INTERPLAY ENTERTAINMENT CORP
EX-10.4 LETTER OF AGREEMENT & AMENDMENT #3
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<TYPE>EX-10
<SEQUENCE>6
<FILENAME>iec3q02ex10-4.txt
<DESCRIPTION>EX-10.4 LETTER OF AGREEMENT & AMENDMENT #3
<TEXT>

                                                                    EXHIBIT 10.4
September 12, 2002

Interplay Entertainment Corp.
16815 Von Karman Avenue
Irvine, CA  92606
Attention: Chief Executive Officer
Attention: Legal Department

     Re:  LETTER  AGREEMENT AND AMENDMENT TO VIDEO GAME  DISTRIBUTION  AGREEMENT
          DATED AUGUST 9, 2002.

Dear Sir or Madam:

     This letter will serve as the third amendment  ("Amendment  #3") to confirm
the  agreements we have reached in connection  with the Video Game  Distribution
Agreement dated August 9, 2002,  between Vivendi  Universal Games,  Inc. ("VUG")
and Interplay  Entertainment Corp.  ("Interplay"),  as amended by that Letter of
Intent dated August 9, 2002 (the "LOI") and the Letter  Agreement  and Amendment
#2 dated  August 29, 2002  ("Amendment  #2")  (collectively,  the  "Distribution
Agreement").   The  provisions   contained  herein  shall  serve  to  amend  the
Distribution Agreement only as stated herein, and all other terms and conditions
contained in the those  agreements  shall  remain in full force and effect.  All
capitalized  terms used herein and not otherwise  defined shall have the meaning
ascribed to them in the New Distribution Agreement.

1.   ADDITION OF RUN LIKE HELL (XBOX) TO THE DISTRIBUTION AGREEMENT.

SECTION 3 of EXHIBIT B to the Distribution Agreement shall be modified by adding
the  following  Partner  Product and  related  information  to the  Distribution
Agreement:

                                        Submission Date(s)     Approved Gold
       TITLE            Platform:        for delivery of      Master Delivery
                                        the Gold Candidate:         Date:
------------------- ------------------- ------------------- --------------------
Run Like Hell             Xbox                  ***                 ***
------------------- ------------------- ------------------- --------------------


2.   The following shall be added to SECTION 4 of EXHIBIT B:

     "RUN LIKE HELL (XBOX) DISTRIBUTION  FEE/MINIMUM  GUARANTEE(S).  Solely with
     respect to the Xbox Platform  version of Run Like Hell ("RLH Xbox"),  VUG's
     Distribution  Fee shall be ***of Net  Sales.  VUG  shall  pay  Interplay  a
     Minimum Guarantee with respect to RLH Xbox in the amount of ***within three
     (3) business days of the complete  execution of this Amendment #3. Further,
     in the event that VUG sells in between ***and ***units of the PlayStation 2
     version  of Run Like  Hell,  then VUG  shall pay an  additional  ***Minimum
     Guarantee to Interplay to be  attributed to RLH Xbox. In the event that


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission (`SEC") and have been
filed separately with the SEC.


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     VUG sells in over  ***units of the  PlayStation 2 version of Run Like Hell,
     then VUG shall pay another additional  ***Minimum Guarantee to Interplay to
     be attributed to RLH Xbox. Solely by way of clarification,  each of the two
     additional Minimum  Guarantees  described herein shall be subject to all of
     the terms and conditions stated in the Distribution  Agreement,  including,
     without limitation, VUG's right of recoupment, offset and security interest
     and  furthermore,  Interplay  expressly  acknowledges  and agrees  that the
     Minimum Guarantee stated herein shall be in lieu of any Minimum  Guarantees
     with  respect to RLH Xbox that would  otherwise be due to Interplay as part
     of the Distribution Agreement (i.e., pursuant to Section 1 of Exhibit A)."

The remainder of such Section shall be unchanged in all aspects.

     If you agree to the provisions set forth in this letter  agreement,  please
so indicate by signing the enclosed copy and  returning it to me via  facsimile,
followed by an original copy in the mail. As stated herein, nothing contained in
this  letter  shall  affect the terms and  conditions  stated in the  Agreement,
except as specifically stated herein.

                                             Sincerely yours,

                                             /s/ Phil O'Neil
                                             -----------------------------------
                                             Phil O'Neil
                                             President, Partner Publishing Group
                                             Vivendi Universal Games, Inc.

I agree to the provisions of this letter agreement.

Dated:     9/11/02                                   /s/ Jeff Gonzalez
        ------------------------                     ---------------------------
                                                     Name:  Jeff Gonzalez
                                                     Title: CFO


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       2

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