SC 13D

                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549



                                                   SCHEDULE 13D
                                     Under the Securities Exchange Act of 1934


                                    International Microcomputer Software, Inc.
                                                 (Name of Issuer)

                                            Common Stock, no par value
                                          (Title of Class of Securities)

                                                     459862306
                                                  (CUSIP Number)

                                             Steven W. Schuster, Esq.
                                              McLaughlin & Stern, LLP
                                                 260 Madison Avenue
                                                  (212) 448-1100
                                (Name, Address and Telephone Number of Person
                              Authorized to Receive Notices and Communications)

                                                    May 3, 2002
                       (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box  / /.

Check the following box if a fee is being paid with this statement  //.

























                                                 Page 1 of 4 Pages

1  NAME OF REPORTING PERSON
   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                       Digital Creative Development Corporation ("Digital")

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) / /
                                                      (b) / /


3  SEC USE ONLY


4  SOURCE OF FUNDS                                                WC


5  CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS             / /
   REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)


6  CITIZENSHIP OR PLACE OF ORGANIZATION           Utah


   NUMBER      7  SOLE VOTING POWER                   9,000,000
     OF
   SHARES
BENEFICIALLY   8  SHARED VOTING POWER                            -0-
   OWNED
     BY
    EACH       9  SOLE DISPOSITIVE POWER         9,000,000
 REPORTING
  PERSON
   WITH       10 SHARED DISPOSITIVE POWER          -0-


11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
   PERSON                                  9,000,000 shares


12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES     / /
   CERTAIN SHARES


13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   41.6%


14 TYPE OF REPORTING PERSON          CO











                                                 Page 2 of 4 Pages

Item 1.  Security and Issuer.

     This  Statement of Beneficial  Ownership on Schedule 13-D relates to shares
of Common Stock, no par value per share (the ''Common Stock''), of International
Microcomputer Software,  Inc., a California corporation (the ''Issuer''),  which
has its principal executive offices located at 75 Rowland Way, Novato, CA 94945.
The reporting  date (the  ''Reporting  Date'') with respect to the  transactions
covered hereby is May 3, 2002.

Item 2.  Identity and Background.

         (a)  Name: Digital Creative Development Corporation
         (b)  Address: c/o Burnham Securities, Inc.
         (c)  Principal Business: Investments
         (d)  Involvement in certain legal proceedings: Not Applicable.
         (e)  Party to a civil proceeding: Not Applicable.
         (f)  Place of Organization: Utah

Item 3.  Source of Funds

     On August 31, 2001,  the Issuer and Digital  entered into an Agreement  and
Plan of Merger and  Reorganization  (the "Merger  Agreement")  pursuant to which
Digital  was to  merge  with  and into  DCDC  Merger,  Inc.  ("Merger  Sub"),  a
California corporation and wholly owned subsidiary of the Issuer, and Merger Sub
was to continue as the surviving  corporation.  Simultaneously,  and pursuant to
the Merger  Agreement,  Digital  agreed to purchase for $2,500,000 all rights as
lender and holder under a promissory  note between Union Bank of California  and
the Issuer in the  original  principal  amount of  $3,580,000.  As  reported  in
Digital's Current Report on Form 8-K filed on March 18, 2002, the Issuer entered
into a "Mutual  Termination  Agreement  and Release"  with  Digital  whereby the
Merger  Agreement was  terminated and each company was released from all duties,
rights, claims, obligations and liabilities arising from, in connection with, or
relating to, the Merger  Agreement.  Furthermore,  the two  companies  agreed to
enter  into an  agreement  entitled  "Promissory  Note  Conversion  and  General
Release"  pursuant  to which  Digital  agreed to cancel the  entire  outstanding
principal  amount of $3,580,000 and all interest due on the promissory note that
Digital  had  acquired  in return for  9,000,000  shares of Common  Stock of the
Issuer (the "Shares"),  and cash in the amount of $250,000 to be paid in monthly
installments  over 15 months as  follows:  $10,000  per month for the first five
installments  starting  March 1,  2002;  and  $20,000  per month for ten  months
thereafter. The Shares were issued on May 3, 2002.

Item 4.  Purpose of Transaction

         The Reporting Person purchased the Common Stock for the purpose of
investing in the Issuer. The Reporting Person is not interested in and has no
plans or proposals which would result in the items described in Item 4(a)-(j).

Item 5.  Interest in Securities of the Issuer.

      (a) and (b) The information set forth in Rows 7, 8, 9, 10, 11
and 13 of the cover page hereto for Digital is incorporated by reference.

     (c) No trading for the  purchase or sale of Common  Stock have  occurred in
the last sixty (60) days.

     (d) No other  person is known to have the right to  receive or the power to
direct the receipt of dividends from, or the proceed from the sale of the shares
of Common Stock disclosed herein.

         (e)      Not applicable.
                                                    Page 3 of 4

Item 6.  Contracts, Arrangement, Understandings or Relationships with Respect to
Securities of the Issuer.

         Not applicable.

Item 7.  Material to be filed as Exhibits.


     10.1  Promissory Note Conversion and General Release between the Issuer and
Digital dated February 28, 2002.


                                                    SIGNATURES


       After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.


Date: June 6, 2002


                                    DIGITAL CREATIVE DEVELOPMENT CORPORATION


                                            /s/Gary Herman

                                            BY: Gary Herman


                                            TITLE: Chief Executive Officer
















                                                    Page 4 of 4

EX-10

                                  EXHIBIT 10.01

                 PROMISSORY NOTE CONVERSION AND GENERAL RELEASE


         This Promissory Note Conversion Agreement and General Release
("Agreement") is made and entered into this 28th day of February, 2002 by and
between Digital Creative Development Corporation, a Utah corporation ("Note
Holder"), and International Microcomputer Software, Inc., a California
corporation ("IMSI").

         WHEREAS, Note Holder and IMSI entered into that certain Agreement and
Plan of Merger dated August 31, 2001 (the "Merger Agreement");

         WHEREAS, pursuant to the Merger Agreement, Note Holder acquired all of
the rights of the lender under, and became the holder of, a Promissory Note
originally entered into between Union Bank of California and IMSI, in the
principal sum of $3,580,000 (the "Note");

         WHEREAS, Note Holder and IMSI have entered into that certain Mutual
Termination Agreement and Release of even date herewith, pursuant to which Note
Holder and IMSI have agreed to terminate the merger contemplated by the Merger
Agreement;

         WHEREAS,  Note Holder is currently owed the principal  amount of
$3,580,000 by IMSI under the terms of the Note;

         WHEREAS, Note Holder and IMSI wish to cancel the Note and in exchange
therefore IMSI shall issue to Note Holder cash and shares of common stock of
IMSI and terminate all remaining outstanding obligations of IMSI under the Note;

         NOW THEREFORE, in consideration of the premises, mutual covenants,
understandings and agreements contained in this Agreement and other good and
valuable consideration received pursuant hereto, and to settle all of the
parties' claims against each other, it is hereby agreed by and among the parties
as follows:

          1.Conversion of Note. Effective as of the date of this Agreement, all
of the outstanding principal and accrued interest under the Note shall be
converted into 9,000,000 shares of Common Stock of IMSI (the Shares), plus cash
in the amount of $250,000, to be paid to Note Holder in monthly installments
over 15 months in the amount $10,000 per month for the first five installments,
with the first installment due on March 1, 2002, and $20,000 per month for the
sixth through fifteenth monthly installment. Contemporaneously with the
execution of this Agreement, Note Holder shall deliver the Note to the Company
for conversion, such conversion to be effective upon the date of this Agreement.

     2.Registration  Rights. IMSI shall use its best efforts to prepare and file
a registration statement registering 2,000,000 of the Shares (the Demand Shares)
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933, as amended,  within 30 days of the date hereof and cause such registration
as soon as  possible,  but no later  than 120 days  from the date  hereof.  IMSI
agrees and  acknowledges  that Note Holder  shall have  ordinary  and  customary
piggyback  registration  rights with respect to the  remaining  7,000,000 of the
Shares (the Piggyback  Shares),  such that IMSI agrees to register the Piggyback
Shares on any  appropriate  registration  statement it files with the Securities
and Exchange Commission other than on Forms S-4 or S-8 or any successor form.

     3. Right of First Refusal. In the event Note Holder desires to offer any or
all of the Demand  Shares to a third  party,  it shall first offer in writing to
sell such Demand  Shares to IMSI at the price  offered by the third party.  Each
such offer shall be in writing  setting forth the proposed  terms and conditions
and shall be delivered by certified  mail to IMSI,  which shall have a period of
45 days from the date of the mailing of such offer within which to accept.

     4.  Representations of Note Holder.  Note Holder represents and warrants to
IMSI as follows:

     (a)  Authorization.  All  action  on the part of the Note  Holder  and,  if
applicable,   its  officers,   directors  and  shareholders  necessary  for  the
authorization,  execution,  delivery and  performance  of this Agreement and the
consummation of the  transactions  contemplated  herein has been taken. The Note
Holder has all  requisite  corporate  power to enter into this  Agreement and to
carry out and perform its obligations under the terms of this Agreement.

     (b)  Acquisition  for  Investment.  The Note Holder is acquiring the Shares
hereunder for investment, for its own account, and not for resale or with a view
to distribution thereof in violation of the Securities Act of 1933, as amended.

     (c) Accredited  Investor.  The Note Holder certifies and represents to IMSI
that at the time the Note Holder  acquires  any of the  Shares,  the Note Holder
will be an  "Accredited  Investor"  as  defined  in  Rule  501 of  Regulation  D
promulgated  under the  Securities  Act and was not organized for the purpose of
acquiring the Shares. The Note Holder's  financial  condition is such that it is
able to bear the risk of holding the Shares for an indefinite period of time and
the risk of loss of its entire investment. The Note Holder has been afforded the
opportunity to ask questions of and receive  answers from the management of IMSI
concerning  this  investment  and has  sufficient  knowledge  and  experience in
investing in companies  similar to IMSI in terms of IMSI's stage of  development
so as to be able to evaluate the risks and merits of its investment in IMSI.

     (d) No  Registration.  The Note Holder  understands that the Shares and the
securities that make up the Shares have not been registered under the Securities
Act,  by reason  of their  issuance  by IMSI in a  transaction  exempt  from the
registration  requirements  of the  Securities  Act,  and that the  Shares  must
continue to be held by the Note Holder unless a subsequent  disposition  thereof
is registered under the Securities Act or is exempt from such registration.  The
Note Holder  understands that the exemptions from registration  afforded by Rule
144 (the provisions of which are known to it)  promulgated  under the Securities
Act depend on the satisfaction of various  conditions,  and that, if applicable,
Rule 144 may  afford  the  basis  for  sales  only in  limited  amounts.

     (e) No Conflict.  The execution and delivery of this  Agreement by the Note
Holder and the  consummation of the  transactions  contemplated  hereby will not
conflict  with or result in any violation of or default by the Note Holder (with
or without  notice or lapse of time, or both) under,  or give rise to a right of
termination,  cancellation  or  acceleration of any obligation or to a loss of a
material benefit under (i) any provision of the organizational  documents of the
Note Holder or (ii) any agreement or  instrument,  permit,  franchise,  license,
judgment, order, statute, law, ordinance, rule or regulations, applicable to the
Note Holder or its properties or assets.


     (f) No  Assignment.  Note  Holder  has not  assigned  or in any  other  way
conveyed,  transferred  or encumbered all or any portion of the claims or rights
covered by this  Agreement.  Note Holder  executes this  Agreement  voluntarily,
after consultation with counsel, and with full knowledge of its significance.

     5.  Representations of IMSI. IMSI represents and warrants to Note Holder as
follows:

     (a) Authorization.  All action on the part of IMSI and, if applicable,  its
officers, directors and shareholders necessary for the authorization, execution,
delivery  and  performance  of  this  Agreement  and  the  consummation  of  the
transactions  contemplated  herein  has  been  taken.  IMSI  has  all  requisite
corporate  power to enter into this  Agreement  and to carry out and perform its
obligations under the terms of this Agreement.

     (b) No Conflict.  The execution and delivery of this  Agreement by IMSI and
the consummation of the transactions  contemplated hereby will not conflict with
or result in any  violation  of or default  by IMSI  (with or without  notice or
lapse  of  time,  or  both)  under,  or give  rise to a  right  of  termination,
cancellation  or  acceleration  of any  obligation  or to a loss  of a  material
benefit under (i) any provision of the organizational  documents of IMSI or (ii)
any  agreement or  instrument,  permit,  franchise,  license,  judgment,  order,
statute,  law,  ordinance,  rule  or  regulations,  applicable  to  IMSI  or its
properties or assets.

     (c) No  Assignment.  IMSI has not  assigned  or in any other way  conveyed,
transferred  or encumbered all or any portion of the claims or rights covered by
this Agreement.


     6.  Legends.  Each  certificate  representing  any of the  Shares  shall be
endorsed with the legend set forth below, and Note Holder covenants that, except
to the extent such  restrictions  are waived by IMSI,  it shall not transfer the
Shares   represented  by  any  such  certificate   without  complying  with  the
restrictions on transfer  described in this Agreement and the legend endorsed on
such certificate:

         "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE
         OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE
         DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
         STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE
         EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, IF REQUESTED
         BY IMSI, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY
         SATISFACTORY TO IMSI THAT THE PROPOSED TRANSFER IS EXEMPT FROM
         SAID ACT."

     7. Note Holder's General Release of Claims. As additional consideration for
IMSI's  issuance  of  the  Shares,  Note  Holder  hereby  releases  and  forever
discharges IMSI and its directors, officers, employees, attorneys,  stockholders
and  agents,  from all  actions,  and causes of action,  judgments,  executions,
suits, debts, claims, demands,  liabilities,  counterclaims and offsets of every
character,  known or unknown,  direct and/or indirect,  at law or in equity,  of
whatever  kind or nature  which have arisen or accrued  through the date hereof,
including, without limitation, those directly or indirectly arising out of or in
any way connected  with the sale of Shares  through such date, and any rights of
Note Holder under the Note or Merger Agreement except as set forth in the Mutual
Termination  Agreement  and  Release  between  the  parties  hereto of even date
herewith.


Note Holder hereby waives all rights which it may have under the provisions of
California Civil Code Section 1542, which reads as follows:


     A general  release does not extend to claims  Which the  creditor  does not
know or  suspect  to exist in his favor at the time of  executing  the  release,
which if known by him must have  materially  affected  his  settlement  with the
debtor.



     Note Holder  understands  the  statutory  language  of Section  1542 of the
California  Civil  Code,  and  nevertheless  elects to and  hereby  specifically
releases  all  claims,  whether  known  or  unknown,  as  described  above,  and
specifically waives any rights which he may have under said Civil Code Section.

         8.       Miscellaneous.

     (a)  Waiver.  No  waiver  of any  term,  provision  or  condition  of  this
Agreement,  whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or be construed as, a further or continuing  waiver of any such
term,  provision  or  condition  or as a waiver of any other term,  provision or
condition of this Agreement.

     (b) Expenses. Each party will bear its own costs and expenses in connection
with this Agreement.

(c) Assignment.  The rights and obligations of the parties
hereto  shall inure to the benefit of and shall be binding  upon the  authorized
successors  and  permitted  assigns of each party.  Neither party may assign its
rights or obligations  under this  Agreement or designate  another person (i) to
perform all or part of its obligations  under this Agreement or (ii) to have all
or part of its rights and benefits  under this  Agreement,  in each case without
the prior written  consent of the other party. In the event of any assignment in
accordance  with the terms of this  Agreement,  the assignee shall  specifically
assume and be bound by the provisions of the Agreement by executing and agreeing
to an  assumption  agreement  reasonably  acceptable  to the  other  party.

     (d) Survival.  The respective  representations  and warranties given by the
parties hereto, and the other covenants and agreements  contained herein,  shall
survive the Closing Date and the consummation of the  transactions  contemplated
herein for a period of one year, without regard to any investigation made by any
party.

(e) Entire Agreement.  This Agreement and the Mutual  Termination  Agreement and
Release  between the parties hereto of even date herewith  constitute the entire
agreement  between the parties  hereto  respecting the subject matter hereof and
supersedes all prior agreements, negotiations,  understandings,  representations
and statements respecting the subject matter hereof, whether written or oral. No
modification, alteration, waiver or change in any of the terms of this Agreement
shall be valid or binding  upon the  parties  hereto  unless made in writing and
duly executed by IMSI and the Note Holder.

     (f)   Counterparts.   This  Agreement  may  be  executed  in  a  number  of
counterparts,  each of which  together,  shall for all purposes  constitute  one
Agreement,  binding on all of the parties hereto,  notwithstanding that all such
parties have not signed the same counterpart.

     (g) Governing Law. The laws of California will govern this  Agreement,  its
interpretation and construction, and all issues pertaining to it.

     (h) Binding Effect. This Agreement shall be binding upon and inure to the

(i)Severability. If any provision of this Agreement is invalid, illegal or
unenforceable under any applicable statute or rule of law, it is to that extent
to be deemed omitted. The remainder of the Agreement shall be valid and
enforceable to the maximum extent possible.

IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first above written.

ACKNOWLEDGED AND AGREED:

INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.

By:_______________________________

Title:_______________________________
___/____/____
Signature Date

DIGITAL CREATIVE DEVELOPMENT CORPORATION

By: ______________________________

Title:____________________________
____/____/____
Signature Date