AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

EXHIBIT 10.1

AMENDMENT TO AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER

This Amendment (“Amendment”) to the Amended and Restated Agreement and Plan of Merger (“Merger Agreement”) by and among Broadcaster, Inc., formerly known as International Microcomputer Software, Inc. (the “Parent”),  ACCM Acquisition Corp., AccessMedia Networks, Inc. (the “Company”), and the stockholders of AccessMedia Networks, Inc. (“Company Stockholders”), entered into as of this 29 ^th day of December 2006.  

WHEREAS , the Parent has recently approved a change in the business model of the Company in order to broaden the Company’s business and take advantage of very recent changes in the Internet; and

WHEREAS, this Amendment is not required to be approved by the stockholders of the Parent.

NOW, THEREFORE, the parties agree as follows:

1.

Section 2.9 of the Merger Agreement is deleted and replaced by the following:  

2.9 Earnout Payment.

(a) The Earnout Consideration shall be paid by Parent in an earnout payment to the Company Stockholders in the form of Parent Earnout Shares in amounts set forth below (in each case, an “ Earnout Payment ”), in the event that any of the following shall occur:

(i)

During any of the time periods beginning as of May 1, 2005 and ending on the date listed in the Performance Target Schedule in the column entitled “Target Date” (subject to clause (ii) below), the Surviving Corporation’s Revenue (as defined below) is equal to or greater than the applicable amount indicated in the column entitled “Revenue Performance Level”:

Performance Target Schedule

The applicable Earnout Payment in the column entitled “Earnout Payment” shall be delivered to the Stockholders’ Representative, paya