Amended And Restated Certificate Of Incorporation - INTERPLAY ENTERTAINMENT CORP - 4-27-2004

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Amended And Restated Certificate Of Incorporation - INTERPLAY ENTERTAINMENT CORP - 4-27-2004 Powered By Docstoc
					EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERPLAY ENTERTAINMENT CORP. The undersigned hereby certifies that: 1. She is the duly elected and acting Secretary of Interplay Entertainment Corp., a Delaware corporation (the "Corporation"). 2. The present name of the corporation (hereinafter called the "Corporation") is Interplay Entertainment Corp., which is the name under which the Corporation was originally incorporated; the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February 27, 1998. 3. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the Delaware General Corporation Law. 4. The Certificate of Incorporation of the Corporation, as amended and restated herein, at the effective time of filing of this Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, shall read in full as follows: "AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERPLAY ENTERTAINMENT CORP. ARTICLE 1 The name of this Corporation is Interplay Entertainment Corp. ARTICLE 2 The registered office of the Corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of the Corporation's registered agent at that address is Corporation Service Company.

ARTICLE 3 The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended from time to time. ARTICLE 4 The total number of shares of all classes of stock which this Corporation shall have authority to issue is 55,000,000, of which (i) 50,000,000 shares shall be designated "Common Stock" and shall have a par value of $0.001 per share; and (ii) 5,000,000 shares shall be designated "Preferred Stock" and shall have a par value of $0.001 per share. The Board of Directors is authorized, subject to limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in one or more series, and, by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following: (a) The number of shares constituting that series and the distinctive designation of that series; (b) The dividend rate on the shares of that series, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series; (c) Whether that series shall have voting rights, in addition to the voting rights provided by law and, if so, the terms of such voting rights; (d) Whether that series shall have conversion privileges and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine; (e) Whether or not the shares of that series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (f) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series and, if so, the terms and amount of such sinking fund; and (g) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series.

ARTICLE 5 (a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors and elections of directors need not be by written ballot unless otherwise provided in the Bylaws. The number of directors which shall constitute the whole Board of Directors of the Corporation shall be between seven (7) and nine (9), unless changed by amendment to this Certificate of Incorporation, with such number being initially fixed at seven (7). The exact number of directors constituting the whole Board of Directors may be changed from time to time by the Board of Directors, within the limits provided above, in accordance with the Bylaws of the Corporation. (b) At all elections of directors of the Corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which, in the absence of this provision (b), such stockholder would have been entitled to cast for the election of directors with respect to such stockholder's shares of stock, multiplied by the number of directors to be elected by such stockholder. Such stockholder may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as such stockholder may see fit. (c) Meetings of the stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the Delaware Statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or by the Bylaws of the Corporation. ARTICLE 6 A director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of his duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derives an improper personal benefit. If the General Corporation Law of the State of Delaware is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of the directors of the Corporation shall be limited or eliminated to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended from time to time. Any repeal or modification of this Article 6 by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE 7 This Corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this Corporation or while a director or officer is or was serving at the request of this Corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney's fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided; however, that the foregoing shall not require this Corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this Article Seven shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this Article Seven shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification. ARTICLE 8 In furtherance and not in limitation of the power conferred upon the Board of Directors by law, the Board of Directors of the Corporation shall have the power to make, alter, amend, change, add to or repeal the Bylaws of the Corporation, subject to the right of stockholders entitled to vote with respect thereto to alter and repeal Bylaws made by the Board of Directors. ARTICLE 9 Stockholders of the Corporation may not take action by written consent in lieu of a meeting. Any action contemplated by the stockholders must be taken at a duly called annual or special meeting.

ARTICLE 10 The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. ARTICLE 11 The Corporation is to have perpetual existence." IN WITNESS WHEREOF, Interplay Entertainment Corp. has caused this certificate to be signed by the undersigned, and the undersigned has executed this certificate and does affirm the foregoing as true under penalty of perjury this ___ day of May, 1998.
/s/ Lisa A. Latham --------------------------------------Lisa A. Latham, Secretary

EXHIBIT 3.3 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SERIES A PREFERRED STOCK OF INTERPLAY ENTERTAINMENT CORP. A DELAWARE CORPORATION INTERPLAY ENTERTAINMENT CORP., a Delaware corporation organized and existing under and by virtue of the Delaware General Corporation Law (the "Corporation"), does hereby certify: 1. Pursuant to the authority granted by the Corporation's Amended and Restated Certificate of Incorporation, the Corporation's Board of Directors have designated seven hundred nineteen thousand four hundred twenty-four (719,424) shares of Preferred Stock as Series A as set forth in that Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series A Preferred Stock of the Corporation filed with the Secretary of State of Delaware on April 14, 2000 (the "Certificate"). 2. The Board of Directors of the Corporation duly adopted a resolution proposing and declaring advisable the following amendment to the Certificate, and directing that said amendment be submitted to the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: "NOW, THEREFORE, BE IT RESOLVED, that paragraph 6 of Article IV of the Certificate is hereby amended and restated to read in full as follows: "6. VOTING RIGHTS. The holder of each share of Series A Preferred Stock shall have the right to one vote for each share of Common Stock into which such share of Series A Preferred Stock could then be converted (subject to the limitation set forth in the penultimate sentence of Section 4(a)), and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders' meeting in accordance with the Bylaws of this Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote as a single class, unless otherwise prohibited by law; PROVIDED, HOWEVER, that, notwithstanding anything to the contrary in this Certificate, the aggregate number of votes to which Series A Preferred Stock is entitled shall not under any circumstances exceed seven million six hundred nineteen thousand and forty-seven (7,619,047) votes. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series A Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward)."

RESOLVED FURTHER, that, except as amended herein, the Certificate remain in full force and effect." 3. That thereafter, the holders of the necessary number of shares of capital stock of the Corporation voted in favor of the foregoing amendments by written consent in accordance with the applicable provisions of the Delaware General Corporation Law. 4. That said amendments were duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, INTERPLAY ENTERTAINMENT CORP. has caused this Certificate of Amendment to be signed by its duly authorized Chief Executive Officer, Brian Fargo, this 25th day of October, 2000. INTERPLAY ENTERTAINMENT CORP., a Delaware corporation
By: /s/ Brian Fargo --------------------------------------Brian Fargo, Chief Executive Officer

EXHIBIT 3.4 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERPLAY ENTERTAINMENT CORP. A DELAWARE CORPORATION INTERPLAY ENTERTAINMENT CORP., a Delaware corporation organized and existing under and by virtue of the Delaware General Corporation Law (the "Corporation"), does hereby certify: 1. The Board of Directors of the Corporation duly adopted a resolution proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation of the Corporation, and directing that said amendment be submitted to the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: "NOW, THEREFORE, BE IT RESOLVED, that the first sentence of the first grammatical paragraph of Article 4 of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated to read in full as follows: "The total number of shares of all classes of stock which this Corporation shall have authority to issue is 105,000,000, of which (i) 100,000,000 shares shall be designated "Common Stock" and shall have a par value of $0.001 per share; and (ii) 5,000,000 shares shall be designated "Preferred Stock" and shall have a par value of $0.001 per share." 2. The holders of the necessary number of shares of capital stock of the Corporation voted in favor of the foregoing amendment in accordance with the applicable provisions of the Delaware General Corporation Law. 3. Said amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, Interplay Entertainment Corp. has caused this certificate to be signed by its duly authorized Chief Executive Officer, Brian Fargo, and attested by its duly authorized Secretary, Robert Katchen, this 25th day of October, 2000. INTERPLAY ENTERTAINMENT CORP., a Delaware corporation
By: /s/ Brian Fargo ---------------------------------Brian Fargo, Chief Executive Officer ATTEST: /s/ Robert Katchen ---------------------------Robert Katchen, Secretary

EXHIBIT 3.5 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERPLAY ENTERTAINMENT CORP. The undersigned, Herve Caen, the Chief Executive Officer of Interplay Entertainment Corp. (the "Corporation"), a corporation organized and existing by virtue of the General Corporation Law (the "GCL") of the State of Delaware, does hereby certify pursuant to Section 103 of the GCL as to the following: 1. The name of the Corporation is Interplay Entertainment Corp. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February 27, 1998. 2. The first full sentence of Article 4 of the Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended and restated to read in its entirety as follows: "ARTICLE 4 The total number of shares of all classes of stock which this Corporation shall have authority to issue is 155,000,000, of which (i) 150,000,000 shares shall be designated "Common Stock" and shall have a par value of $0.001 per share; and (ii) 5,000,000 shares shall be designated "Preferred Stock" and shall have a par value of $0.001 per share." 3. The foregoing amendment of the Amended and Restated Certificate of Incorporation of the Corporation, as amended, has been duly adopted by the Corporation's Board of Directors and Stockholders in accordance with the provisions of Section 242 of the Delaware General Corporation Law. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Amended and Restated Certificate of Incorporation as of the __ day of January 2004.
/s/ Herve Caen --------------------------------Herve Caen Chief Executive Officer

EXHIBIT 3.6 AMENDED AND RESTATED BY-LAWS OF INTERPLAY ENTERTAINMENT CORP. SECTION 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS 1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect. SECTION 2. STOCKHOLDERS 2.1. ANNUAL MEETING. The annual meeting of stockholders shall be held at 10:00 a.m. on the first Wednesday in June in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting. At such annual meeting the stockholders shall elect a board of directors, and shall transact such other business as has been set forth in the notice of the meeting or as may be required by law or these by-laws. 2.2. SPECIAL MEETINGS. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting, and the business transacted at any special meeting shall be limited to the purposes set forth in such call. 2.3. PLACE OF MEETING. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the State of Delaware as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment. 2.4. NOTICE OF MEETINGS. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of an annual meeting, any business to be transacted at such annual meeting other than the election of directors, and, in the case of a special meeting, the purposes for which such special meeting is called, shall be given not less than ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the

officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice. 2.5. QUORUM OF STOCKHOLDERS. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. 2.6. ACTION BY VOTE. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election 2.7. ACTION WITHOUT MEETINGS. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Each such written consent shall bear the date of signature of each stockholder who signs the consent. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered. If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228. 2.8. PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof. 2.9. INSPECTORS. The directors or the person presiding at the meeting may, but need not, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders, Notwithstanding the foregoing, in the event that a stockholder seeks to nominate one or more directors pursuant to Section 3.3 of these by-laws, the directors shall appoint two inspectors, who shall not be affiliated with the Corporation, to determine whether a stockholder has complied with Section 3.3 of these by-laws. If the inspector shall determine that a stockholder has not complied with Section 3.3 of these by-laws, the inspectors shall direct the person presiding over the meeting to declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the by-laws; and the person presiding over the meeting shall so declare to the meeting and the defective nomination shall be disregarded. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. LIST OF STOCKHOLDERS. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting. SECTION 3. BOARD OF DIRECTORS 3.1 NUMBER. The number of directors which shall constitute the whole board shall not be less than seven (7) nor more than nine (9) in number. The exact number of directors shall be fixed from time to time by a resolution adopted by a unanimous vote of directors then serving. Until otherwise fixed by the directors, the number of directors constituting the entire board of directors shall be seven (7). The number of directors may be decreased to any number permitted by the foregoing at any time by the directors by vote of a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation or removal of one or more directors. Directors need not be stockholders. 3.2. TENURE. At each annual meeting of the stockholders, directors shall be elected to hold office for a term expiring at the next annual meeting of stockholders. The Secretary shall have the power to certify at any time as to the number of directors authorized. Except as otherwise provided by law, by the certificate of incorporation or by these by-laws, each director shall hold office until the successors of such directors are elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. 3.3. NOMINATION. Nominations of persons for election to the board of directors may only be made by or at the direction of the board of directors or by any stockholder beneficially owning (as defined by Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of record at least one percent (1 %) of the issued and outstanding capital stock of the corporation. Nominations of persons to be elected to the Board of Directors at any special meeting of stockholders shall be made pursuant to timely notice in writing to the Secretary. To be timely, a stockholder's notice (which shall only be required with respect to a special meeting of stockholders) shall be delivered to or mailed and received at the principal executive offices of the corporation not less than 45 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 55 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder's notice (which shall only be required with respect to a special meeting of stockholders) shall set forth (A) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the capital stock of the corporation which are beneficially owned by such person and (iv) any other information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors, or would be otherwise required, in each case pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (including without limitation such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (B) as to the stockholder giving the notice (i) the name and address of such stockholder and (ii) the class and number of shares of the capital stock of the corporation which are beneficially owned (as defined by Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by

such stockholder. If requested in writing by the Secretary at least 15 days in advance of the annual meeting, a stockholder whose shares are not registered in the name of such stockholder on the corporation's books shall provide the Secretary, within ten days of such request, with documentary support for such claim of beneficial ownership. At the request of the board of directors, any person nominated by the board of directors for election as a director shall furnish to the Secretary that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee 3.4. POWERS. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these bylaws directed or required to be exercised or done by the stockholders. 3.5. VACANCIES. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the stockholders at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions. 3.6. COMMITTEES. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request. 3.7. REGULAR MEETINGS. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such

determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of the stockholders. 3.8. SPECIAL MEETINGS. Special meetings of the board of directors may be held at any time and at any place within or without the State of Delaware designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting. 3.9. NOTICE. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or by facsimile at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence facsimile number or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a wavier of a notice need specify the purposes of the meeting. 3.10. QUORUM. Except as may be otherwise provided by law, by the certificate of incorporation or these bylaws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. 3.11. ACTION BY VOTE. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors. 3.12. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be. 3.13. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting. 3.14. COMPENSATION. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed from his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.15. INTERESTED DIRECTORS AND OFFICERS. (a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation's directors or officers are directors or officers, or have a financial interest, shall be void or voidable, solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholder entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof, or the stockholders. (b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorized the contract or transaction. SECTION 4. OFFICERS AND AGENTS. 4.1. ENUMERATION; QUALIFICATION. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine. 4.2. POWERS. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate. 4.3. ELECTION. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to

time the directors may delegate to any officer their power to elect or appoint any other officer or any agents. 4.4. TENURE. Each officer shall hold office until the first meeting of the board of directors following the next annual meeting of the stockholders and until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power. 4.5. CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND VICE PRESIDENT. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors. Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation. Any vice president shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president. 4.6. TREASURER AND ASSISTANT TREASURERS. Unless the board of directors otherwise specifies, the treasurer shall be the chief financial officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer. 4.7. CONTROLLER AND ASSISTANT CONTROLLER. If a controller is elected, he shall, unless the board of directors otherwise specifies, be the chief accounting officer of the corporation and be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers and may be designated from time to time by the board of directors, the president or the treasurer. Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller. 4.8. SECRETARY AND ASSISTANT SECRETARIES. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefore and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all

stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary. SECTION 5. RESIGNATIONS AND REMOVALS. 5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a twothirds of the shares issued and outstanding and entitled to vote in the election of directors. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent. No director of officer resigning and (except where a right to receive compensation shall be expressly provided in a duly authorized written agreement with the corporation) no director or officer removed shall have any right to any compensation as such director or officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise; unless, in the case of a resignation, the directors, or, in the case of removal, the body acting on the removal, shall in their or its discretion provide for compensation. SECTION 6. VACANCIES. 6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.5 of these by-laws. SECTION 7. CAPITAL STOCK. 7.1. STOCK CERTIFICATES. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, if any, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. LOSS OF CERTIFICATES. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe. SECTION 8. TRANSFER OF SHARES OF STOCK. 8.1. TRANSFER ON BOOKS. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation. It shall be the duty of each stockholder to notify the corporation of his post office address. 8.2. RECORD DATE AND CLOSING TRANSFER BOOKS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the General Corporation Law of the State of Delaware, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the

General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. SECTION 9. INDEMNIFICATION. 9.1. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that, except as provided in this Section 9.1 with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the corporation. The right to indemnification conferred in this Section 9.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is not further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section 9 or otherwise (hereinafter an "undertaking"). 9.2. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 9.1 of these by-laws is not paid in full by the corporation within forty-five (45) days after a written claim has been received by

the corporation, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or part in any such suit or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking the corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this Section 9 or otherwise shall be on the corporation. 9.3. NON-EXCLUSIVITY OF RIGHTS. The rights of indemnification and to the advancement of expenses conferred in this Section 9 shall not be exclusive of and shall not affect any other right which any person may have or thereafter acquire under any statue, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise, and shall inure to the benefit of the heirs and legal representatives of such person. 9.4. INSURANCE. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. 9.5. INDEMNIFICATION OF EMPLOYEES OR AGENTS OF THE CORPORATION. The corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification and to the advancement of expenses, to any employee or agent of the corporation to the fullest extent of the provisions of this Section 9 with respect to the indemnification and advancement of expenses of directors or officers of the corporation. 9.6. INDEMNIFICATION CONTRACTS. The board of directors is authorized to enter into a contract with any director, officer, employee or agent of the corporation, or any person serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to or, if the board of directors so determines, greater than, those provided for in this Section 9.

9.7. EFFECT OF AMENDMENT, Any amendment, repeal or modification of any provision of this Section 9 by the stockholders or the directors of the corporation shall not adversely affect any right or protection of a director or officer of the corporation existing at the time of such amendment, repeal or modification. SECTION 10. CORPORATE SEAL. 10.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word "Delaware" and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors. SECTION 11. EXECUTION OF PAPERS. 11.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer. SECTION 12. FISCAL YEAR. 12.1. The fiscal year of the corporation shall end on December 31. SECTION 13. AMENDMENTS. 13.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office (except that any amendment or repeal of Sections 3.1, 3.3 or 13.1 of these bylaws shall be made only by unanimous vote of the directors then serving) or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

EXHIBIT 3.7 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF INTERPLAY ENTERTAINMENT CORP. The undersigned, Herve Caen, the Chief Executive Officer of Interplay Entertainment Corp. (the "Corporation"), a corporation organized and existing by virtue of the General Corporation Law (the "GCL") of the State of Delaware, does hereby certify pursuant to Article 8 of the Corporation's Amended and Restated Articles of Incorporation, as amended, and Section 13 of the Corporation's Amended and Restated By-laws (the "Bylaws") as to the following: 1. The name of the Corporation is Interplay Entertainment Corp. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February 27, 1998. 2. Section 3.9 of the By-laws is hereby amended and restated to read in its entirety as follows: "3.9. NOTICE. It shall be reasonable and sufficient notice to a director to send notice by mail, including by electronic mail at a director's last known electronic address provided by the director to the corporation, at least forty-eight hours or by facsimile at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence facsimile number or to give notice to him in person or by telephone at least twentyfour hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a wavier of a notice need specify the purposes of the meeting." 3. The foregoing amendment of the By-laws of the Corporation has been duly adopted by the Corporation's Board of Directors in accordance with the provisions of Section 109 and 141 of the GCL. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the By-laws as of the 9th day of March 2004.
/S/ HERVE CAEN -----------------------Herve Caen Chief Executive Officer

EXHIBIT 10.02 ISO/NQSOFORM OF INTERPLAY ENTERTAINMENT CORP. STOCK OPTION AGREEMENT TYPE OF OPTION (CHECK ONE): /_/ INCENTIVE /_/ NONQUALIFIED This Stock Option Agreement (the "Agreement") is entered into as of __________, by and between Interplay Entertainment Corp., a Delaware corporation (the "Company") and __________ (the "Optionee") pursuant to the Company's Third Amended and Restated 1997 Stock Incentive Plan (the "Plan"). 1. GRANT OF OPTION. The Company hereby grants to Optionee an option (the "Option") to purchase all or any portion of a total of ____________shares of the Common Stock of the Company (the "Shares") at a purchase price of $________Dollars per share (the "Exercise Price"), subject to the terms and conditions set forth herein and the provisions of the Plan. If the box marked "Incentive" above is checked, then this Option is intended to qualify as an "incentive stock option" as defined in Section 422 of the Internal Revenue Code of l986, as amended (the "Code"). If this Option fails in whole or in part to qualify as an incentive stock option, or if the box marked "Nonqualified" is checked, then this Option shall to that extent constitute a nonqualified stock option. 2. VESTING OF OPTION. Subject to the terms of Section 8 below, the right to exercise this Option shall vest in installments, in the amounts and on the dates set forth below, provided that Optionee remains in the "Continuous Service" (as defined in Section 3 below) of the Company as of the date of vesting: [vesting schedule insert] The "Vesting Start Date" shall be the date of this agreement. No Shares shall vest after the date of termination of Optionee's Continuous Service, but this Option shall continue to be exercisable in accordance with Section 3 hereof with respect to that number of shares that have vested as of the date of termination of Optionee's Continuous Service. 3. TERM OF OPTION. Optionee's right to exercise this Option shall terminate upon the first to occur of the following: (a) the expiration of ten (10) years from the date of this Agreement; (b) the expiration of three (3) months from the date of termination of Optionee's Continuous Service if such termination occurs for any reason other than Disability (as defined in Section 2.9 of the Plan), death or Cause (as defined in Section 2.4 of the Plan);

provided, however, that if Optionee dies during such three-month period the provisions of Section 3(e) below shall apply; (c) as of the commencement of business on the date of termination of Optionee's Continuous Service if such termination occurs for Cause (as defined in Section 2.4 of the Plan); (d) the expiration of one (1) year from the date of termination of Optionee's Continuous Service if such termination is due to the Disability (as defined in Section 2.9 of the Plan) of the Optionee; (e) the expiration of one (1) year from the date of termination of Optionee's Continuous Service if such termination is due to Optionee's death or if death occurs during the three-month period following termination of Optionee's Continuous Service pursuant to Section 3(b) above, as the case may be; or (f) upon the consummation of a "Change in Control" (as defined in Section 2.5 of the Plan), unless otherwise provided pursuant to Section 8 below. As used herein, the term "Continuous Service" means (i) employment by either the Company or any parent or subsidiary corporation of the Company, or by a corporation or a parent or subsidiary of a corporation issuing or assuming a stock option in a transaction to which Section 424(a) of the Code applies, which is uninterrupted except for vacations, illness (except for Disability, as defined in Section 2.9 of the Plan), or leaves of absence which are approved in writing by the Company or any of such other employer corporations, if applicable, (ii) service as a member of the Board of Directors of the Company until Optionee resigns, is removed from office, or Optionee's term of office expires and he or she is not reelected, or (iii) so long as Optionee is engaged as a consultant or service provider to the Company or other corporation referred to in clause (i) above. 4. EXERCISE OF OPTION. On or after the vesting of any portion of this Option in accordance with Sections 2 or 8 hereof, as applicable, and until termination of the right to exercise this Option in accordance with Section 3 above, the portion of this Option which has vested may be exercised in whole or in part by the Optionee (or Permitted Transferee, if applicable, or, after his or her death, by the person designated in Section 5 below) upon delivery of the following to the Company at its principal executive offices: (a) a written notice of exercise which identifies this Agreement and states the number of Shares then being purchased (but no fractional Shares may be purchased); (b) a check or cash in the amount of the Exercise Price (or payment of the Exercise Price in such other form of lawful consideration as the Administrator may approve from time to time under the provisions of Section 5.3 of the Plan); (c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws 2

with respect to the taxable income, if any, recognized by the Optionee in connection with the exercise of this Option (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other compensation payable to Optionee, or by the withholding of Shares issuable upon exercise of this Option or the delivery of Shares owned by the Optionee in accordance with Section 10.1 of the Plan, provided such arrangements satisfy the requirements of applicable tax laws); and (d) a letter, if requested by the Company, in such form and substance as the Company may require, setting forth the investment intent of the Optionee, or person designated in Section 5 below, as the case may be. 5. DEATH OF OPTIONEE; NO ASSIGNMENT. The rights of the Optionee under this Agreement may not be assigned or transferred except by will or by the laws of descent and distribution, and may be exercised during the lifetime of the Optionee only by such Optionee. Any attempt to sell, pledge, assign, hypothecate, transfer or dispose of this Option in contravention of this Agreement or the Plan shall be void and shall have no effect. If the Optionee's Continuous Service terminates as a result of his or her death, and provided Optionee's rights hereunder shall have vested pursuant to Section 2 or Section 8 hereof, as applicable, Optionee's legal representative, his or her legatee, or the person who acquired the right to exercise this Option by reason of the death of the Optionee (individually, a "Successor") shall succeed to the Optionee's rights and obligations under this Agreement. After the death of the Optionee, only a Successor may exercise this Option. Notwithstanding any portion of the foregoing to the contrary, the Administrator, in its sole discretion, may permit the transfer of a Nonqualified Option as follows: (i) by gift to a member of the Participant's immediate family or (ii) by transfer by instrument to a trust providing that the Option is to be passed to beneficiaries upon death of the trustor (either or both (i) or (ii) referred to as a "Permitted Transferee"). For purposes of this Section, "immediate family" shall mean the Optionee's spouse (including a former spouse subject to terms of a domestic relations order); child, stepchild, grandchild, child-in-law; parent, stepparent, grandparent, parent-in-law; sibling and sibling-in-law, and shall include adoptive relationships. A Permitted Transferee may not further assign, sell or transfer the transferred Option, in whole or in part, other than by will or by operation of the laws of descent and distribution. In addition a Permitted Transferee shall agree in writing to be bound by the provisions of this Agreement and the Plan. 6. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. (a) Optionee hereby represents and warrants that this Option and, when applicable, the Shares being acquired by Optionee are for Optionee's personal account, not as a nominee or an agent, and are for investment purposes only, and not with a present intention of selling or otherwise disposing of the Option or the Shares or with a view to or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). (b) Optionee agrees that the Company may issue Shares upon the exercise of the Option without registering such Shares under the Securities Act, on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her 3

exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions. (c) Optionee further agrees that the certificates evidencing the Shares may bear a legend indicating such nonregistration under the Securities Act and the resulting restrictions on transfer. Optionee acknowledges that, because Shares received upon exercise of this Option may be unregistered, Optionee may be required to hold the Shares indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration is available. (d) Optionee further represents and warrants that Optionee is either an accredited investor within the meaning of Regulation D under the Securities Act, or by reason of Optionee's business or financial experience, or the business or financial experience of its professional advisor, Optionee has the capacity to protect Optionee's own interests in connection with this transaction. (e) Optionee further represents and warrants that Optionee has been furnished with such materials and has been given access to such information relating to the Company as Optionee or Optionee's qualified representative has requested and Optionee has been afforded the opportunity to ask questions regarding the Company, the Option and the Shares, all as Optionee has found necessary to make an informed investment decision. (f) Optionee acknowledges receipt of a copy of the Plan and understands that all rights and obligations connected with this Option are set forth in this Agreement and in the Plan. 7. ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares of Common Stock of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, stock split, reverse stock split, combination of shares, reclassification, stock dividend or other change in the capital structure of the Company, then appropriate adjustment shall be made by the Administrator to the number of Shares subject to the unexercised portion of this Option and to the Exercise Price per share, in order to preserve, as nearly as practical, but not to increase, the benefits of the Optionee under this Option, in accordance with the provisions of Section 4.2 of the Plan. 8. CHANGE IN CONTROL. In the event of a Change in Control of the Company (as defined in Section 2.5 of the Plan), the Plan and the Option shall terminate, unless the Administrator, to the extent permitted by applicable law, but otherwise in its sole discretion provides for: (i) the continuation of the Option (if the Company is the surviving entity); (ii) the assumption of the Option and the Plan by the surviving entity or its parent; (iii) the substitution by the surviving entity or its parent of the Option with an option containing substantially the same terms; (iv) the cancellation of the Option without payment of any consideration, provided that if such Option would be canceled in accordance with the foregoing, the Administrator shall cause written notice of the proposed transaction to be given to the Optionee not less than 15 days 4

prior to the anticipated effective date of the proposed transaction and on or before the effective date of the proposed transaction, Optionee shall have the right to exercise the vested portion of the Option; or (v) the acceleration of vesting or the adjustment of other terms of the Option, provided that if the Option would be accelerated or otherwise adjusted in accordance with the foregoing, the Administrator shall cause written notice of the proposed transaction to be given to the Optionee not less than 15 days prior to the anticipated effective date of the proposed transaction and on or before the effective date of the proposed transaction, Optionee shall have the right to exercise the Option as accelerated or otherwise adjusted. 9. NO EMPLOYMENT CONTRACT CREATED. Neither the granting of this Option nor the exercise hereof shall be construed as granting to the Optionee any right with respect to continuance of employment by the Company or any of its subsidiaries. The right of the Company or any of its subsidiaries to terminate at will the Optionee's employment at any time (whether by dismissal, discharge or otherwise), with or without cause, is specifically reserved. 10. RIGHTS AS STOCKHOLDER. The Optionee (or transferee of this option by will or by the laws of descent and distribution or any Permitted Transferee) shall have no rights as a stockholder with respect to any Shares covered by this Option until the date of the issuance of a stock certificate or certificates to him or her for such Shares, notwithstanding the exercise of this Option. 11. "MARKET STAND-OFF" AGREEMENT. Optionee agrees that, if requested by the Company or the managing underwriter of any proposed public offering of the Company's securities, Optionee (or a Successor or Permitted Transferee as applicable) will not sell or otherwise transfer or dispose of any Shares held by Optionee (or a Successor or Permitted Transferee as applicable) without the prior written consent of the Company or such underwriter, as the case may be, during such period of time, not to exceed 180 days following the effective date of the registration statement filed by the Company with respect to such offering, as the Company or the underwriter may specify. 12. INTERPRETATION. This Option is granted pursuant to the terms of the Plan, and shall in all respects be interpreted in accordance therewith. The Administrator shall interpret and construe this Option and the Plan, and any action, decision, interpretation or determination made in good faith by the Administrator shall be final and binding on the Company and the Optionee. As used in this Agreement, the term "Administrator" shall refer to the committee of the Board of Directors of the Company appointed to administer the Plan, and if no such committee has been appointed, the term Administrator shall mean the Board of Directors. 13. NOTICES. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally or three (3) days after being deposited in the United States mail, as certified or registered mail, with postage prepaid, and addressed, if to the Company, at its principal place of business, Attention: the Chief Financial Officer, and if to the Optionee, at his or her most recent address as shown in the employment or stock records of the Company. 5

14. ANNUAL AND OTHER PERIODIC REPORTS. During the term of this Agreement, the Company will furnish or make available to the Optionee copies of all annual and other periodic financial and informational reports that the Company distributes generally to its stockholders. 15. GOVERNING LAW. The validity, construction, interpretation, and effect of this Option shall be governed by and determined in accordance with the laws of the State of California. 16. SEVERABILITY. Should any provision or portion of this Agreement be held to be unenforceable or invalid for any reason, the remaining provisions and portions of this Agreement shall be unaffected by such holding. 17. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed one instrument. [SIGNATURE PAGE IMMEDIATELY FOLLOWS] 6

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
INTERPLAY ENTERTAINMENT CORP. "OPTIONEE"

By: -------------------------------[name] Chief Executive Officer

----------------------------------Name

EXHIBIT 10.44 AMENDMENT NUMBER 2 OF INTERNATIONAL DISTRIBUTION AGREEMENT This Amendment Number 2 of International Distribution Agreement (this "Amendment") is entered into as of January 1, 2000, by Interplay Entertainment Corp., a Delaware corporation ("Interplay") and Virgin Interactive Entertainment Limited, a corporation formed under the laws of England and Wales ("Virgin"), with reference to the following facts: A. The parties have entered into that certain International Distribution Agreement dated February 10, 1999, subsequently amended under that certain Amendment Number 1 of International Distribution Agreement dated July 1, 1999 (collectively, the "Agreement"), under which Virgin obtained from Interplay the right to distribute Interplay products in certain territories. B. The parties desire to amend the Agreement. Therefore, the parties agree as follows: I. Section 5(e) of the Agreement is deleted in its entirety and replaced with the following: "(e) NO RESERVES. Virgin shall not deduct or retain reserves from payments due to Interplay under this Agreement. Within ten business days after the date of this Amendment, Virgin shall pay to Interplay any reserves that Virgin currently retains, to the extent that such currently-retained reserves exceed the amount of markdown allowances, returns, or credits as of December 31, 1999, that have not already been accounted for through a deduction from the amount of Virgin's payments owed or paid to Interplay." II. Section 5(f) of the Agreement is deleted in its entirety and replaced with the following: "(f) RETURNS. Virgin may not grant any markdown allowance, price protection or other credit for Products without the prior written consent of Interplay, not to be unreasonably withheld or delayed. For any calendar month during the term of this Agreement, the amount of any Interplay-approved markdown allowances and returns resulting from Virgin's distribution of Products may be deducted by Virgin from its payments to Interplay under EXHIBIT `B' for that month; PROVIDED, HOWEVER, that (i) any allowances and returns so deducted shall have been processed by Virgin during that month, and (ii) Virgin shall provide Interplay with a statement of any such markdown allowances and returns, itemized by Product and customer." III. Section 13 (a) of the Agreement is deleted in its entirety and replaced with the following: "(a) TERM. This Agreement shall become effective on the date hereof, and unless sooner terminated pursuant to the terms of this Agreement, shall continue in full force and effect until February 10, 2007, on which date this Agreement shall expire."

IV. Section 1 of Exhibit "B" of the Agreement is deleted in its entirety and replaced with the following: "1. VIRGIN SALES TARGETS AND PAYMENTS TO INTERPLAY. (a) For each calendar year, Virgin and Interplay shall agree upon a target amount of Net Sales (as defined below) for the year. Such target amount of Net Sales shall be referred to herein as the 'Base Plan Net Sales' and shall be set forth on Schedule `B-1' attached hereto. (b) Virgin shall pay to Interplay, in the time and manner set forth in subsection (c) below, a percentage of Net Sales (such payment to Interplay shall be referred to herein as the 'Pass-Through Amount') based upon whether, and to what extend, Virgin has exceeded the Base Plan Net Sales for the year. The Pass- Through Amount shall be calculated as follows:
THE PASS-THROUGH AMOUNT FOR NET SALES IN A CALENDAR YEAR THAT ARE: SHALL BE: -------------------------------------------------------------------------------100% of BPNS* or less 85% of such Net Sales In excess of 100% of BPNS but not more than 105% of BPNS In excess of 105% of BPNS but not more than 110% of BPNS In excess of 110% of BPNS but not more than 115% of BPNS In excess of 115% of BPNS but not more than 120% of BPNS In excess of 120% of BPNS

84% of such Net Sales

83% of such Net Sales

82% of such Net Sales

81% of such Net Sales 80% of such Net Sales

*'BPNS' means the Base Plan Net Sales for the applicable year. (c) Within 50 days after the end of each calendar month during the term of this Agreement, Virgin shall pay Interplay the Pass-Through Amount for Net Sales during the month. (d) 'Net Sales' shall mean the gross wholesale price of the Products invoiced or shipped by Virgin in the distribution of the Products less: (i) Any applicable taxes on the sale or license of the Products, other than taxes based solely on Virgin's income and tax withholdings to the extent creditable by Virgin. (ii) Any Interplay-authorized markdown allowances and/or retroactive discounts and rebates, on the terms set forth in Section 5(f) of this Agreement.

(iii) Amounts for returns, such as credits or defectives, on the terms set forth in Section 5(f) of this Agreement. (iv) Agency commissions on Products sold in Austria and Spain." V. Section 2 of Exhibit "B" of the Agreement is deleted in its entirety and replaced with the following: "2. COGS AND MARKETING REIMBURSEMENT. Within 10 days after the end of each calendar month during the term of this Agreement, Virgin shall deliver to Interplay an itemized statement of Virgin's cost of goods sold (including shipping, handling and insurance) with respect to Products sold during that month and marketing expenses paid during that month. Within 60 days of Interplay's receipt of such statement, Interplay shall either pay to Virgin the amount stated, or state specific reasons for deduction or denial. If Interplay states deductions or a denial Virgin may request an audited verification under SECTION 6 of this Agreement. With the sole exception of credits for returns and markdowns in accordance with SECTION 5(F) of this Agreement, Virgin shall not deduct from its payments to Interplay any of its costs, including, without limitation, the cost of goods sold and marketing costs." VI. Section 3 of Exhibit "B" of the Agreement is deleted in its entirety and replaced with the following: "Intentionally deleted." VII. Section 4 of Exhibit "B" of the Agreement, is deleted in its entirety and replaced with the following: "Intentionally deleted." VIII. Section 5 of Exhibit "B" of the Agreement is deleted in its entirety, and replaced with the following: "5. As of the date of this Amendment, the previously-applicable provision for Interplay's payment of Minimum Distribution Fee is eliminated. For purposes of clarification only, the provision applicable during 1999 for a 4,5 million British Pound Minimum Distribution Fee is prorated for the 46 weeks out of the 52 week year during which Virgin performed distribution services for Interplay under this Agreement, resulting in a Minimum Distribution Fee for 1999 of 3.98 million British Pounds." IX. Section 6 of Exhibit "B" of the Agreement is added, as follows: "6. CREDIT FOR COMPENSATION CONTRIBUTION. Virgin shall credit Interplay for any compensation contribution due after December 31, 1999 under Section 16.4 of that certain February 10, 1999 Amended and Restated Operating Agreement between VIE Acquisition Holdings LLC and Interplay, as amended." X. MISCELLANEOUS. The Agreement and this Amendment constitute the entire agreement between the parties on the subject matter hereof and thereof, and no amendment of the terms

herein or therein shall be valid unless made in a writing signed by the parties. California law shall govern the interpretation and enforcement of this Amendment without regard to conflicts of laws principles. Unless otherwise defined herein, terms used herein shall bear the same respective meanings ascribed to such terms in the Agreement. Except as amended hereby, the Agreement remains in full force and effect. This Amendment may be executed in counterparts. Wherefore, the parties hereto have executed this Amendment as of the date first written above. 'VIRGIN' Virgin Interactive Entertainment Limited BY: [Illegible] ITS: "INTERPLAY" INTERPLAY ENTERTAINMENT CORP.
/S/ BRIAN FARGO -----------------------Brian Fargo ITS: CEO BY:

Schedule B-1 BASE PLAN NET SALES YEAR BPNS INTERPLAY SIGNATURE VIRGIN SIGNATURE 2000 $48,000,000 2001 $____________ 2002 $____________ 2003 $____________ 2004 $____________ 2005 $____________ 2006 $____________ 2007 $____________

EXHIBIT 10.45 AMENDMENT TO INTERNATIONAL DISTRIBUTION AGREEMENT This Amendment to International Distribution Agreement (this "AGREEMENT"), is entered into as of April _, 2001, by and between INTERPLAY ENTERTAINMENT CORP., a Delaware corporation whose principal place of business is at 16815 Von Karman Avenue, Irvine, California 92606 (hereinafter "INTERPLAY"), and VIRGIN INTERACTIVE ENTERTAINMENT LIMITED, a corporation formed under the laws of England and Wales whose principal place of business is at 74A Charlotte St., London, England, W1P 1LR (hereinafter "VIRGIN"), with respect to the following recitals: RECITALS A. Interplay and Virgin are parties to that certain Settlement and Release Agreement, dated as of the date hereof (the "SETTLEMENT AGREEMENT"), which Settlement Agreement provides for the execution and delivery of this Agreement as a condition precedent to the consummation of the parties' respective obligations there under. B. Pursuant to SECTION 14(B) of that certain International Distribution Agreement, entered into effective February 10, 1999 (the "ORIGINAL AGREEMENT"), between Virgin and Interplay, Virgin and Interplay are amending the Original Agreement as set forth herein. All capitalized terms used in this Agreement and not defined herein shall have the meanings given such terms in the Original Agreement, C. The parties intend this Agreement to be an amendment, effective as of the date first set forth above, of the Original Agreement, and not a novation. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. PAYMENTS. Subject to Section 2 below, Exhibit B to the Original Agreement is hereby amended as follows: 1.1 THE MINIMUM MONTHLY OVERHEAD FEE. Section 3 of Exhibit B of the Original Agreement is hereby amended as follows: 1.1.1 Interplay shall pay to Virgin an aggregate Minimum Monthly Overhead Fee of $1,500,000 for the period from April 1, 2001 through June 30, 2002, which amount shall be paid by Interplay to Virgin as follows: (a) $1,000,000 shall be payable in nine (9) consecutive equal monthly installments of $111,111.11 each on the fifteenth (15th) day of the month, with the first installment payable on the later of (i) April 15, 2001 and (ii) the "Closing" (as defined in the Settlement Agreement); and

(b) $500,000 shall be payable in six (6) consecutive equal monthly installments of $83,333.33 each on the fifteenth (15th) day of the month, with the first installment payable on January 15, 2002. 1.1.2 Notwithstanding SECTION 1.1.1 to the contrary, if the Original Agreement is terminated by either party for any reason, including as of a result of breach by either party, all unpaid amounts provided for in SECTION 1.1.1, in addition to any other amounts that may be payable by Interplay as a result of such termination, shall be immediately due and payable, without notice, as of the date of such termination. 1.1.3 For the period from July 1, 2002 through termination or expiration of the Original Agreement, no Minimum Monthly Overhead Fee shall be payable by Interplay to Virgin, and Section 3 of Exhibit B of the Original Agreement shall cease to have any further force or effect. 1.2 RIGHT OF OFFSET. Each of Virgin and Interplay shall have the right to set off against any amounts payable by one such party (the "First Party") to the other such party (the "Second Party") under the Original Agreement all or any portion of any amounts then payable by the Second Party to the First Party under the Original Agreement, as amended by this Agreement, including, without limitation, the Minimum Monthly Overhead Fee. 1.3 ADJUSTMENT OF THE MINIMUM MONTHLY OVERHEAD FEE. Section 4 of Exhibit B of the Original Agreement is hereby deleted in its entirety. The parties agree that any prior purported amendments to the Distribution Agreement are void. 1.4 MINIMUM DISTRIBUTION FEE. Section 5 of Exhibit B of the Original Agreement is hereby deleted in its entirety. 2. MARKETING. The Original Agreement, including, without limitation, Section 4 and Sections 5(b), (c), (d) and (j), is hereby amended to the maximum extent necessary to provide that from and after July 1, 2001, Interplay shall be solely responsible for and shall provide all marketing, advertising, promotion, localization and testing (of packaging, Products and advertising) of the Products in the Territory. 3. ADDITIONAL AUDIT RIGHTS. In addition to the rights and obligations of the parties provided for in Section 6(c) of the Original Agreement, a certified public accountant (or the European equivalent thereof) appointed by Interplay may, at Interplay's expense and to Interplay's satisfaction, examine Virgin's books and records for the purpose of verifying the accuracy of any charges made by Virgin to Interplay for reimbursement of expenses incurred by Virgin on Interplay's behalf. These additional audit rights shall be subject to the other terms and conditions of Section 6(c). Additionally, Section 6(c) is hereby amended to provide that, if Virgin disagrees with the results of any audit conducted pursuant to Section 6(c), Interplay shall have the right to obtain copies of all relevant backup documents prepared or reviewed by the auditors in connection with the audit only to the extent such documents relate to the Products. Additionally, the parties agree to cooperate in any audit conducted pursuant to Section 6(c). 4. RETURNS; ETC. Sections 5(e) and (f) of the Original Agreement are hereby amended to provide that Virgin shall not have the right to retain from the payments due to Interplay under the

Original Agreement any reserve against Returns. Interplay shall, however, be responsible for actual Returns, which amounts shall be determined on a monthly basis during the Term and credited against any payments thereafter due to Interplay under the Original Agreement if during the term of this Agreement, and paid by Interplay to Virgin upon demand if such amount exists at or after termination of the Original Agreement. 5. PAYMENTS BY THE PARTIES. 5.1 By Virgin. Section 1 of Exhibit B to the Original Agreement is hereby amended to provide that all payments to be made by Virgin to Interplay pursuant to Section 1 of Exhibit B shall be paid within fifty (50) days after the end of the month in which the Products with respect to which such payments relate are invoiced by Virgin to its customers. If Virgin fails to pay any amounts due under this Section 1 when due, Interplay may withhold such amounts from payments due under Section 2 of Exhibit B for the duration of such non-payment by Virgin. 5.2 By Interplay. Section 2 of Exhibit B to the Original Agreement is hereby amended to provide that, in lieu of Virgin deducting the amounts provided for in such section from the amounts payable by Virgin to Interplay under Section 1 of Exhibit B, Interplay shall pay such amounts to Virgin within sixty (60) days after the date of the invoice for such obligation. Notwithstanding the immediately preceding sentence to the contrary, if Virgin is required to pay any amount set forth in Section 2 of Exhibit B before the sixty (60) day period referred to above, Interplay shall pay Virgin such amount on or before the day such invoice is payable by Virgin. If Interplay fails to pay any amounts when due, Virgin may withhold such amounts from the payments due Interplay under Section 1 of Exhibit B for the duration of such non-payment by Interplay. 6. CONSOLE PRODUCTS. Section 5(k)(C) of the Original Agreement is hereby amended to provide that, with respect to Products on video game console systems (e.g., PlayStation, N64, Dreamcast), Interplay shall be responsible for ordering the Products from the system licensor and the payment of the cost of goods and royalties to such system licensors. Interplay shall not have any right to utilize Virgin's line of credit with any of the system licensors to facilitate ordering Products from such system licensors. If requested by Interplay, Virgin shall have the right, at its option (and without the obligation to do so), to order Products on video game console systems from the system licensors and pay any amounts to the system licensors agreed to by Interplay and Virgin, and otherwise arrange for the production and delivery of such Products to Virgin's facilities. If Virgin orders such Products at Interplay's request, Virgin shall have the right to set off against any amounts due Interplay by Virgin the full cost and expense incurred by Virgin in connection with the order by Virgin of such console Products, including, without limitation, any cost of goods and royalties paid to such system licensors and all shipping costs, taxes and other amounts incurred in the delivery of such Products to Virgin. 7. MISCELLANEOUS. Except as expressly set forth in this Agreement, all of the terms of the Original Agreement shall remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made in, and to be performed within, said state. 8. CONDITION TO EFFECTIVENESS. This Agreement shall become effective upon, and not before the "Closing" (as defined in the Settlement Agreement.), and if such Closing does not occur on or prior to April 30, 2001, this Agreement shall be void and of no effect ab initio*

IN WITNESS WHEREOF, this Agreement has been made and entered into as of the day and year first set forth above. INTERPLAY ENTERTAINMENT CORP., a Delaware corporation
/S/ BRIAN FARGO --------------------------Brian Fargo Its: Chief Executive Officer By:

VIRGIN INTERACTIVE ENTERTAINMENT LIMITED, a corporation formed under the laws of England and Wales By: Its:

EXHIBIT 10.46 AMENDMENT NUMBER 4 OF INTERNATIONAL DISTRIBUTION AGREEMENT This Amendment Number 4 of the International Distribution Agreement dated February 10, 1999 (this "Amendment") is entered into as of August 6, 2003 but is retroactively effective as of January 1st, 2002 (the "Effective Date"), by Interplay Entertainment Corp., a Delaware corporation ("INTERPLAY") and Avalon Interactive Group Limited, a corporation formed under the laws of England and Wales ("AVALON"), with reference to the following facts: RECITALS A. Avalon Interactive Group Ltd is the successor in interest to Virgin Interactive Entertainment ("Virgin"). For the purpose of reading Agreements and associated papers these two names are one and the same and constitute one and the same company. B. The parties entered into an International Distribution Agreement dated February 10, 1999, subsequently amended on July 1, 1999, January 1, 2000, and April 9, 2001 (collectively, the "Agreement"), under which Avalon obtained from Interplay the right to distribute Interplay products in certain territories. C. The parties desire to amend the Agreement further. AGREEMENT NOW, THEREFORE, in consideration of the mutual agreements and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: I. Section l(b) of the Agreement is augmented with the following provision: Prior to entering into any of the following: Any sublicensing of any rights granted to Avalon under the Agreement Any deal not covered within the Distribution Agreement Avalon shall seek approval from Interplay in writing by using the form attached hereto, entitled "Contract Authorization Request". Section I of the Contract Authorization Request form shall be properly filled out and sent to Interplay for approval; if approved by Interplay, Avalon may enter into the deal, but must resubmit the Contract Authorization Request form with Section III completed for Interplay's records. Interplay shall not be obligated to provide Avalon, or the third party to the deal, any relevant materials or documents necessary to execute the agreement between Avalon and such third party until all elements of the Contract Authorization Request form process are completed. II. Section 4(d) of the Agreement is deleted in its entirety and replaced with the following: "(d) EXPENSE REIMBURSEMENTS. Interplay shall pay for the direct costs of manufacturing the Products (which shall, for the avoidance of doubt, include the costs of goods and any expenses generated for the creation of the Products, including but not limited to, the creation of packaging, manuals, inserts, labels, translations, and agency commissions (Agency commission solely in Austria and Portugal)) or having the Products manufactured

and shipped to Avalon's warehouse under Section 5. In each case, such payment will be made in accordance with Section 5(k)(C) of the Agreement, with respect to Products on video game console systems, or Section 2 of Exhibit B of the Agreement, as amended, with respect to personal computer Products. Interplay shall not have any obligation to pay any other fee, expense or other amount to Avalon or Avalon's vendors for the services to be provided by Avalon under Section 5 or otherwise, except as expressly provided in Exhibit B." III. Section 4(f) of the Agreement is deleted in its entirety and replaced with the following: "Intentionally deleted." IV. Section 5(c) of the Agreement is deleted in its entirety and replaced with the following: "(c) MARKETING. Avalon shall provide marketing and public relations for the Products in the Territory on behalf of Interplay in accordance with the following: (A) MARKETING PLANS (i) INTERPLAY TO PROVIDE EUROPEAN RELEASE SCHEDULE AND LIST OF MARKETING ELEMENTS TO AVALON Interplay shall provide to Avalon a full European release schedule and the list of main marketing Elements available to be mentioned in the general marketing and product plans on an annual basis. For the purpose of Marketing Plans "Elements" shall be understood to be, but not limited to, marketing materials such as Box Art, Screen Shots, Texts, Graphic designs, Pictures, Gameplay Outline, Cheat Codes, etc... Interplay shall deliver its first full European release schedule and the list of main marketing Elements available to be mentioned in the general marketing and product plans to Avalon within ten (10) business days from the actual signing of this Amendment 4, irrespective of the Effective Date of this Amendment. Updates of the European release schedule are to be provided by Interplay to Avalon on a bi-weekly basis. (ii) AVALON TO SUPPLY MARKETING PLANS FOR INTERPLAY'S APPROVAL. Avalon shall provide to Interplay two types of marketing plans: 1) a twelve (12) month general marketing plan for each calendar year (January through December) during the term of this agreement (or with respect to the general plan for 2003, from the date this amendment is signed by the parties through December 2003); and 2) a product-specific marketing plan for each Product, detailing Avalon's proposed country by country marketing efforts. The general marketing plan shall include, without limitation, all projected sales, promotional activities (including, among other things, advertising, public relations, trade shows and direct mailings, for all Products and detailed by countries under this Agreement. Each product specific marketing plan shall include the specific list of Elements, expected from Interplay, which condition its proper realization. The first Avalon general marketing plan and product specific marketing plan shall be provided by Avalon to Interplay within thirty (30) days from Interplay's delivery of the European release schedule and the list of main marketing Elements available to be mentioned in the general marketing and product-specific plans. Each general and product-specific

marketing plan shall be updated on a quarterly basis and the changes submitted for Interplay's written approval. (iii) In the event Interplay does not provide to Avalon the said schedule and list of Elements, Avalon shall no longer be bound by the specific content of the said marketing and product plans. In the event Interplay does not provide, within a reasonable time frame around the agreed date, to Avalon the specific Elements that are agreed upon in the marketing plan submitted by Avalon and approved by Interplay, then Avalon shall not be bound by the specific content of the said marketing and product plan. (iv) APPROVAL PROCESS: Each marketing plan identified above shall be submitted to Interplay for its review prior to implementation and no marketing plan may be implemented until Avalon receives Interplay's prior written approval. Interplay must either approve or reject these plans within ten (10) business days of receipt of the submitted plans. In the event Interplay fails to either give its approval or reject a marketing plan within the ten business day time period, the plans shall be deemed approved. In the event of a rejection, Interplay shall forthwith provide Avalon with the grounds for such rejection. (v) Avalon shall be responsible for and shall provide all marketing, advertising, promotion and public relations for the Products in the Territory in accordance with the Marketing Plans. All costs and charges of marketing, advertising and promotion of the Products, including, without limitation, third party costs and charges associated with implementation of the Marketing Plans, shall be the responsibility of, and paid for directly by, Avalon pursuant to Section 5(c)(B) below. (B) With respect to the Products under this Agreement, Avalon agrees to spend a minimum of eleven percent (11% )(for the period beginning on January 1, 2002 and ending on June 30, 2003, the minimum marketing allowance is 10%) of the projected Net Sales (as defined below in Section III of this Amendment), which shall be determined and mutually agreed to in advance in writing by and between Avalon and Interplay, on marketing, advertising and public relations in the Territory (the "MINIMUM MARKETING ALLOWANCE") subject to adjustment to actual net sales at the end of a quarter. The Minimum Marketing Allowance to be allocated as follows: (i) three percent (3%) of the Minimum Marketing Allowance shall be applied towards internal marketing costs in connection with the personnel engaged in the marketing, advertising and public relations a the Products as well as other internal costs ("INTERNAL MINIMUM MARKETING ALLOWANCE")(for the period beginning January 1, 2002, and ending July 31, 2003, the Internal Minimum Marketing Allowance shall be 2%); and (ii) the remaining eight percent (8%) of the Minimum Marketing Allowance shall be applied towards all marketing, advertising and public relations costs incurred in favor of third parties by or on behalf of Avalon in the Territory, including, without limitation, print, television, radio and other advertising and co-op and MDF funds ("External Minimum Marketing Allowance"). The parties agree that only actual, out of pocket costs incurred by Avalon shall be applied toward meeting Avalon's

Minimum Marketing Allowance obligation. It is expressly understood and acknowledged between Interplay and Avalon, that in the event Avalon exceeds its Minimum Marketing Allowance obligations at any time during the Term of this Agreement, Interplay shall not have any obligation to pay any fees, expenses or reimburse Avalon for such excesses. Any portion of the External Minimum Marketing Allowance not spent by Avalon during any quarter during the Term of this Agreement (hereinafter defined as "UNEXPLOITED MINIMUM MARKETING ALLOWANCE") shall be added to the External Minimum Marketing Allowance for the following quarter. For purposes of the preceding sentence, expenditures shall be deemed to have occurred at the time the marketing activity to which the expenditure is applied is invoiced, not when the cost thereof is actually paid. In the event there is any Unexploited Minimum Marketing Allowance remaining at the end of each calendar year during the Term, Avalon shall pay to Interplay within thirty (30) days after the end of such calendar year, the total Unexploited Minimum Marketing Allowance for such calendar year. Furthermore, upon termination or expiration of this Agreement, Avalon shall pay to Interplay within thirty (30) days of the termination or expiration of this Agreement, any and all Unexploited Minimum Marketing Allowance. The Internal Minimum Marketing Allowance shall be reviewed by Interplay and Avalon at the end of each twelve (12) month period from the execution of this Amendment. After review by Interplay and Avalon, the parties may mutually agree in writing to amend the Internal Minimum Marketing Allowance." Notwithstanding anything contained herein or in the Agreement, the parties hereby mutually agree and acknowledge that although the formalities set forth hereinabove above under paragraph (A) with respect to the general marketing plan and product specific plan were not followed by Avalon or Interplay prior to August 2003, the parties tacitly agreed upon all aspects in relation to the said general marketing plan and product specific marketing plan. Accordingly, for the sake of clarity, the parties hereby agree that Minimum Marketing Allowance hereinabove set forth shall apply to Avalon for the year 2002. Any Unexploited Minimum Marketing Allowance shall be imputed to the year 2003. Within 30 days of the execution of this Amendment, Avalon shall provide to Interplay, all marketing information and expenditures for the period January 1, 2002 through December 31, 2002, that are necessary to calculate the amount of any, Unexploited Minimum Marketing Allowance for that period. (C) Within ten (10) days after the end of each quarter during the Term, Avalon shall provide Interplay with monthly reports detailing expenses incurred for each Product under the Marketing Plans, together with supporting documentation thereof, and these are to be reconciled on a quarterly basis." V. Section 5(d) of the Agreement is deleted in its entirety and replaced with the following: "(d) ADVERTISING AND PROMOTION. On behalf of Interplay and at its direction, Avalon shall promote the sale of Products throughout the Territory in accordance with the applicable Marketing Plans and Interplay's reasonable directions."

VI. Section 5(j) of the Agreement is deleted in its entirety and replaced with the following: "(j) PUBLIC RELATIONS. Avalon shall provide public relations for the Products in the Territory on behalf of Interplay in accordance with the Marketing Plan. Avalon agrees to maintain and manage a public relations infrastructure throughout the Territory of a size and quality consistent with industry standards." VII. Section 6 of the Agreement as amended remains in full force and effect. VIII. Section 1 of Exhibit "B" of the Agreement is deleted in its entirety and replaced with the following: "1. PAYMENT. For the period beginning January 1, 2002 and ending June 30, 2003, Avalon shall pay to Interplay seventy-five percent (75%) of the Net Sales (as defined below) for Products Sold under this Agreement. Avalon shall retain the remaining twenty-five percent (25%) of the Net Sales ("AVALON PROCEEDS"). For the period beginning July 1, 2003 through the balance of the term of the agreement, Avalon shall pay to Interplay seventy-four percent (74%) of the Net Sales (as defined below) for Products Sold under this Agreement and Avalon shall retain the remaining twenty-six percent (26%) of the Net Sales ("AVALON PROCEEDS"). All such payments shall be paid to Interplay on the 20th day of the second month immediately following the month in which the Products are shipped or invoiced by Avalon to its customers, whichever is earlier. (For example: if Product is shipped or invoiced in the month of January, payment will be due on the 20th of March). Avalon shall bear the risk of the bad debt of its customers. "Net Sales" shall mean the gross wholesale price of the Products invoiced or shipped by Avalon in the distribution of the Products less: (i) Any applicable taxes on the sale or license of the Products, other than taxes based solely on Avalon's income and tax withholdings to the extent creditable by Avalon. (ii) Any Interplay-authorized markdown allowances and/or retroactive discounts and rebates, on the terms set forth in Section 5(f) of this Agreement. (iii) Amounts for returns, such as credits or defectives, on the terms set forth in Section 5(f) of this Agreement." IX. Notwithstanding anything to the contrary in the Agreement, Interplay shall no longer be responsible for and shall not provide marketing, advertising, public relations and promotion of the Products. For purposes of clarity, any and all costs of such marketing, advertising, public relations and promotion of the Products (collectively, "Marketing Costs") shall be paid by Avalon pursuant to Section 5(c)(B) of the Agreement. Avalon shall not deduct from its payments to Interplay any of its past or current Marketing Costs. X. Section 2. to the Amendment to International Distribution Agreement dated April 9th of 2001

is deleted in its entirety. XI. MISCELLANEOUS. The Agreement and subsequent written Amendments constitute the entire agreement between the parties on the subject matter hereof and thereof, and no amendment of the terms herein or therein shall be valid unless made in a written document signed by the parties. California law shall govern the interpretation and enforcement of this Amendment without reference to conflicts of laws principles. Unless otherwise defined herein, terms used herein shall bear the same respective meanings ascribed to such terms in the Agreement. Except as amended hereby, the Agreement remains in full force and effect. This Amendment may be executed in counterparts and may be delivered by facsimile, each of which shall be deemed an original, but ALL of which together shall constitute one and the same instrument. This Amendment shall not be binding until signed by both parties. Wherefore, the parties hereto have executed this Amendment as of the date first written "AVALON" AVALON INTERACTIVE GROUP LIMITED BY: ITS: Date: "INTERPLAY* Interplay Entertainment Corp BY: ITS: CEO Date: April 14, 2003

SECTION I REQUEST FOR APPROVAL TO SUBLICENSE OR ENTER INTO AN AGREEMENT: The International Distribution Agreement dated February 10, 1999, as amended (the "International Distribution Agreement"), by and between Interplay and Avalon, prohibits Avalon from entering into any kind of agreement such as sublicensing its rights thereunder without the consent of Interplay. Avalon hereby requests Interplay's consent to consider the following proposal with respect to the product(s) described below in accordance with the terms described below and otherwise subject to the terms of the International Distribution Agreement. DEAL INFORMATION: CONTRACTING PARTIES: THIRD PARTY CONTACT INFORMATION: TERM: TERRITORY: EXCLUSIVITY: PRODUCES) AND PLATFORMS): CASH INFLOWS AND TIMING: i. Advances/Guarantees: ii. Royalties: CASH OUTFLOWS: DETAILED SUMMARY OF PROPOSED CONTRACT AND PARTY RIGHTS/RESPONSIBILITIES: DOCUMENTS AND MATERIALS NEEDED FROM INTERPLAY DURING EXECUTION OF THE PROPOSED CONTRACT: TERMINATION PROVISIONS: ASSIGNMENT/TRANSFER PROVISIONS: LAW VENUE: SUBMITTED BY: _________ of Avalon Date: SECTION II INTERPLAY AUTHORIZATION: With the signatures below, Interplay authorizes Avalon to enter into the above described contract negotiation and agreement, provided that: (i) such agreement expressly provides that in the event Avalon loses its rights to the Product(s) for any reason, such agreement shall terminate immediately upon the loss of such rights; (ii) Avalon shall be expressly prohibited from cross-collateralizing and/or offsetting any amounts due with respect to this agreement as against any amounts due pursuant to any other agreements between Interplay, on the one hand, and Avalon, on the other hand, including without limitation the International Distribution Agreement; (iii) notwithstanding the terms of the International Distribution Agreement, Interplay's royalties with respect to the Product(s) shall be as follows: __________________________; and (iv) Interplay shall have the right to review and approve (which approval Interplay shall not unreasonably withhold or delay) the final form of such agreement prior to execution. Interplay Management

EXHIBIT 10.47 MUTUAL RELEASES AND SETTLEMENT AGREEMENT It is hereby agreed by and among the parties herein as follows: 1.0 PARTIES & EFFECTIVE DATE OF SETTLEMENT 1.1 This Settlement Agreement is entered into between and among Plaintiff Warner Bros. Entertainment Inc. ("Plaintiff), on the one hand, and Defendant Interplay Entertainment Corporation, ("Defendant"), on the other hand. The above parties are sometimes referred to in this Settlement Agreement as "the Parties." This Settlement Agreement is effective as of October 13,2003. 2.0 Background Facts This Settlement Agreement is made in light of the following facts: 2.1 On or about October 9, 2003, Plaintiff filed a Complaint captioned WARNER BROS. ENTERTAINMENT INC. V. INTERPLAY ENTERTAINMENT CORPORATION, AND DOES 1 THROUGH 20, INCLUSIVE, Los Angeles County Superior Court, case no. BC 303844. Defendant has not filed an Answer. The case referred to in this paragraph is referred to herein as the "Action." 2.2 The Action arises from Defendant's default on a certain Amended and Restated Secured Convertible Promissory Note, dated as of April 30,2002 ("Promissory Note") with an original principal sum of Two Million Dollars ($2,000,000.00). Said Promissory Note was secured by certain collateral as defined in a certain Security Agreement, dated as of April 30,2002, (the "Security Agreement") 3.0 Purpose of this Settlement Agreement 3.1 This Settlement Agreement is entered into in good faith by the Parties to settle all rights, duties, claims, accounts and liabilities between and among them in relation to all claims arising from or relating in any way to any and all facts, issues, claims, causes of action and defenses raised by the Action referenced in paragraph 2.1 above. The settlement evidenced

by this Settlement Agreement is not to be deemed an admission of liability or an admission of the merit or lack of merit of any claims released herein. 3.2 In light of the foregoing, the Parties have agreed to settle and finally resolve the Action by payment to Warner Bros. of the remaining principle in the amount of $1,333,333.34 plus interest pursuant to the terms of a Stipulated Judgment as described below, mutual releases, and a dismissal of the Action with prejudice. 4.0 Agreements and Undertakings 4.1 EXECUTION OF STIPULATION FOR ENTRY OF JUDGMENT 4.1.1 Concurrently with the execution of this Settlement Agreement, the Parties herein shall execute a Stipulation for Entry of Judgment. A true and correct copy of this Stipulation for Entry of Judgment is attached hereto as Exhibit "A" and incorporated herein as though set forth in full. This Stipulation will not be filed with the Court except in the event of a default by Defendant as described below. 4.2 PAYMENT BY DEFENDANT In light of the foregoing and in consideration for the contingent agreement of Plaintiff to dismiss its Complaint against Defendant with prejudice as set forth in P. 4.4.1 below, Defendant agrees and stipulates as follows: 4.2.1 Defendant will pay to Plaintiff the sum of One Million Three Hundred Thirty-Three Thousand, Three Hundred Thirty-Three Dollars and Thirty-Four cents ($1,333,333.34) plus interest as follows:
PAYMENT DUE DATE ---------------October 31,2003 November 28,2003 PRINCIPLE --------$87,222.23 $415,370.37 INTEREST -------112,777.77 6,230.56 TOTAL ----200,000.00 421,600.93

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December 31,2003 $415,370.37 4,153.70 421,600.93 January 30, 2004 $415,370.37 2,076.85 419,524.07 4.2.1 All payments set forth above shall be made payable to "Warner Bros. Entertainment Inc." and mailed to Plaintiff at 4000 Warner Blvd., Burbank, California, 91522, Attn: General Counsel. 4.3 DEFAULT BY DEFENDANT 4.3.1 If Defendant fails to make any of the payments within five (5) days of the dates specified above, Defendant will be in default of this Settlement Agreement. Plaintiff may give Defendant written notice of such default, sent by facsimile and first class mail to Interplay Entertainment Corp., 16815 Von Karman Avenue, Irvine, California, 92606, Attn: Corporate Counsel. 4.3.2 If the payment has not been made within five (5) days from the date of sending of such default notice, as set forth in P. 4.3.1 above, Defendant will be in default under this Settlement Agreement, and Plaintiff can file the Stipulation for Entry of Judgment, in the form of Exhibit "A" hereto by EX PARTE Application. The Stipulated Judgment will be entered against Defendant in the amount of $1,457,444.45, less any payments made pursuant to the Settlement Agreement. Interest shall accrue on the Stipulated Judgment at the rate of 10% per annum, calculated from the date the Stipulated Judgment is entered and until the date the Stipulated Judgment is paid in full. 4.3.3 Once the Stipulated Judgment is entered, Plaintiff may record the Stipulated Judgment and proceed with any available legal remedy to collect the Stipulated Judgment including enforcement of its right under the Promissory Note and the Security Agreement dated as of April 30, 2002. Plaintiff will be entitled to recover all actual attorneys' fees and costs incurred in enforcing the Stipulated Judgment. 4.4 DISMISSAL BY PLAINTIFF 4.4.1 Within twenty (20) days of the receipt of the final payment specified above, Plaintiff agrees to file with the Clerk of the Superior Court a request for dismissal with prejudice of the Complaint. -3198-75 SETTLEMENT AGREEMENT

5.0 RELEASES 5.1 Except as explicitly set forth in this Settlement Agreement, and with the exception of any and all remedies authorized by law with respect to this Settlement Agreement, Interplay Entertainment Corp., and each and all of its successors in interest, predecessors in interest, parent companies, divisions, affiliates, subsidiaries, partners, officers, directors, shareholders, employees, heirs, assigns, beneficiaries, agents and representatives, will, and hereby do, release, discharge and covenant not to sue Warner Bros. Entertainment, Inc. and its successors in interest, predecessors in interest, parent companies, subsidiaries, affiliates, divisions, officers, directors, shareholders, partners, representatives, insurers, heirs, assigns, beneficiaries, attorneys, employees and agents, and each of them, from any and all claims, losses, debts, charges, damages, demands, obligations, causes of action, lawsuits, liabilities, breaches of duty, misfeasance, malfeasance, promises, controversies, contracts, judgments, awards, penalties, costs, and expenses, of whatever nature, type, kind, description or character, whether known or unknown, which have ever existed or which do exist, arising from or relating in any way to any and all facts, issues, claims, causes of action and defenses raised by or in, or that could have been raised by or in, the Action referenced in P. 2.1. 5.2 Except as explicitly set forth in this Settlement Agreement, and with the exception of any and all remedies authorized by law with respect to this Settlement Agreement, and contingent on compliance by Interplay with the obligations set forth in paragraph 4.2 herein, Warner Bros. Entertainment Inc., and each and all of its successors in interest, predecessors in interest, parent companies, divisions, affiliates, subsidiaries, partners, officers, directors, shareholders, employees, heirs, assigns, beneficiaries, agents and representatives, will, and hereby do, release, discharge and covenant not to sue Interplay Entertainment Corp. and its successors in interest, predecessors in interest, parent companies, subsidiaries, affiliates, divisions, officers, directors, shareholders, partners, representatives, insurers, heirs, assigns, beneficiaries, attorneys, employees and agents, and each of them, from any and all claims, losses, debts, charges, damages, demands, obligations, causes of action, lawsuits, liabilities, breaches of duty, misfeasance, malfeasance, promises, controversies, contracts, judgments, awards, penalties, -4198-75 SETTLEMENT AGREEMENT

costs, and expenses, of whatever nature, type, kind, description or character, whether known or unknown, which have ever existed or which do exist, arising from or relating in any way to any and all facts, issues, claims, causes of action and defenses raised by or in, or that could have been raised by or in, the Action referenced in P. 2.1. 6.0 Matters Not Released Herein 6.1 Notwithstanding anything else in this Settlement Agreement to the contrary, the Parties hereto do not release any matters relating to adherence to and the enforcement of this Settlement Agreement. Nor does Warner Bros, release any of its rights under the Promissory Note, including its conversion rights, or its rights under the Security Agreement, both of which remain in full force and effect until Interplay has satisfied its obligations under the Promissory Note in full. 7.0 Waiver of Rights Under Civil Code Section 1542 7.1 The Parties declare that they understand the full nature, extent, and import of Section 1542 of the California Civil Code and of this entire Settlement Agreement, and have sought and obtained the advice of counsel with respect to that statute and this Settlement Agreement. Accordingly, with respect to the released matters, the Parties hereby waive and relinquish any and all rights or benefits that they may have under the provisions of Section 1542 of the California Civil Code, which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 7.2 In connection with this waiver and relinquishment, each of the Parties acknowledges that it may later be discovered that there are facts in addition to or different from those that it now knows or believes to be true with respect to the subject matter of this Settlement Agreement. The Parties also recognize the possibility that, in the future, damages may be suffered related to the subject matter of this Settlement Agreement that are not currently known. Fully recognizing these possibilities, it is the Parties' intention to fully, finally, and forever settle -5198-75 SETTLEMENT AGREEMENT

and release all disputes and differences, known or unknown, suspected or unsuspected, that now exist, may exist, or heretofore have existed with respect to the released matters. In furtherance of this intention, the releases given in this Settlement Agreement, once effective, shall be and shall remain in effect as a full and complete general release of the released matters notwithstanding the discovery or existence of such additional or different facts or damages. The Parties agree that this Settlement Agreement shall not be subject to termination or rescission by virtue of any difference in facts. 8.0 WARRANTIES OF AUTHORITY AND NONASSIGNMENT 8.1 Each of the Parties to this Settlement Agreement warrants that said Party has full authority to enter into this Settlement Agreement, to make the Releases set forth in this Settlement Agreement, and to enter into the undertakings and obligations set forth in this Settlement Agreement. The Parties hereby warrant that they have not assigned their respective claims to any other party or person. 8.2 Each of the Parties to this Settlement Agreement hereby warrants and represents that the person executing this Settlement Agreement on its behalf is fully authorized to do so, and that the authorized agents of each Party have taken all steps required by law or the Parties' bylaws to grant the signatory said authority. 9.0 FURTHER REPRESENTATIONS AND WARRANTIES 9.1 In entering into this Settlement Agreement, the Parties represent and warrant that they have fully discussed and reviewed all aspects of this Settlement Agreement with their counsel; that they have carefully reviewed and understand all of the provisions of this Settlement Agreement; and that they are freely, knowingly, and voluntarily entering into this Settlement Agreement without any form of duress. 10.0 PERFORMANCE OF AGREEMENT 10.1 The Parties each agree to do all the things necessary or convenient to carry out and effectuate the terms of this Settlement Agreement, and agree not to do or fail to do anything, directly or indirectly, that will interfere with the terms and conditions thereof. -6198-75 SETTLEMENT AGREEMENT

11.0 CONTINUING JURISDICTION 11.1 The Parties agree and acknowledge that, pursuant to California Code of Civil Procedure Section 664.6, the Los Angeles County Superior Court shall retain continuing jurisdiction over this action for the purpose of enforcing any and all terms of this Settlement Agreement. Any breach of any provision of this Settlement Agreement shall be subject to appropriate relief, as determined by the Court, and any Party may institute an action with the Court for enforcement of any provision of this Settlement Agreement. In the event that any such action for enforcement of this Settlement Agreement becomes necessary, the prevailing Party shall be entitled to its reasonable attorney's fees and costs. 12.0 SUCCESSORS IN INTEREST 12.1 This Settlement Agreement, including the Releases herein contained, shall be binding upon and inure to the benefit of each of the Parties hereto and each of their successors in interest, including heirs, assigns, and beneficiaries. 13.0 MUTUALLY DRAFTED SETTLEMENT AGREEMENT 13.1 Each of the Parties hereto has been fully and competently represented by counsel of its own choosing in the negotiations and drafting of this Settlement Agreement. Accordingly, the Parties agree that the rule of construction of contracts resolving any ambiguities against the drafting Party shall be inapplicable to this Settlement Agreement. Further, each Party hereto acknowledges that it has read this entire Settlement Agreement and fully understands its terms, conditions and effects. 14.0 CALIFORNIA LAW 14.1 All questions with respect to the construction of this Settlement Agreement, and the rights and liabilities of the Parties hereto, shall be governed by the laws of the State of California, and venue shall lie in Los Angeles County. 15.0 ENTIRE AGREEMENT 15.1 This Settlement Agreement contains the entire agreement of the Parties and may not be modified or amended except by a further document in writing and signed by the -7198-75 SETTLEMENT AGREEMENT

Parties. None of the Parties is relying upon any promise, representation or statement not contained within this Settlement Agreement. 16.0 HEADINGS 16.1 Section Headings are for convenience only and are not part of the Settlement Agreement. 17.0 COUNTERPARTS 17.1 The Parties may execute this Settlement Agreement in counterparts, each one of which will be an original or the equivalent thereof. Signatures by facsimile are binding, and the Parties will exchange duplicate original signatures promptly after execution of this Agreement. 18.0 SEVERABILITY 18.1 If any provision in this Settlement Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable for whatever reason, the remaining provisions not so declared shall nevertheless continue in full force and effect without being impaired in any manner whatsoever. 19.0 GENDER AND NUMBER 19.1 Wherever the context so requires, the singular shall include the plural; the plural shall include the singular; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders. -8198-75 SETTLEMENT AGREEMENT

IN WITNESS WHEREOF, the Parties hereto have agreed to and executed this Settlement Agreement. DATED: October 23, 2003 INTERPLAY ENTERTAINMENT CORP., a Delaware corporation
By: Name: Its: /s/ Phil Adam ----------------------Phil Adam President

DATED: October 31, 2003

WARNER BROS. ENTERTAINMENT INC., a Delaware Corporation

APPROVED AS TO FORM: DATED: October 28, 2003

By: Name: Its:

/s/ John A. Schulman ----------------------John A. Schulman Exec. VP & General Counsel

CALDWELL, LESLIE, NEWCOMBE & PETTIT A Professional Corporation Christopher G. Caldwell Joan Mack
By /s/ Joan Mack ----------------------JOAN MACK Attorneys for WARNER BROS. ENTERTAINMENT, INC.

DATED:October 23, 2003

By

/s/ ----------------------Attorneys for INTERPLAY ENTERTAINMENT CORP.

-9198-75 SETTLEMENT AGREEMENT

1 CALDWELL, LESLIE, NEWCOMBE & PETTIT CHRISTOPHER G. CALDWELL, State Bar No. 106790 2 JOAN MACK, State Bar No. 180451 A Professional Corporation 3 1000 Wilshire Blvd., Suite 600 Los Angeles, California 90017 4 Telephone: (213) 629-9040 5 Facsimile: (213) 629-9022 6 Attorneys for Plaintiff WARNER BROS. ENTERTAINMENT INC.
7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 FOR THE COUNTY OF LOS ANGELES 10 11 WARNER BROS. ENTERTAINMENT INC., Case No. BC 303844 12 Plaintiff, V. STIPULATION FOR ENTRY OF JUDGMENT

13 INTERPLAY ENTERTAINMENT CORPORATION, a Delaware corporation, and 14 DOES 1-20, 15 16 Defendants. 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT C CALDWELL, LESLIE, NEWCOMBE &PETTIT

IT IS HEREBY STIPULATED by and between Plaintiff Warner Bros. Entertainment Inc. ("Plaintiff"), on the one hand, and Defendant Interplay Entertainment Corporation, ("Defendant"), on the other hand, that judgment may be entered in the above-captioned action without further order or further notice of hearing in favor of Plaintiff and against Defendant, as follows: 1. The Parties hereto have provided for payment by Defendant to Plaintiff per that certain Settlement Agreement dated as of October 13, 2003 (the "Settlement Agreement"), as follows: Defendant will pay to Plaintiff(l) Two Hundred Thousand Dollars ($200,000.00) on or before October 31, 2003; (2) Four Hundred Twenty-One Thousand Six Hundred Dollars and Ninety-Three Cents ($421,600.93) on or before November 28,2003; (3) Four Hundred Nineteen Thousand Five Hundred Twenty-Four Dollars and Seven Cents ($419,524.07) on or before December 31, 2003; and (4) Four Hundred Seventeen Thousand Four Hundred Forty-Seven Dollars and Twenty-Two Cents ($417,447.22) on or before January 30,2004. Should a default occur under the terms of the Settlement Agreement, Plaintiff is entitled to recover against Defendants a judgment in the amount of One Million Four Hundred Fifty-Eight Thousand Five Hundred Seventy-Two Dollars and Twenty-Two Cents ($ 1,458,572.22), as set forth in the Settlement Agreement, less credit for any amounts paid pursuant to the terms of the Settlement Agreement. Simple interest at the rate of 10% per annum shall accrue on the unpaid principal balance of the judgment calculated from the date the unpaid amount became due. 2. Plaintiff and Defendant agree that the Stipulated Judgment in the form attached hereto as Exhibit "1" may be filed with the Court if Defendant fails to comply with the payment terms of the Settlement Agreement. 3. The Stipulated Judgment referred to herein shall be entered and become final for all purposes upon entry of judgment, and Defendant expressly waives any right it may have to appeal therefrom. 4. Defendant waives notice of hearing re entry of judgment and agrees that Stipulated Judgment can be entered on an EX PARTE application of Plaintiff supported by a declaration setting forth the amount of the Stipulated Judgment. -1STIPULATION FOR JUDGMENT

5. In the event the Stipulated Judgment is entered against Defendant, Plaintiff is entitled to costs and actual attorneys' fees incurred in obtaining and enforcing the Stipulated Judgment against the party or parties against whom judgment is entered, the amount of which may be established by Plaintiff in the declaration submitted in support of any EX PARTE application to enter judgment. Such costs shall include, but shall not necessarily be limited to, all items listed under Section 1033.5(a) and Section 1033.5(b) of the California Code of Civil Procedure in effect on the date of this Settlement Agreement. 6. The terms and conditions of this Stipulation shall be enforceable under Code of Civil Procedure ss. 664.6, and the Los Angeles County Superior Court shall retain continuing jurisdiction over this action for the purpose of enforcing any and all terms of the Stipulation and Settlement Agreement. IT IS SO STIPULATED. DATED: October 23,2003 INTERPLAY ENTERTAINMENT CORP. DATED: October 31,2003 WARNER BROS. ENTERTAINMENT INC -2-

APPROVED AS TO FORM:
DATED: October 23, 2003 By: /s/ --------------------------Attorneys for INTERPLAY ENTERTAINMENT CORP.

DATED: October 28, 2003

CALDWELL, LESLIE, NEWCOMBE & PETTIT A Professional Corporation CHRISTOPHER G. CALDWELL JOAN MACK
By /s/ Joan Mack --------------------------Attorneys for WARNER BROS. ENTERTAINMENT INC.

-3STIPULATION FOR JUDGMENT

EXHIBIT 21.1 INTERPLAY ENTERTAINMENT CORP. SUBSIDIARIES OF THE COMPANY
STATE OR OTHER JURISDICTION OF INCORPORATION ---------------Delaware California Japan U.K. Australia

ENTITY NAME ----------GamesOnline.com, Inc. Interplay OEM, Inc. Interplay Co. Ltd. Interplay Productions Limited Interplay Productions Pty Ltd.

EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders Interplay Entertainment Corp. and Subsidiaries We consent to the incorporation by reference in the registration statements (Form S-8 No. 333-50254, Form S8 No. 333-60583, Form S-3 No. 333-50252, Form S-3 No. 333-59088 and Form S-3 No. 333-60272) of Interplay Entertainment Corp. and Subsidiaries of our report dated March 25, 2004 relating to the consolidated financial statements and schedule, which report appears in the December 31, 2003 annual report on Form 10-K of Interplay Entertainment Corp. (a majority-owned subsidiary of Titus Interactive S.A.) and Subsidiaries for the years ended December 31, 2003 and 2002.
/S/ SQUAR, MILNER, REEHL & WILLIAMSON, LLP April 26, 2004

EXHIBIT 23.2 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-50254) pertaining to the Amended and Restated 1997 Stock Incentive Plan and Employee Stock Purchase, and (Form S-8 No. 333-60583) pertaining to the Employee Stock Purchase Plan, Amended and Restated 1997 Stock Incentive Plan, Incentive Stock Option and Nonqualified Stock Option Plan 1994, Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan 1991, and Lehrberg Employment Agreement, and the Registration Statements and Related Prospectuses (Form S-3 No. 333-50252) pertaining to the registration of 11,256,511 shares of common stock, (Form S-3 No. 333-59088) pertaining to the registration of 12,283,020 shares of common stock, and (Form S-3 No. 333-60272) pertaining to the registration of 28,715,970 shares of common stock of Interplay Entertainment Corp., of our report dated March 18, 2002, with respect to the consolidated financial statements and schedule of Interplay Entertainment Corp. (a majority owned subsidiary of Titus Interactive S.A.) and Subsidiaries for the year ended December 31, 2001 included in this Annual Report (Form 10-K) for the year ended December 31, 2003.
/s/ Ernst & Young LLP Orange County, California April 26, 2004

EXHIBIT 31.1 Certification of CEO Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Herve Caen, certify that: 1. I have reviewed this annual report on Form 10-K of Interplay Entertainment Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: April 26, 2004 /s/ Herve Caen --------------------------Herve Caen Chief Executive Officer

EXHIBIT 31.2 Certification of Interim CFO Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Herve Caen, certify that: 1. I have reviewed this annual report on Form 10-K of Interplay Entertainment Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: April 26, 2004 /s/ Herve Caen ------------------------------Herve Caen Interim Chief Financial Officer

EXHIBIT 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), the undersigned officer of Interplay Entertainment Corp., a Delaware corporation (the "Company"), does hereby certify with respect to the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2003 as filed with the Securities and Exchange Commission (the "10-K Report") that: (1) the 10-K Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the 10-K Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 26, 2004 /s/ Herve Caen ------------------------------Herve Caen Chief Executive Officer and Interim Chief Financial Officer