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Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This AGREEMENT is made and entered into as of the 27th day of April, 2002, by
INTERNATIONAL MICROCOMPUTER SOFTWARE, INC., (IMSI) a California corporation
having its principal place of business at 75Rowland Way, Novato, California
94945(the Company) and MARTIN R. WADE, III, residing at 19 Roland Drive,
Short Hills, New Jersey 07078 (Executive).

WITNESSETH

WHEREAS,the Company desires to engage for itself the experience, abilities and
service of Executive in principal executive capacities, and Executive desires
to be so engaged, upon the terms and conditions specified herein;

NOW, THEREFORE,in consideration of the premises and the mutual covenants,
terms and conditions hereinafter set forth, and for other good and valuable
consideration, receipt of which is specifically acknowledged, the parties
hereto hereby agree as follows:

1.  Employment  The Company hereby employs Executive, and Executive hereby
accepts such employment from the Company, to serve as the Chief Executive
Officer of the Company in accordance with the terms of this Agreement.

2.  Executives Duties



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Company hereby agrees to employ Executive, and Executive agrees
faithfully and to the best of his ability, in the position of Chief
Executive Officer, to discharge the duties of said office, which shall
include general and active management and supervision of the Company,
identifying, evaluating and executing acquisitions and strategic
investments, analyzing new business ventures and negotiating strategic
alliances, and performance of such other duties and services of an
executive, administrative and managerial nature as shall be specified and
designated from time to time by the Board of Directors of the Company in
connection with the business and activities of the Company.                                                                                                                                                                                                                                                                                                                       
|
| | (b) Executive agrees to devote his best efforts, energy and skill to the
performance of his duties described in Section 2(a) of this Agreement;
provided, however, that Executive may engage in consulting activities for
other entities with the prior written consent of the Company, which may
be withheld in its discretion. Except for any such consulting services
approved by the Company and the consulting services specified in the last
sentence of this paragraph, Executive shall devote his full business time
to his duties under this Agreement. Notwithstanding the foregoing,
Executive may continue his consulting arrangements with Bengal Capital
and their respective affiliates and may continue to serve on the boards
of directors of DIMON Incorporated and Energy Transfer Group, Inc., as
long as the time devoted to such consulting arrangements and service as a
director of the boards of directors of other companies during regular
business hours does not exceed 10 hours per month in the aggregate.
|
| | (c) Executive agrees to observe and comply with all rules, regulations,
policies and practices adopted by the Company, either orally or in
writing, both as they now exist and as they may be adopted or modified
from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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3.  Term  The term of this Agreement shall be for a period of thirty-six (36)
months commencing on January 1, 2002 and ending on December 31, 2004 (the
Initial Term) and shall not automatically extend for additional one-year
periods (each, an Extended Term) unless the Company gives Executive notice
(the Non-Renewal Notice), not fewer than 60 days prior to the end of the then
current term, that the Agreement will be so extended.

4.  Compensation  The Company shall pay Executive a base annual salary of
$200,000 in equal monthly installments. The Compensation Committee of the
Companys Board of Directors shall determine any increases in Executives base
annual salary in its sole discretion based on the Companys performance under
the Companys annual plan. The Company shall pay an initial bonus of $25,000
by 5/1/2002.

The Company shall pay to Executive an annual bonus payable in a lump sum
according to the following schedule and terms:

|          |  |                                                               
|--------- |  | --------------------------------------------------------------
|8/15/2002 |  | $25,000 if the Company meets its annual plan for fiscal 2002. 
|         
|         
|         
|         
|8/15/2003 |  | $50,000, if the Company meets its annual plan for fiscal 2003.
|         
|         
|         
|         
|8/15/2004 |  | $50,000, if the Company meets its annual plan for fiscal 2004.

All amounts paid to Executive under this Agreement shall be paid in accordance
with normal payroll practices of the Company.

5.  Equity Participation Warrants 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Company and Executive have executed and delivered the Warrant
Agreement (the Warrant Agreement) in the form attached hereto as
Exhibit A and incorporated herein by this reference providing Executive
the right to acquire One Million Two Hundred and Fifty Thousand
(1,250,000) shares of the Companys common stock at the closing price of
the Companys common stock on March 1, 2002, with vesting of the warrants
on March 1, 2003, and other terms as are set forth in the Warrant
Agreement and any Warrant Plan of the Company then in effect.                                 
|
| | (b) In addition, upon the sale or merger of the Company, or acquisition
of at least fifty one percent (51%) of the Companys common stock by a
single corporate entity, while Executive is employed as Chief Executive
Officer of the Company or as a result of Executives efforts while so
employed, the Company shall grant Executive a warrant to purchase Two
Million (2,000,000) shares of the Companys common stock at the average
closing price of the Companys stock over the twelve (12) months
preceding the execution of a definitive agreement for such sale, merger,
or acquisition.

6.  Termination.



| |                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Company may terminate Executives employment under this Agreement
for Cause, as defined in Section 6(b)(i). This Agreement shall also
terminate upon Executives death or, to the extent permitted under the
law, Disability as defined in Section 7(a).
|
| | (b) For purposes of this Agreement, the following terms shall be defined
as follows:                                                                                                                                                                            



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Cause shall mean termination due to the Executives dishonesty,
fraud, insubordination to the Board of Directors, willful misconduct,
refusal to perform services, materially unsatisfactory performance of
duties, exceeding consulting limits of Paragraph 2.(b) above, or
unauthorized use or disclosure to any person or entity of any
confidential information or trade secrets of the Company or its
affiliates, conviction of a crime other than a minor traffic

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| |                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | violation, or Executive acts in a way that has a material adverse effect
on the Companys reputation, all as determined by the Board of
Directors.                                                                                  
|
| | (ii) Notice of Termination  If the Company terminates this Agreement
for any reason, the Company shall communicate such termination by
written Notice of Termination to Executive, which shall set forth the
basis for termination.

7.  Compensation Upon Termination by Company or During Disability



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) During any period that Executive fails to perform his duties under
this Agreement as a result of circumstances under which Executives
physical or mental condition renders him unable to perform his duties and
such inability continues for in excess of ninety (90) consecutive or
one-hundred eighty (180) non-consecutive calendar days in any consecutive
twelve-month period (such circumstances referred to herein as
Disability), Executives benefits shall be determined in accordance
with the Companys long-term disability plan, if any, then in effect;
provided that in all events Executive shall continue to be provided all
salary and benefits hereunder during any elimination or waiting period
under any such plan.                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (b) If the Company terminates this Agreement for Cause (other than Death
or Disability), the Company shall pay Executives compensation under this
Agreement through the Date of Termination at the rate in effect at the
time Notice of Termination is given and the Company shall have no further
obligation to Executive under this Agreement except in respect of the
Executives rights to and under Warrants issued prior to the date of
termination under this Agreement. If this Agreement terminates by reason
of Executives death or Disability, the Company shall pay Executives
full base annual salary to Executive or Executives beneficiaries or
estate, as appropriate through the period ending six (6) months after the
date of termination at the rate in effect at the time of Executives
death or commencement of Disability, as the case may be, and the Company
shall have no further obligation under this Agreement except in respect
of the Executives rights to and under Warrants issued and vested prior
to the date of termination under this Agreement, all of which may be
transferred to the Executives heirs.
|
| | (c) If the Company terminates this Agreement other than for Cause or
other than by reason of death or Disability, then Executive shall be
entitled to the benefits provided below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



| |                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) The Company shall pay Executive s full base annual salary to
Executive through the date of termination, and on a monthly basis
for twelve (12) months after the date of termination at the rate in
effect at the time Notice of Termination is given; and
|
| | (ii) All of Executives vested Warrants shall remain vested and all
unvested Warrants of the Company then in effect shall immediately
vest as of the date of termination and not be subject to
forfeiture.                                                    

8.  Executives Rights Under Certain Plans: Reimbursement for Expenses  The
Company agrees that nothing contained herein is intended to or shall be deemed
to be granted to Executive in lieu of any rights and privileges which Executive
shall be entitled to as an employee of the Company under any retirement,
pension, insurance, hospitalization, medical, disability or other plan which
may now or hereafter be in effect and generally applicable to executives of the
Company, it being understood that Executive shall have the right and privilege
to participate in such plan or benefits. Executive shall be entitled to incur
on behalf of the Company reasonable and necessary expenses in connection with
the performance of his duties, and the Company shall pay for or reimburse
Executive for all such expenses upon presentation of proper receipts therefore,
subject to such policies as the Company may from time to time establish for its

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employees and executives. In addition to reimbursement for all reasonable and
necessary expenses in connection with the performance of his duties, Executive
shall be entitled to receive reimbursement for
reasonable and necessary moving expenses of a maximum of $25,000 and temporary
living expenses of a maximum of $5,000 per month for six months, upon
presentation of proper receipts therefor.

9.  Vacation  Executive shall accrue paid vacation time of four (4) weeks
during each year subject to the Companys standard vacation policy for
executives.

10.  Protection of the Companys Interest



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Proprietary and Confidential Information  Executive acknowledges that
while he performs services hereunder, he will receive, will have access to,
and become acquainted with information and materials setting forth the
Companys Confidential Information (as defined below). Executive hereby
agrees that all such Confidential Information is the sole and exclusive
property of the Company, and that, during the term of this Agreement and
continuing thereafter, Executive will not use or disclose any such information
other than in the course of performing his duties under this Agreement or as
authorized in writing by the Company. Executive further agrees that upon
expiration or termination of this Agreement, Executive shall not take or use
any such information or materials of the Company. Executive further agrees
that, upon termination of his services with the Company, all such information
or materials then in Executives possession, whether prepared by him or others
will be left with the Company. For purposes of this Section 10,
''Confidential Information means information disclosed to Executive, not
generally known in the industry in which the Company is or may become engaged,
about the Companys products, processes, services, suppliers, vendors,
customers, employees, marketing plans and strategies, contracts, licenses,
disputes, financial projections, partners, joint ventures and affiliates.
|
| | (b) Notwithstanding anything to the contrary set forth in this Section 10, if
any provision of this Section 10, or the application thereof to any
circumstance, is held invalid for any reason whatsoever, such invalid
provision shall be severable and such invalidity shall not affect any other
provision of this Section 10, or the application thereof to any other
circumstance, which can be given effect without such invalid provision or
application.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (c) With respect to all Inventions (as hereinafter defined) made or conceived
by Executive, whether or not during the hours of Executives services, or with
the use of the Companys and/or its affiliates facilities, materials, or
personnel, either solely or jointly with others, during the term of this
Agreement, and without royalty or any other consideration, the following shall
apply:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Reports  Executive shall inform the Company promptly and fully of
such Inventions by a written report, setting forth in detail the
structures, procedures, and methodology employed and the results
achieved.                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (ii) Assignment  Executive hereby assigns and agrees to assign to the
Company all of his right, title and interest to Executives Inventions
and to all proprietary rights of every kind and nature therein, based
thereon, or related thereto, including, but not limited to, applications
for United States and foreign letters patent and resulting letters
patent, trademarks, and copyrights. This assignment provision shall not
apply to an invention that qualifies fully under the provisions of
California Labor Code Section 2870, which is set forth in Exhibit B
attached hereto and incorporated herein.
|
| | (iii) Patents  At the Companys request and expense, Executive shall
execute such documents as the Company deems necessary to vest in the
Company sole and exclusive title to or otherwise to                                                                                                                                                                                                                                                                                                                                                                                                                         

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | secure and protect the Companys rights in such Inventions and in all
related trademarks, copyrights and/or patent rights, and Executive shall
provide such assistance as may be deemed
necessary by the Company to apply for, defend or enforce any United
States and foreign letters patent, trademarks or copyrights based upon or
related to such Inventions, as well as all reissues, renewals and
extensions thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (iv) Inventions  mean all inventions, improvements, and trade secrets,
whether or not patentable or otherwise protectable, that Executive
conceives, develops, or reduces to practice, alone or jointly with
others, which relate to any present or prospective activities of the
Company and/or its affiliates, including, but not limited to, devices,
processes, methods, formulae, techniques, modifications and improvements
to the Inventions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (v) Non-Exclusive License  In the event that the Company terminates
Executive s services other than for Cause, then Executive shall have
hereby a royalty free, transferable, non-exclusive, perpetual license
with respect to all Inventions assigned, licensed or developed by
Executive to the Company during the term of this Agreement and Executive
shall have the right to retain any Confidential Information with respect
to such Inventions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (d) Executive acknowledges and agrees that a violation of this Section 10
of this Agreement shall cause irreparable harm to the Company and that
the Company shall be entitled to specific performance of this Agreement
or an injunction without proof of special damages, together with the
costs and reasonable attorneys fees incurred by the Company in enforcing
its rights under this Section 10. Further, Executive acknowledges that
the restrictions and agreements set forth in this Section 10 are in
addition to, and are not intended to limit or diminish in any way, any
other restrictions or remedies of law or contract, and that the Company
shall be entitled, in addition to any other right and remedy available to
it at law or in equity, to an injunction enjoining or restraining
Executive from any violation or threatened violation of this Section 10,
and Executive hereby consents to the issuance of such injunction without
bond or other security.
|
| | (e) The provisions of this Section 10 of this Agreement shall survive the
termination of Executives retention hereunder and continue to be binding
upon Executive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

11.  No Unfair Competition  Executive will not, at any time through the end of
the then current term (either Initial Term or Extended Term, as the case may
be), anywhere in the United States, either directly or indirectly, engage in,
with or for any enterprise, institution, whether or not for profit, business,
or company, competitive with the business (as identified herein) of the Company
as such business may be conducted on the date thereof as a creditor, guarantor
or financial backer, stockholder, director, officer, consultant, advisor,
employee, member, inventor, producer, director, or otherwise of or through any
corporation, partnership, association, sole proprietorship or other entity;
provided, that an investment by Executive, his spouse or his children or other
affiliate of not more than five (5%) percent of the total equity of such entity
shall be permitted. For purposes of this Section 11, the business of the
Company shall be limited to publishing or reselling of software and providing
content or services over the Internet and wireless communications. For a
period of one (1) year following the termination of this Agreement, Executive
agrees that he will not solicit or hire, either as an employee or independent
contractor, any employee of the Company or its affiliates or any person who had
been an employee of the Company or its affiliates within one year prior to such
solicitation or engagement.

12.  Offering Allocation  In the event that the Company files a registration
statement under the Securities Act of 1933, as amended (the Securities Act)
for the sale of shares of the Companys common stock to the public, then the
Company shall, if the Company has established a directed share or similar
program to

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enable a class of persons to purchase, on a pro rata basis a portion of the
common stock so offered, include Executive in such class of persons.

13.  Board Seat  The Company shall use its best efforts to cause the
nomination and election of Executive to the Board of Directors of the Company
so long as this Agreement is in effect.

14.  Dispute Resolution  The Parties agree to submit any disputes involving
money or damages greater than $5,000 relating to this Agreement and/or
transactions, duties, or obligations to be performed under this Agreement, to
mediation with a mediator approved by the Parties to the dispute. If the
Parties resolve their disputes through mediation, the Parties shall share the
mediators fees evenly but pay their own attorneys fees and other expenses
related to mediation. If mediation fails to resolve all disputes within thirty
(30) days after the Parties submit the dispute to a mediator, then either Party
may file a court action or request arbitration. The Parties agree that
mediation is a pre-condition to filing an action of any kind. The prevailing
Party in any action or arbitration relating to transactions contemplated by
this Agreement shall be entitled to costs and expenses including reasonable
attorneys fees and the attorneys fees and expenses incurred in connection with
mediation that failed to resolve the dispute. Claims of $5,000 or less may be
submitted to mediation or small claims court.

15.  Entire Agreement  This Agreement supersedes and cancels any and all prior
agreements between the parties hereto, express or implied, relating to the
subject matter hereof. This Agreement, together with the Warrant Agreement,
sets forth the entire agreement between the parties hereto. It may not be
changed, altered, modified, or amended except in a writing signed by both
parties.

16.  Non-Waiver  The failure or refusal of either party to insist upon the
strict performance of any provision of this Agreement or to exercise any right
in any one or more instances or circumstances shall not be construed as a
waiver or relinquishment of such provision or right, nor shall such failure or
refusal be deemed a custom or practice contrary to such provision or right.

17.  Non-Assignment  Executive shall have no right to delegate any of the
duties created by this Agreement, and any delegation or attempted delegation of
Executive duties, shall be null and void. In all other respects, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, beneficiaries, personal representatives,
successors, permitted assigns, officers and directors.

18.  Severability  If any paragraph, term or provision of this Agreement shall
be held or determined to be unenforceable, the balance of this Agreement shall
nevertheless continue in full force and effect unaffected by such holding or
determination. In addition, in any such event, the parties agree that it is
their intention and agreement that any such paragraph, term or provision which
is held or determined to be unenforceable as written, shall nonetheless be
enforced and binding to the fullest extent permitted by law as though such
paragraph, term or provision has been written in such a manner and to such an
extent as to be enforceable under the circumstances. Without limitation of the
foregoing, with respect to any restrictive covenant contained herein, if it is
determined that any such provision is excessive as to duration or scope, it is
intended that it nonetheless be enforced for such shorter duration or with such
narrower scope as will render it enforceable.

19.  Notices  All notices hereunder shall be in writing. Notices may be
delivered personally, or by mail, Postage prepaid, to the respective addresses
noted above.

20.  Governing Law  The laws of the State of California shall govern this
Agreement which is executed and to be performed in the State of California.
The parties agree that Marin County, California shall be the proper venue for
any actions or proceedings relating to disputes arising out of this Agreement.

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21.  Captions and Titles  Captions and titles have been used in this Agreement
only for convenience, and in no way define, limit, or describe the meaning of
this Agreement or any part thereof.

22.  Executives Representations and Warranties  Executive represents and
warrants that he has returned to or left with his former employer all of the
former employers property and confidential proprietary material and that he
will not disclose to Company, or use during his employment by Company, any of
his previous employers trade secrets and confidential proprietary information.
Executive further represents and warrants that neither the execution of this
Agreement, nor employment with Company, nor performance of the duties required
hereby will violate any obligations of Executive to any former employer or
breach any agreement to keep in confidence information acquired by him or her
before his employment by Company, and that he has not entered into, and will
not enter into any agreement, either written or oral, that conflicts with this
Agreement. Executive understands and agrees that the representations and
warranties set forth in this paragraph are material inducements upon which
Company has relied in entering into this Agreement.

23.  Special Indemnity  The Company shall indemnify Executive if Executive is
made a party or is threatened to be made a party to any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative by reason of the fact that Executive is or was a director,
officer, employee, or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
judgments, fines and amounts paid in settlement and expenses (including,
without limitation, attorneys fees) actually incurred by Executive in
connection with such action, suit or proceeding if Executive acted in good
faith and in a manner Executive reasonably believed to be in or not opposed to
the best interest of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe Executives conduct was
unlawful. The foregoing indemnity shall be in addition to and not in lieu of
any other or additional indemnity provided from time to time by the Company.
This paragraph does not apply to any claims resulting from Executives services
as a director, officer, or agent of Digital Creative Development Corp., known
as DCDC.

IN WITNESS WHEREOF,the parties have executed and delivered this Agreement as
of the date first above written.

ACKNOWLEDGED AND AGREED:

|                                          |  |                                                            
|----------------------------------------- |  | -----------------------------------------------------------
|INTERNATIONAL MICROCOMPUTER
SOFTWARE, INC |  | EXECUTIVE                                                  
|                                         
|                                         
|                                         
|                                         
|By:/S/ Bruce Galloway                     |  | By: /s/ Martin Wade, III                                   
|                                         
|                                         
|                                         
|                                         
|Bruce Galloway                            |  | Martin Wade, III                                           
|                                         
|                                         
|                                         
|                                         
|Chairman                                  |  | Director, Chief Executive Officer &
Chief Financial Officer

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