**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, 10 th 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.
      (“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, 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; 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 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 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 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]







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:
                PresidentMULTI-MAG
                CORPORATION
              By:
                __________________________________
              Name:
              Title: