Unassociated Document


    
      EXHIBIT
        NO#

      AGREEMENT

      


      


      This
        Agreement is made and entered as of the __ day of January, 2005, by and between
        International Microcomputer Software, Inc., a California corporation ("IMSI")
        Digital Creative Development Corporation, a Delaware corporation
        ("DCDC"),
        and
        Multi
        Mag Corporation having an address at 15 Point Road, Bellport, New York
        ("Purchaser").

      


      Whereas,
        IMSI is the holder of a 15% Promissory Note originally issued in the principal
        amount of $350,000 by DCDC on September 18, 2003, and modified by an Agreement
        (the "Modification Agreement") by and between IMSI and DCDC dated September
        18,
        2004 (the Promissory Note as modified hereinafter referred to as the "Note")
        and
        upon which a current principal balance of $325,000 is outstanding; and


      


      Whereas,
        IMSI's rights under the Note are secured pursuant to a Pledge and Security
        Agreement by and between DCDC and IMSI, dated September 18, 2003, as modified
        by
        the Modification Agreement (the Pledge and Security Agreement as modified
        hereinafter referred to as the "Pledge Agreement"); and 

      


      Whereas,
        pursuant to the Pledge Agreement, DCDC has pledged to IMSI collateral consisting
        of 400,000 shares of IMSI common stock represented by Certificate No. Ms
        14780
        (the "IMSI Stock") and 304,250 shares of Series A Preferred stock of Access
        Propeller Holdings, Inc. (the "AP Stock") represented by Certificate No.
        PA4
        (the IMSI Stock and AP Stock hereinafter referred to collectively as the
        "Collateral"); and 

      


      Whereas,
        Purchaser has agreed to purchase and IMSI has agreed to sell to Purchaser
        the
        Note and all of IMSI's rights under the Pledge Agreement;

      


      Now
        therefore, in consideration of the premises and the mutual covenants contained
        herein, the parties hereto hereby agree as follows:

      


      1.
        Purchase
        and Sale of the Note and Rights Under the Pledge Agreement.
        IMSI has
        agreed to sell, transfer and assign to Purchaser, and Purchaser has agreed
        to
        Purchase from IMSI, the Note and all of IMSI's rights pursuant to the Pledge
        Agreement.

      


      2.
        DCDC's
        Consent to Sale of Note and Assignment of Rights Pursuant to Pledge
        Agreement.
        As an
        inducement to Purchaser to purchase the Note and rights pursuant to the Pledge
        Agreement from IMSI, DCDC hereby confirms its consent to such sale and
        assignment, and agrees that it shall hereafter treat Purchaser as the "Payee"
        under the Note, as if Purchaser had been named Payee in the Note. DCDC further
        acknowledges hereby its consent to the assignment of the Pledge Agreement
        by
        IMSI to Purchaser, as required by Section 14 of the Pledge
        Agreement.

      


      
        
          
          

        

        
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      3.
        Purchaser's
        Representations.
        Purchaser hereby represents and warrants to IMSI that:

      


      a)
        Purchaser is purchasing the Note for investment and not with a view to the
        distribution thereof;

      


      b)
        Purchaser understands that the IMSI Stock, if actually acquired by Purchaser
        by
        foreclosure pursuant to the Pledge Agreement, will have been acquired from
        an
        Affiliate of IMSI, as that term is defined in Rule 144 promulgated by the
        Securities and Exchange Commission pursuant to the Securities Act of 1933,
        as
        amended (the "Act"). Purchaser represents and warrants to IMSI that Purchaser
        is
        not purchasing the Note and rights under the Pledge Agreement for the purpose
        of
        acquiring the IMSI Stock. Further, Purchaser acknowledges its understanding
        that, in the event it should foreclose upon the Collateral and thereby acquire
        the IMSI Stock, such stock will be "restricted securities" as defined in
        Rule
        144(a)(3) and may only be sold by it in compliance with the conditions
        pertaining to resale of restricted securities as provided in Rule 144, or
        pursuant to an exemption from the registration requirements of the Act.
        Purchaser understands and agrees that, prior to its resale of the IMSI Stock,
        IMSI may require Purchaser to provide it with an opinion of counsel to the
        effect that such sale may be effected with violation of the Act or any of
        the
        rules and regulations promulgated by the Securities and Exchange Commission
        pursuant to the Act. 

      


      c)
        Purchaser understands that the AP Stock represents an interest in a closely
        held
        Delaware corporation and, as such, there is no public market for such stock,
        nor
        is it likely that any such market will develop in the foreseeable future.
        Purchaser has made its own investigation as to the financial condition and
        prospects of Access Propeller Holdings, Inc. ("AP"), and Purchaser acknowledges
        that it has received no financial or other information concerning AP from
        IMSI,
        except as specifically set forth herein. 

      


      4.
        Miscellaneous.

      


      a)
        This
        agreement, including the documents and instruments referred to herein,
        constitutes the entire agreement by and among the parties, and supersedes
        all
        other prior agreements and understandings, both written and oral, between
        the
        parties hereto, or any of them, with respect to the subject matter
        hereof.

      b)
        This
        agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective successors and assigns. 

      


      c)
        Any
        notice required or permitted hereunder shall be given in writing and shall
        be
        deemed to have been duly given when personally delivered, or two days after
        deposit in the United States mail, first class postage prepaid, addressed
        to the
        party to whom notice is given at the address set forth on the signature page
        hereof. Any party may change its address for notice by a notice given in
        the
        manner set forth herein. 

      


      d)
        This
        agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which taken together shall constitute one
        document. 

      


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
        by
        their duly authorized officers as of the day and year first set forth above.
        

       

      
        	INTERNATIONAL
                MICROCOMPUTER SOFTWARE, INC.	DIGITAL
                CREATIVE DEVELOPMENTCORPORATION
	100
                Rowland Way Suite 300	1325
                Avenue of the Americas, 26th Floor
	Novato,
                California 94945	New
                York, New York 10019
	 	 
	
                By

                
                  

                

              	
                By

                
                  

                

              
	 	 
	 	 
	MULTI
                MAG CORPORATION	 
	15
                Point Road,	 
	Bellport,
                New York	 
	 	 
	
                By

                
                  

                

              	 


      

       

          

      
        
          
          

        

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