**EXHIBIT
        NO#**
  **AMENDMENT
        #2 to 15% PROMISSORY NOTE**
  
  THIS
        AMENDMENT #2 to 15%
        PROMISSORY NOTE (the
“ ***Agreement*** ”)
        is
        made and entered into as of May 31, 2005, between Digital Creative Development
        Corporation, (“ ***DCDC*** ”),
        with
        its principal office located at 200 East 82 nd Street,
        New York, New York 10028 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.
        (“IMSI”) entered into a 15% Promissory Note (the “ ***Note*** ”)
        and
        Pledge and Security Agreement pursuant to which DCDC borrowed from IMSI three
        hundred and fifty thousand dollars ($350,000) which was due and payable with
        accrued interest on September 18, 2004 and secured by a pledge of four hundred
        thousand (400,000) shares of the common stock of IMSI of which DCDC is the
        owner; and
  WHERAS
        on
        September 12, 2004, DCDC and IMSI entered into Amendment #1 of the Note which
        extended the maturity date of the Note to May 31, 2005, and provided for
        additional collateral; and
  WHEREAS
        on January 5, 2005 MULTI-MAG purchased the Note from IMSI; and
  WHEREAS,
        DCDC and MULTI-MAG desire to amend the terms of the 15% Promissory Note and
        Amendment #1 in regard to the date on which the outstanding principal and
        interest are due and payable; and
  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 mutual 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 September 19, 2004 through May 31,
        2005
        under the Note to MULTI-MAG no later than June 30, 2005 which is Thirty-Four
        thousand Five hundred Twenty-Nine and 55/100 dollars ($34,529.55). Additionally,
        interest will be paid on the Note from June 1, 2005 through the payment date,
        which will be no later than June 30, 2005 at the rate of $135 per
        day.
  **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 May 31, 2005 to December 31, 2005.
 
 -1-
 **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 Agreement 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.**  **C** **ounterparts.** ****
  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]
   -2-
 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:
                
                Name:
                  Gary Herman
                Title:
                  CEOMULTI-MAG
                  CORPORATION
                
                By:
                
                Name:
                Title:
 
 
 -3-