Unassociated Document


    


    AMENDMENT
      #5 to 15% PROMISSORY NOTE

    


    THIS
      AMENDMENT #5 to 15% PROMISSORY NOTE (the “Agreement”)
      is
      made and entered into as of May 30, 2007, between Digital Creative Development
      Corporation, (“DCDC”),
      with
      its principal office located at 720 Fifth Avenue, 10th
      Floor,
      New York, New York, 10019 and Multi Mag Corporation (“MULTI-MAG”) located at 15
      Point Road, Bellport, NY.

    


    RECITALS

    


    WHEREAS,
      on September 18, 2003, DCDC and International Microcomputer Software, Inc.
      (N/K/A Broadcaster Inc.) entered into a 15% Promissory Note (the “Note”)
      and
      Pledge and Security Agreement pursuant to which DCDC borrowed from IMSI (N/K/A
      Broadcaster Inc.) three hundred and fifty thousand dollars ($350,000) which
      is
      due and payable with accured interest on September 18, 2004 and secured by
      a
      pledge of four hundred thousand (400,000) shares of the common stock of
      Broadcaster of which DCDC is the owner, and

    


    WHEREAS
      on September 12, 2004, DCDC and IMSI (N/K/A Broadcaster Inc.) entered into
      Amendment #1 of the Note which extended the maturity date of the Note to May
      31,
      2005, provided for the payment of $25,000 of principal balance, and provided
      for
      additional collateral; and

    


    WHEREAS
      on January 5, 2005 MULTI-MAG purchased the Note from IMSI (N/K/A Broadcaster
      Inc.); and 

    


    WHEREAS,
      DCDC and MULTI-MAG amended the terms of the 15% Promissory Note with Amendment
      #2 in regard to the date on which the outstanding principal and interest are
      due
      and payable; and

    


    WHEREAS,
      the Parties amended the terms of the Note in December 2005 with Amendment
      #3;

    


    WHEREAS,
      the Parties amended the terms of the Note in May 2006 with Amendment
      #4;

    


    WHEREAS,
      capitalized terms not defined herein shall have the meanings ascribed to them
      in
      the Note or Pledge and Security Agreement, as appropriate,

    


    NOW,
      THEREFORE, in consideration of the premises, the mututal covenants and
      agreements contained herein and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:

    


    Section
      1.1. Payment of all Interest Currently Due

    


    DCDC
      shall pay all accrued interest due from June 1, 2006 through May 31, 2007 under
      the Note to MULTI-MAG no later than July 15, 2007. Interest is Forty Eight
      Thousand Seven Hundred Fifty and 00100 ($48,750) Dollars, and computed based
      on
      the remaining principal balance of $325,000.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      1.2 Extension of Due Date.

    


    MULTI-MAG
      shall extend the date upon which the entire principal and the remaining accrued
      interest on the Note is due from December 31, 2006 to December 31,
      2007.

    


    Section
      1.3 No other Changes.

    


    Except
      as
      set forth herein, there are no other modifications, amendments or changes to
      the
      15% Promissory Note or Pledge and Security Agreements and all such agreements
      shall continue in full force and effect, as amended herein.

    


    Section
      1.4 Entire Agreement.

    


    This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter hereof, supersedes and is in full substitution for any
      and
      all prior agreements and understandings among them relating to such subject
      matter.

    


    Section
      1.5 Counterparts.

    


    For
      the
      convenience of the parties, any number of counterparts of this Agreement may
      be
      executed by any one or more parties hereto, and each such executed counterpart
      shall be, and shall be deemed to be, an original, but all of which shall
      constitute, and shall be deemed to constitute, in the aggregate but one and
      the
      same instrument.

    


    Section
      1.6 Severability.

    


    In
      the
      event that any one or more of the provisions contained in this Agreement or
      in
      any other instrument referred to herein, shall , for any reason, be held to
      be
      invalid, illegal or unenforceable in any respect, then to the maximum extent
      permitted by law, such invalidity, illegality or unenforceability shall not
      affect any other provision of this Agreement or any other such instrument.
      Furthermore, in lieu of any such invalid or unenforceable term or provision,
      the
      parties hereto intend that there shall be added as a part of this Agreement
      a
      provision as similar in terms to such invalid or unenforceable provision as
      may
      be possible and be valid and enforceable.

    


    [SIGNATURES
      ON FOLLOWING PAGE]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, DCDC and MULTI-MAG have executed and delivered this Amendment
      as of the day and year first written above.

     

    
      	 	 	 
	 	
              DIGITAL
                CREATIVE DEVELOPMENT CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	Gary Herman
	 	
              

              Name:
                Gary Herman

            
	 	
              Title:
                President

            


    

     

    
      	 	 	 
	 	
              MULTI-MAG
                CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	Alexander
              Goren
	 	
              

              Name:
                Alexander Goren

            
	 	
              Title:
                Vice President