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                                                                 Exhibit 10.2(a)

                         [Confidential Portions Omitted]

December 12, 2003

Mr. Ray Musci
CEO
Bam Entertainment, Inc .
333 West Santa Clara St., Suite 930
San Jose, CA 95113

Dear Ray,

Reference is made to that certain  engagement  letter between  Europlay  Capital
Advisors,  LLC  and  BAM  Entertainment,  Inc.  dated  November  17,  2003  (the
"Engagement Letter"). The parties hereby agree to amend the Engagement Letter as
follows  (all  capitalized  terms not  defined  herein  shall  have the  meaning
ascribed in the Engagement Letter):

1.       The term  "Agreed  Entity"  shall be deemed to  include  the  following
         parties: (a) [*], (b) [*] and (c) [*].

2.       The term  "Covered  Person"  shall be deemed to include  the  following
         parties: (a) [*], (b) [*] and (c) [*].

All other terms of the  Engagement  Letter are hereby  ratified  and  confirmed.
Please  confirm your  agreement to the foregoing by signing and  returning  this
letter to ECA.


                                            Very truly yours,

                                            EUROPLAY CAPITAL ADVISORS, LLC

                                            By:    /s/  Pamela Colburn
                                                   -----------------------
                                            Title: Managing Director

Accepted and agreed as of the
date first above written:

BAM ENTERTAINMENT, INC.

By:    /s/ Raymond Musci
       -----------------------
Title: Chief Executive Officer


                15821 Ventura Blvd., Suite 525, Encino, CA 91436
                     Phone (818) 444-4400 Fax (818) 444-4401


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*  Confidential portion omitted and filed separately with the Commission.