Exhibit 10.3
                              THINK NEW IDEAS, INC.
                        8000 Sunset Blvd., Penthouse East
                          Los Angeles, California 90046

                                October 23, 1997

Mr. Adam Curry
Chief Technology Officer
THINK New Ideas, Inc.
45 West 36th Street, 12th Floor
New York, New York 10018

      Re:   AMENDMENT TO EMPLOYMENT AGREEMENT DATED JUNE 30, 1996

Dear Adam:

      Reference is hereby made to that certain employment  agreement dated as of
June 30, 1996 (the "Employment  Agreement")  between THINK New Ideas,  Inc. (the
"Corporation")  and Adam Curry (the  "Employee").  This  letter is  intended  to
confirm  that,  notwithstanding  anything  else to the contrary set forth in the
Employment Agreement, the Corporation and the Employee hereby agree that Section
4(a) of the Employment  Agreement be hereby amended by striking  Section 4(a) of
the  Employment  Agreement  thereof  and by  substituting  in lieu  thereof  the
following new Section 4(a) to read as follows:

      "4(a) COMPENSATION.  The Company shall pay the Employee compensation equal
to Two  Hundred  Sixty  Thousand  Dollars  ($260,000)  per  annum  at a rate  of
Twenty-One   Thousand  Six  Hundred  Sixty-Six  Dollars  and  Sixty-Seven  Cents
($21,666.67)  per month (such monthly  amount as the same may be increased  from
time to time by virtue of the adjustments set forth hereinbelow shall be defined
as the "Monthly Compensation").  Such salary shall be payable in accordance with
the customary payroll practices of the Company."

      This letter is also  intended to confirm  that,  notwithstanding  anything
else to the contrary set forth in the Employment Agreement,  the Corporation and
the Employee  hereby agree that Section 4 of the Employment  Agreement be hereby
further amended by adding subsection (d) to read as follows:

      "4(d) ANNUAL INCREASES. The Company shall increase the compensation of the
Employee on June 30, 1998 in an amount  equal to five percent (5%) of the year's
prior compensation and annually increase the Employee's  compensation on June 30
of each year  thereafter  in an amount equal to ten percent (10%) of each year's
prior compensation."

      The modification  stated herein shall become effective on January 2, 1998.
Except as otherwise  expressly  modified  hereby or required to  effectuate  the
modification set forth herein,  the Employment  Agreement shall remain unchanged
and shall continue in full force and effect pursuant to the terms thereof.
<PAGE>




      This  letter  agreement   contains  the  entire   agreement   between  the
Corporation  and the  Employee  with  respect to the  modification  which is the
subject hereof. This letter agreement may not be amended, changed,  modified, or
discharges,  nor may any provision hereof be waived,  except by an instrument in
writing  executed by or on behalf of the party against whom  enforcement  of any
amendment,  waiver,  change,  modification or discharge is sought.  No course of
conduct or dealing shall be construed to modify,  amend or otherwise  affect any
of the provisions hereof.  Please confirm that the Employee is in agreement with
the forgoing, and that the foregoing is in accordance with your understanding by
signing and returning this letter,  which shall  thereupon  constitute a binding
agreement.

Agreed to and accepted as of this
_____ day of October, 1997                      Very truly yours,
                                                THINK New Ideas, Inc.


By:  /s/ Adam Curry                             By: /s/ Scott Mednick
     --------------                                 -----------------
      Adam Curry                                      Scott Mednick
                                                      Chief Executive Officer