ENGAGEMENT AGREEMENT

EXHIBIT 10.2

June 20, 2005

PRIVATE AND CONFIDENTIAL

International Microcomputer Software, Inc.

100 Rowland Way

Novato, CA 94945

Attention: Martin Wade, CEO

Martin:

This letter agreement (the “Agreement”) confirms our understanding that International Microcomputer Software, Inc. (the “Company”) has engaged Baytree Capital Associates, LLC (“Baytree”) to act as its exclusive financial advisor with respect to the merger, consolidation or any other business combination, of the Company with America’s Media, Inc. (“AM”) in one or a series of transactions, involving a substantial amount of the business, securities or assets of the Company (the “Transaction”).

As discussed, we propose to undertake certain services on your behalf, to the extent requested by you, which shall consist of the following: (i) assisting you in analyzing the Company’s operations and future prospects both without the Transaction and pro forma for the Transaction; (ii) assisting you in conducting due diligence on AM; (iii) negotiating the financial aspects of the Transaction under your guidance; and (iv) reviewing and aiding in the preparation of all documentation related to the Transaction.

As compensation for the services to be provided by Baytree hereunder, the Company agrees to pay to Baytree five percent (5.0%) of the aggregate value of the consideration issued to AM with such consideration to be in the same form as that paid to AM. In addition, the Company agrees to pay to Baytree for ongoing consulting services one (1.0) million shares of the Company’s common stock with such consulting services to be rendered by Baytree through June 30, 2008. Further, upon the request of Baytree, the Company agrees to reimburse Baytree for all out-of-pocket expenses incurred by Baytree in connection with its engagement hereunder, whether or not a Transaction is consummated. As Baytree will be acting on your behalf, the Company agrees to the indemnification and other obligations set forth in Schedule I attached hereto, which Schedule is an integral part hereof.

The Company shall make available to Baytree all financial and other information concerning its business and operations that Baytree reasonably requests as well as any other information relating to the Transaction prepared by the Company or any of its other advisors. In performing its services hereunder, Baytree shall be entitled to rely without investigation upon all information that is available from public sources as well as all other information supplied to it by or on behalf of the Company or its advisors.

International Microcomputer Software, Inc.

June 20, 2005

Page 2

Any advice, written or oral, provided by Baytree pursuant to this Agreement will be treated by the Company as confidential, and will not be reproduced, summarized, described or referred to, or furnished to any other party, except in each case with our prior written consent.

This Agreement may be terminated by either the Company or Baytree upon receipt of written notice to that effect by the other party. Upon any termination of this Agreement, Baytree will be entitled to prompt payment of all fees accrued prior to such termination, and reimbursement of all out-of-pocket expenses as described above. In addition, if at any time prior to twelve (12) months after the termination by the Company of this Agreement, the Transaction is consummated, Baytree will be entitled to payment in full of t