SETTLEMENT
      AGREEMENT


     

    WHEREAS,
      Gill Holland (“Holland”), Raymond DeMarco (“DeMarco”), and Michael Morley
      (“Morley”), 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. 100192/03 (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 February, 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 each Holland, DeMarco and
      Morley: (i) a bank or certified check in the amount of Five Thousand Dollars
      ($5,000); (ii) delivery of 240,000 shares of restricted common stock, no par
      value, of International Microcomputer Software, Inc. (“IMSI”) (the “Stock”)
      80,000 shares each to Holland, DeMarco and Morley; (iii) three (3) Promissory
      Notes (totaling $175,000.00), requiring DCDC to pay Holland, DeMarco and Morley
      $58,333.33 each, two (2) years from the date in which this Settlement Agreement
      is executed. If the IMSI Stock referred to above is unrestricted and able to
      be
      traded on the open Market, and is above $2.00 on the date the Notes become
      due,
      DCDC shall have no obligation to pay the Notes, and said Notes shall become
      null
      and void (such date should coincide with the issue date of the Stock. If the
      dates are not the same, for Stock sale purposes, the date on the certificate
      shall prevail). Further, DCDC’s obligations on the Notes shall be
      proportionately reduced if the IMSI Stock is below $2.00. (For example, if
      the
      stock price is $1.90 on said date, the $175,000.00 obligation shall be reduced
      by $151,000.00 leaving an obligation of $24,000.00, requiring DCDC to pay
      Holland, DeMarco and Morley $8,000.00 each. If the stock price is $1.80 on
      said
      date, the Notes shall be reduced by $127,000.00 leaving an obligation due of
      $48,000.00, requiring DCDC to pay Holland, DeMarco and Morley $16,000.00 each,
      etc. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1. Each
      of
      Holland, DeMarco and Morley should be able to sell the IMSI Stock referred
      to
      above under Rule 144 beginning on the one year anniversary of the execution
      of
      this Settlement Agreement. The proceeds of such sales shall be credited against
      the outstanding principal and interest of the Promissory Notes referred to
      above; (iv) a duly executed General Release in the form annexed as Exhibit
      A
      (the “Release”); and (v) an executed Stipulation of Discontinuance with
      prejudice in the form annexed as Exhibit C. At the Closing, Holland, DeMarco
      and
      Morley 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.
      Opinion
      of Counsel:
      On the
      one year anniversary of this Settlement Agreement, and upon written request
      by
      Holland, DeMarco and Morley, DCDC will instruct it’s counsel to issue an Opinion
      Letter to sell the IMSI Stock referred to above.

    


    3.
      Termination
      of Agreements:
      Effective upon the Closing, the Settlement Agreement dated December, 2001
      between Holland, DeMarco and Morley and DCDC and Cineblast, Inc., and any
      amendments thereto, and all agreements between Holland, DeMarco and Morley
      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.

     

    4.
      Mutual
      General Release: The parties shall execute Mutual General Releases (attached
      hereto as Exhibits A and B), and the pending litigation filed against DCDC
      and
      IMSI shall be dismissed upon payment of the above referenced $5,000.00, delivery
      of the above referenced stock, and the execution of the above referenced
      Notes.

    


    5.
      Representation
      and Warranties:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    A.
      Holland,
      DeMarco and Morley 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, or IMSI’s, its financial condition or business prospects, or any matters
      pertaining thereto;

     

    (iii)
      Holland, DeMarco and Morley have 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)
      Holland, DeMarco and Morley are 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”). Holland, DeMarco and Morley
      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 Holland, DeMarco and Morley 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 IMSI Stock free and clear of all claims, liens and encumbrances and
      has
      fullpower and authority to transfer the Stock to Holland, DeMarco and Morley
      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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.
      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 Holland, DeMarco and Morley, 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 Holland, DeMarco and Morley.

     

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

     

    7.
      Miscellaneous:

     

    A.
      No
      further obligations shall exist with respect to any and all prior or outstanding
      agreements or promises, written or oral, between Holland, DeMarco and Morley,
      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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    __________________________________

    GILL
      HOLLAND

    


    


    __________________________________

    RAYMOND
      DEMARCO

    


    


    __________________________________

    MICHAEL
      MORLEY

    


    


    CINEBLAST,
      INC., a Delaware corporation

    


    By:________________________________

    


    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

    


    


    _______________________________________

    MAURICE
      SONNENBERG

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    Exhibit
      C

     

    SUPREME
      COURT OF THE STATE OF NEW YORK

    COUNTY
      OF
      NEW YORK

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

    RAYMOND
      DeMARCO, GILL HOLLAND and  :

    MICHAEL
      MORLEY,     : Index
      No.
      100192/03

    :

    Plaintiffs,  : 

    : 

    -
      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;  :

    :

    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, with prejudice,
      and
      with each party to bear its own costs, expenses and attorneys fees. Each
      defendant herein, 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: February
      __, 2003

    


    


    


    LAW
      OFFICES OF GERRY E. FEINBERG

    


    


    By:_____________________________

    Rhonda
      Taylor Regan

    11
      Martine Avenue

    White
      Plains, NY 10606

    (914)
      946-4343

    


    Attorneys
      for Plaintiff

    


    


    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 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    INTERNATIONAL
      MICROCOMPUTER SOFTWARE, INC.

    


    By:______________________________

    Paul
      Jakab, General Counsel

    75
      Rowland Way

    Novato,
      CA 94945

    (415)
      878-4261