SETTLEMENT
      AGREEMENT

     

    WHEREAS,
      Ralph Sorrentino and RJS Consulting Group, Inc. a New York corporation
      (collectively “RJS”), commenced an action in the Supreme Court of New York, New
      York County, against Digital Creative Development Corp., a Utah corporation,
      and
      Digital Creative Development Corporation, a Delaware corporation, (collectively
      “DCDC”), and others, Index No. 602399/02 (the “Action”); and

     

    WHEREAS,
      certain parties to the Action are now desirous of resolving their differences
      without further litigation;

     

    IT
      IS
      HEREBY AGREED, by and between the parties hereto, for good and valuable
      consideration, this __ day of January, 2003 as follows:

     

    1.  The
      Closing
      - The
      Closing shall occur simultaneous with the signing of this Settlement Agreement.
      At the Closing, DCDC shall deliver to RJS: (i) a bank check in the amount of
      Three Hundred Thousand Dollars ($300,000); (ii) a stock power authorizing the
      immediate transfer of 500,000 shares of shares of common stock, no par value,
      of
      International Microcomputer Software, Inc. (“IMSI”) (the “Stock”) and all
      documents necessary to effect the immediate transfer of the Stock to RJS; (iii)
      a duly executed General Release in the form annexed as Exhibit A (the
“Release”); and (iv) an executed Stipulation of Discontinuance with prejudice in
      the form annexed as Exhibit C. At the Closing, RJS shall deliver to DCDC: (i)
      a
      duly executed General Release in the form annexed as Exhibit B and (ii) an
      executed Stipulation of Discontinuance in the Action in the form annexed as
      Exhibit C.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.  Termination
      of agreements:
      Effective upon the Closing, the Memorandum of Agreement dated October 30, 2001
      between RJS and DCDC, and any amendments thereto, and all agreements between
      RJS
      and DCDC, or any of its wholly-owned subsidiaries, shall be deemed to be
      terminated. There are no agreements between the parties hereto except as set
      forth in this Settlement Agreement and no party shall have any rights as against
      the other except as set forth herein.

     

    3.  Representation
      and Warranties

     

    A.  RJS
      represents that:

     

    (i)  either
      or
      both are true and lawful owners of all claims covered by the Release and have
      full power and authority to effectuate this agreement and its
      Release;

     

    (ii)  no
      representations have been made by DCDC or any of its present or former officers,
      directors, or any other person, regarding the Stock, its present or future
      value, IMSI, its financial condition or business prospects, or any matters
      pertaining thereto;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (iii)  RJS
      has
      been afforded an opportunity to conduct due diligence regarding the Stock and
      is
      acquiring the Stock based solely upon the information available through IMSI’s
      public filings with the SEC and not upon any information obtained from DCDC
      or
      any other party to this Agreement;

     

    (iv)  RJS
      is
      acquiring the Stock for investment purposes only and not with any view toward,
      or for sale in connection with, any distribution thereof, nor with any present
      intention of distributing or selling the shares, in contravention of any rules
      or regulations promulgated under the Securities Act of 1933 as amended
      (“Securities Act”). RJS acknowledges that the Stock is not registered with the
      SEC for sale in the public markets, and may not be sold, transferred, offered
      for sale, pledged, hypothecated, or otherwise disposed of without registration
      under the Securities Act, except pursuant to an exemption from registration
      available under the Securities Act, and except in accordance with applicable
      provisions of state securities laws.

     

    (v)  No
      representation has been made to RJS by any person concerning the availability
      of
      the Stock for resale in any manner other than through an effective registration
      statement filed with the Securities and Exchange Commission.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (vi)  This
      agreement has been negotiated at arm’s length between the parties.

     

    B.  DCDC
      represents that:

     

    (i)  it
      has
      the full power and authority (corporate and other) to enter into and fully
      perform this agreement, which agreement has been approved by its
      Board;

     

    (ii)  it
      owns
      the Stock free and clear of all claims, liens and encumbrances and has full
      power and authority to transfer the Stock to RJS pursuant to this
      Agreement;

     

    (iii)  DCDC
      has
      not assigned or transferred to any person (nor otherwise disposed of) any
      liability, claim or cause of action that is within the scope of those claims
      that it has released.

     

    4.  Additional
      Covenants:

     

    A.  Each
      party hereto will not, for any reason, contradict or challenge the amount of
      funds paid pursuant hereto or the number of shares comprising the Stock; each
      acknowledges that this settlement comprises claims that are of uncertain value;
      each assumes the risk of any error or miscalculation in assessing those
      claims.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    B.  Each
      of
      Ralph J. Sorrentino and RJS Consulting Corp., shall be barred from commencing
      any action against any of the Releasees identified on Exhibit A
      hereto.

     

    C.  Each
      of
      the Releasees identified on Exhibit A hereto shall be barred from commencing
      any
      action against Ralph J. Sorrentino or RJS Consulting Corp.

     

    D.  In
      the
      event that any action is brought to enforce this Agreement, the prevailing
      party
      shall be entitled to recover his reasonable attorneys fees.

     

    5.  Miscellaneous

     

    A.  No
      further obligations shall exist with respect to any and all prior or outstanding
      agreements or promises, written or oral, between RJS, on the one hand, and
      DCDC,
      or any of its wholly-owned subsidiaries or past or present officers or
      directors, on the other, other than any obligations created pursuant to this
      Settlement Agreement. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    B.  This
      Settlement Agreement contains the complete agreement of the parties. In entering
      into this Settlement Agreement, no party is relying upon any representation,
      commitment, warranty, promise or other statement by any other party unless
      expressly set forth in this Settlement Agreement.

     

    C.  This
      Settlement Agreement shall not be modified except in writing executed by all
      parties.

     

    D.  This
      Settlement Agreement constitutes a compromise of disputed claims and is not
      to
      be interpreted or construed as an admission by any party of any wrongdoing
      or
      omission of any kind.

     

    E.  If
      at any
      time after the date of execution of this Settlement Agreement, any provision
      of
      this Settlement Agreement is held to be illegal, void, or unenforceable, that
      provision will not have any effect on, and will not impair the enforceability
      of, any other provision of this Settlement Agreement.

     

    F.  The
      parties agree not to engage in any form of conduct, or make any statement or
      representation (whether written or oral), that disparages the other
      party.

     

    G.  The
      parties represent and warrant that they have not assigned or transferred to
      any
      other party all or any portion or any claim released pursuant to this Settlement
      Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    H.  This
      Settlement Agreement is binding upon, and shall inure to the benefit of, the
      parties and their respective heirs, executors, administrators, successors and
      assigns.

     

    I.  The
      Settlement Agreement shall be governed by the laws of the State of New York,
      without regard to the conflict of laws principles of the State. Each party
      agrees to submit to the exclusive jurisdiction of the Courts of New York, New
      York County in any dispute arising out of or concerning this Settlement
      Agreement.

     

    J.  Each
      person signing below represents that such person has the authority to bind
      the
      indicated principal.

     

    K.  This
      Settlement Agreement may be executed in counterparts.

     

    L.  Each
      party shall execute such additional documents, or take any further steps that
      may be reasonably required to effectuate this Settlement Agreement.

     

    _________________________________

    RALPH
      SORRENTINO

    


    


    


    _________________________________

    RJS
      CONSULTING CORP.

    


    DIGITAL
      CREATIVE DEVELOPMENT CORPORATION, a Utah corporation

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    By: _________________________________

    


    


    DIGITAL
      CREATIVE DEVELOPMENT CORPORATION, a Delaware corporation

    


    


    By:_________________________________

    


    


    ____________________________________

    BRUCE
      GALLOWAY

    


    


    ____________________________________

    MARTIN
      WADE III

    


    


    ____________________________________

    EVAN
      BINN

    


    


    ____________________________________

    SKULI
      THORVALDSSON

    


    


    ____________________________________

    GARY
      HERMAN

    


    


    


    ____________________________________

    SIGURDUR
      JON BJORNSSON

    


    


    


    ____________________________________

    DONALD
      PERLYN


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      A

     

    RELEASE

     

    TO
      ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW
      THAT

     

    RALPH
      J.
      SORRENTINO, RJS CONSULTING CORP., and each of its officers, directors,
      affiliates and subsidiaries

     

    as
      RELEASORS, 

     

    in
      consideration of the sum of Ten Dollars and No Cents in lawful currency of
      the
      United States of America ($10.00) and for other good and valuable consideration,
      received from 

     

    DIGITAL
      CREATIVE DEVELOPMENT CORPORATION, a Delaware Corporation; DIGITAL CREATIVE
      DEVELOPMENT CORPORATION, a Utah Corporation; BRUCE GALLOWAY; MARTIN WADE III;
      DONALD PERLYN; EVAN BINN; SKULI THORVALDSSON; GARY HERMAN; SIGURDUR JON
      BJORNSSON,, 

     

    as
      RELEASEES,

     

    receipt
      whereof is hereby acknowledged, release and discharge the RELEASEES, and the
      RELEASEES’ past and present officers and directors, attorneys, subsidiaries,
      affiliates, heirs, executors, administrators, successors and assigns, from
      all
      actions, causes of action, suits, debts, dues, sums of money, accounts,
      reckonings, bonds, bills, specialties, covenants, contracts, controversies,
      agreements, promises, variances, trespasses, damages, judgments, extents,
      executions, claims, and demands whatsoever, in law, admiralty or equity, which
      against the RELEASEES, the RELEASORS, and the RELEASORS’ heirs, executors,
      administrators, successors and assigns, ever had, now have, or hereafter can,
      shall, or may have, for, upon, or by reason of any matter, cause, or thing
      whatsoever, from the beginning of the world to the day of the date of this
      RELEASE, PROVIDED, however, that this Release shall not extend to any rights
      or
      obligations set forth in that certain Settlement Agreement of even date
      herewith.

     

    Whenever
      the text hereof requires, the use of gender or singular number shall include
      the
      appropriate gender or plural number as the text of the within instrument may
      require. 

     

    This
      RELEASE may not be changed orally.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      each of
      the RELEASORS has hereunto set his hand on the _____ day of January
      2003.

     

    _________________________________

    RALPH
      SORRENTINO

    


    


    RJS
      CONSULTING CORP.

    


    


    By:_________________________________

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      B

     

    RELEASE

     

    TO
      ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW
      THAT

     

    DIGITAL
      CREATIVE DEVELOPMENT CORPORATION, a Delaware Corporation; DIGITAL CREATIVE
      DEVELOPMENT CORPORATION, a Utah Corporation; BRUCE GALLOWAY; DONALD PERLYN;
      MARTIN WADE III; EVAN BINN; SKULI THORVALDSSON; GARY HERMAN; SIGURDUR JON
      BJORNSSON,

     

    as
      RELEASORS, 

     

    in
      consideration of the sum of Ten Dollars and No Cents in lawful currency of
      the
      United States of America ($10.00) and for other good and valuable consideration,
      received from 

     

    RALPH
      J.
      SORRENTINO, RJS CONSULTING CORP., and each of its affiliates and
      subsidiaries

     

    as
      RELEASEES,

     

    receipt
      whereof is hereby acknowledged, release and discharge the RELEASEES, and the
      RELEASEES’ past and present officers and directors, attorneys, subsidiaries,
      affiliates, heirs, executors, administrators, successors and assigns, from
      all
      actions, causes of action, suits, debts, dues, sums of money, accounts,
      reckonings, bonds, bills, specialties, covenants, contracts, controversies,
      agreements, promises, variances, trespasses, damages, judgments, extents,
      executions, claims, and demands whatsoever, in law, admiralty or equity, which
      against the RELEASEES, the RELEASORS, and the RELEASORS’ heirs, executors,
      administrators, successors and assigns, ever had, now have, or hereafter can,
      shall, or may have, for, upon, or by reason of any matter, cause, or thing
      whatsoever, from the beginning of the world to the day of the date of this
      RELEASE, PROVIDED, however, that this Release shall not extend to any rights
      or
      obligations set forth in that certain Settlement Agreement of even date
      herewith.

     

    Whenever
      the text hereof requires, the use of gender or singular number shall include
      the
      appropriate gender or plural number as the text of the within instrument may
      require. 

     

    This
      RELEASE may not be changed orally.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      each of
      the RELEASORS has hereunto set his hand on the _____ day of January
      2003.

     

    ____________________________________

    DIGITAL
      CREATIVE DEVELOPMENT CORPORATION, a Utah corporation

    


    


    ____________________________________

    DIGITAL
      CREATIVE DEVELOPMENT CORPORATION, a Delaware corporation

    


    


    ____________________________________

    BRUCE
      GALLOWAY

    


    


    ____________________________________

    MARTIN
      WADE III

    


    


    ____________________________________

    EVAN
      BINN

    


    


    ____________________________________

    SKULI
      THORVALDSSON

    


    


    ____________________________________

    GARY
      HERMAN

    


    


    


    ____________________________________

    SIGURDUR
      JON BJORNSSON

    


    


    ____________________________________

    DONALD
      PERLYN


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      C

     

    SUPREME
      COURT OF THE STATE OF NEW YORK

    COUNTY
      OF
      NEW YORK

    ------------------------------------------------------------------------X

    RALPH
      J.
      SORRENTINO, an individual, and RJS  :

    CONSULTING
      CORP., a New York corporation,  : Index
      No.
      602399/02

    :

    Plaintiffs,  : I.A.S.
      Pt. 35

    : Justice
      Charles E. Ramos

    -
      against
      -      :

    :

    :

    DIGITAL
      CREATIVE DEVELOPMENT    :

    CORPORATION,
      a Delaware corporation;    : STIPULATION
      OF

    DIGITAL
      CREATIVE DEVELOPMENT    : DISCONTINUANCE

    CORPORATION,
      a Utah corporation;    :

    INTERNATIONAL
      MICROCOMPUTER    :

    SOFTWARE,
      INC., a California corporation;  :

    BRUCE
      R.
      GALLOWAY; MARTIN WADE, III;   :

    DONALD
      PERLYN; EVAN BINN; SKULI   :

    THORVALDSSON;
      GARY HERMAN;    :

    SIGURDUR
      JON BJORNSSON; and DOES 1   :

    through
      20, inclusive,      :

    :

    Defendants.  :

    ------------------------------------------------------------------------X

     

    IT
      IS
      HEREBY STIPULATED AND AGREED, by the attorneys for the undersigned parties
      hereto that:

     

    1. Plaintiffs
      hereby discontinue the within action against all defendants, other than
      International Microcomputer Software, Inc., with prejudice, and with each party
      to bear its own costs, expenses and attorneys fees. Each defendant herein,
      other
      than International Microcomputer Software, Inc., hereby waives and discontinues
      with prejudice any counterclaim that might have been asserted in this
      proceeding.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2. No
      party
      hereto is an infant, incompetent person for whom a committee has been appointed
      or conservatee and no person not a party has an interest in the subject matter
      of the action.

     

    Dated: January
      __, 2003

    


    SBEGLIA
      & SHAMES

    


    


    


    By:_____________________________

    Mark
      C.
      Shames

    299
      Broadway, Suite 605

    New
      York,
      NY 10007

    (212)
      267-1157

    


    Attorneys
      for Plaintiff

    


    Jay
      M.
      Coggan, Esq.

    Brian
      M.
      Grossman, Esq.

    LAW
      OFFICES OF JAY M. COGGAN

    1801
      Century Park East, 26th
      Floor

    Los
      Angeles, CA 90067

    (310)
      407-0922

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    OLSHAN
      GRUNDMAN FROME ROSENZWEIG

    &
      WOLOSKY LLP

    


    


    By:_______________________________

    Thomas
      J.
      Fleming

    505
      Park
      Avenue

    New
      York,
      New York 10022

    (212)
      753-7200

    


    Attorneys
      for defendants DCDC, Galloway, and Herman