INTERNATIONAL MICROCOMPUTER SOFTWARE INC /CA/
EXHIBIT 10.11
<DOCUMENT>
<TYPE>EX-10.11
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<FILENAME>f76300ex10-11.txt
<DESCRIPTION>EXHIBIT 10.11
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EXHIBIT 10.11

AMENDMENT TO SETTLEMENT AGREEMENT

International Microcomputer Software, Inc. and ArtToday.com, Inc. (hereinafter
collectively "IMSI") and Imageline, Inc., George P. Riddick, III, and any
assignees (hereinafter collectively "Imageline") hereby agree to amend the
Settlement Agreement between the parties dated July 27, 2001 ("Amendment") as
follows:

           1.  All references to "closing" in the Settlement Agreement shall
               mean the earlier of a) the date upon which the merger of IMSI and
               DCDC becomes legally final and binding, or b) November 30, 2001.

           2.  Paragraph 4 is hereby deleted in its entirety and replaced by the
               following: "IMSI hereby agrees to dismiss its appeal of the
               arbitration award in favor of Imageline currently pending before
               the 9th Circuit Court of Appeals."

           3.  Additional language is added as Paragragh 7 as follows: "IMSI
               hereby warrants that it has rights to license the 50,000 clip art
               images licensed to Imageline under this Settlement Agreement, and
               agrees to indemnify Imageline from any claims by third parties as
               to copyright ownership, infringement, or other claims of misuse
               of the images by Imageline, including the reimbursement of any
               actual costs of product recalls, re-manufacturing, or
               re-packaging, and related legal fees and expenses, incurred by
               Imageline as a result of any such claim by third parties, except
               to the extent such claims of misuse are attributeable solely to
               the actions of Imageline."

           4.  Additional language is added as Paragraph 8 as follows: "IMSI
               hereby warrants that no changes have been made to the inventory
               on hand that includes Imageline clip art illustrations,
               including, but not limited to all MasterClips product inventory,
               since the original ROI sales proposal was made, and that no
               changes will be made prior to the closing of this Agreement as
               called for in this Amendment."

           5.  Additional language is added as Paragraph 9 as follows: "All
               MasterClips royalty accruals, as called for in the original
               Settlement Agreement executed July 27, 2001 will continue to
               accrue from August 31, 2001 in accordance with the terms and
               conditions called for in the original July 27, 2001 Settlement
               Agreement."

           6.  All other terms and conditions of the Settlement Agreement shall
               remain as originally written and are hereby reaffirmed.

Dated: September 24, 2001               Dated:  September 21, 2001
       ------------------------------           --------------------------------

By:    /s/ GORDON LANDIS                 By:    /s/ GEORGE P. RIDDICK III
       ------------------------------           --------------------------------
       IMSI                                     Imageline


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