to pay all costs and expenses  incurred by the Bank
incidental  to or  in  any  way  relating  to  the  Bank's  enforcement  of  the
obligations of the Borrower hereunder or the protection of the Bank's rights, in
connection herewith,  including,  but not limited to, reasonable attorneys' fees
and expenses, whether or not litigation is commenced.


<PAGE>

                                      - 6 -

Promptly  upon  the  Bank's  request,   the  Borrower  agrees  to  furnish  such
information (including, without limitation, financial statements and tax returns
of the  Borrower)  to the Bank and to permit the Bank to inspect and make copies
of its books and  records,  as the Bank shall  reasonably  request  from time to
time.

         So long as any  obligation  of the Borrower to the Bank under this note
is or may be outstanding and unpaid, the Borrower agrees that it will not grant,
without the prior  written  consent of the Bank, a security  interest in, a lien
upon or an  assignment  of,  any of its  current  assets  (as so  classified  in
accordance with generally accepted accounting principles) now owned or hereafter
acquired,   to  secure  any   obligation  for  the  payment  of  borrowed  money
indebtedness except indebtedness owed to the Bank, it being understood,  for the
avoidance of doubt,  that such current assets shall not include any  copyrights,
trademarks,  service marks, patents or other similar rights and interests of the
Borrower.

         The Borrower waives any right to claim or interpose any counterclaim or
set-off of any kind in any litigation  relating to this note or the transactions
contemplated hereby.

         This note 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.

         This note may be  assigned  or  indorsed  by the Bank and its  benefits
shall inure to the successors, indorsees and assigns of the Bank.

         The Borrower  authorizes the Bank to date this note and to complete any
blank space herein according to the terms upon which said advances were granted.

         No  failure  on the  part of the  Bank to  exercise,  and no  delay  in
exercising,  any  right,  remedy or power  hereunder  shall  operate as a waiver
thereof,  nor shall any  single or  partial  exercise  by the Bank of any right,
remedy or power hereunder  preclude any other or future exercise  thereof or the
exercise of any other right, remedy or power.

         Each and every right,  remedy and power  hereby  granted to the Bank or
allowed it by law or other  agreement  shall be cumulative  and not exclusive of
any other right,  remedy or power,  and may be exercised by the Bank at any time
and from time to time.

         Every  provision of this note is intended to be severable;  if any term
or provision  of this note shall be invalid,  illegal or  unenforceable  for any
reason, the validity,  legality and  enforceability of the remaining  provisions
hereof shall not in any way be affected or impaired thereby.

         The Borrower represents and warrants that the Borrower is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
state of its  incorporation and is duly qualified to do business in the State of
New York; that the execution, delivery and performance of this  note are  within



<PAGE>


                                      - 7 -


the Borrower's  corporate  powers and have been duly authorized by all necessary
action  of its  board  of  directors  and  shareholders;  and that  each  person
executing this note has the authority to execute and deliver this note on behalf
of the Borrower.

         THE PROVISIONS OF THIS NOTE SHALL BE CONSTRUED AND INTERPRETED, AND ALL
RIGHTS AND OBLIGATIONS HEREUNDER DETERMINED,  IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK  WITHOUT  REGARD TO THE  PRINCIPLES  OF CONFLICT OF LAWS.  THE
BORROWER  SUBMITS TO THE JURISDICTION OF STATE AND FEDERAL COURTS LOCATED IN THE
CITY  AND  STATE  OF NEW YORK IN  PERSONAM  AND  AGREES  THAT  ALL  ACTIONS  AND
PROCEEDINGS RELATING DIRECTLY OR INDIRECTLY TO THIS NOTE SHALL BE LITIGATED ONLY
IN SAID COURTS OR COURTS LOCATED ELSEWHERE AS SELECTED BY THE BANK AND THAT SUCH
COURTS ARE CONVENIENT  FORUMS.  THE BORROWER WAIVES PERSONAL SERVICE UPON IT AND
CONSENTS TO SERVICE OF PROCESS BY MAILING A COPY THEREOF TO IT BY  REGISTERED OR
CERTIFIED MAIL.

         THE  BORROWER  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
NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.


THINK NEW IDEAS, INC.                                Address:
                                                     45 West 36th  Street
                                                     12th  Floor
                                                     New York, New York 10018

By: /s/ Melvin Epstein
   --------------------------
Name:  Melvin Epstein
       ----------------------
Title:   C.F.O.
       ----------------------

By:
   --------------------------
Name:
       ----------------------
Title:
       ----------------------


<PAGE>
<TABLE>
<CAPTION>


                                    Schedule

                                       to

                                 Promissory Note

                                   Executed by

                              THINK New Ideas, Inc.
<S>               <C>                <C>            <C>                      <C>              <C>              <C>
   Date of          Amount of          Type of          Maturity Date                           Amount of         Aggregate Unpaid
   Advance           Advance          Advance*          of Advance**          LIBOR **           Payment          Principal Amount
--------------    --------------     ------------    --------------------    ------------     --------------    --------------------







</TABLE>



-----------------------

*     Insert "ABR" or "LIBOR", as applicable.
**    Only applicable for LIBOR Advances.