INTERPLAY ENTERTAINMENT CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>exhibit10-8.txt
<TEXT>


                                                                 EXHIBIT 10.8


                                   TERM SHEET

     This Agreement (the "AGREEMENT") is made this 26th day of April, 2002
("EFFECTIVE DATE"), by and between TITUS INTERACTIVE SA ("TITUS"), a French
corporation, and INTERPLAY ENTERTAINMENT CORP. ("INTERPLAY"), a Delaware
corporation.

     Interplay and Titus hereto expect to enter into more formal agreement (the
"LONG FORM AGREEMENT"), which is mutually satisfactory to both parties and
reflects the terms of this Agreement. In connection therewith, the parties shall
use their best efforts to complete the Definitive Agreement by 30th day of
April, 2002 and in no event later than 30th day of September, 2002.
Notwithstanding the foregoing, unless and until such Long Form Agreement is
fully executed, this Agreement shall be deemed valid and legally binding. In
consideration of the mutual terms, conditions and covenants hereinafter set
forth, the parties agree as follows:

1.  CONDITION PRECEDENT.        The obligations of both parties contained herein
                                would be conditioned on the Shiny Entertainment,
                                Inc. sale closing.

2.  PRODUCTS:                   1.) Subject to a third party licenses and
                                restrictions therein, interest, approvals or
                                renewals, Interplay will sell, grant and assign
                                to Titus all of Interplay's right, title and
                                interest in the following intellectual property
                                assets ("PROPERTY(IES)"); (a) EarthWorm Jim; (b)
                                Messiah; (c) Wild 9; (d) R/C Stunt Copter; (e)
                                Sacrifice; (f) MDK; (g) MDK II; and h) Kingpin,
                                and all currently existing platforms and
                                versions thereof.

                                2.) Subject to any third party licenses and
                                restrictions therein, interest approvals or
                                renewals, Interplay will grant to Titus an
                                exclusive, world-wide, nontransferable license
                                to develop, publish, manufacture, sell and
                                distribute solely on Nintendo Advance GameBoy
                                game system the following titles ("TITLE(S)"),
                                for the period of the life of the Titles: (a)
                                Hunter I; (b) Hunter II; (c) Ice Wind Dale I;
                                (d) Ice Wind Dale II; and (e) BG Dark Alliance
                                II. Interplay's only obligation with respect to
                                the Titles is the grant of license hereunder,
                                and in no event shall Interplay be obligated to
                                deliver any code or other assets in connection
                                with the Titles and in no event shall Interplay
                                have any obligation to develop any of the Titles
                                on any platform. All rights not expressly
                                granted herein are reserved by Interplay,
                                including, without limitation, the right to
                                create conversions, derivatives and sequels to
                                the Titles.

                                3.) In the event the rights granted under this
                                Agreement to any Properties or Titles conflicts
                                with third party licenses or interest or
                                Interplay is unable to receive an approval or


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                                renewal from a third party licensor, Interplay
                                shall have the right to cancel such Property or
                                Title from this Agreement and provide Titus with
                                a replacement Property or Title of similar
                                quality and genre to such cancelled Property or
                                Title.

3.  CONSIDERATION:              As full and complete consideration for the
                                rights granted herein, Titus agrees to execute
                                the Convertible Promissory Note ("PROMISSORY
                                NOTE") in Attachment 1, attached hereto and
                                incorporated herein by reference, which provides
                                that Titus unconditionally promises to pay to
                                the order of Interplay, the principal sum of
                                $3,500,000 and any unpaid accrued interest
                                thereon at a rate equal to 6% per annum. The
                                principal amount of the Promissory Note, and any
                                unpaid interest accrued thereon, shall be due
                                and payable in full on August 31, 2002
                                ("MATURITY DATE").

4.  FULFILLMENT LICENSE         Concurrently with the grant of rights set forth
                                above, Titus (including its successors and
                                assigns) hereby grants to Interplay and its
                                successors and assigns, an irrevocable and
                                royalty-free license in and to the Properties
                                (and all intellectual property herein) to the
                                extent necessary for Interplay and its
                                subsidiaries, including, but not limited to,
                                Interplay OEM Inc. and GameOnline.com, Inc., to
                                fulfill their obligations under currently
                                existing agreements pertaining to the Properties
                                (the "FULFILLMENT LICENSE").

5. THIRD PARTY NEGOTIATIONS:    For a period of ninety (90) days from the
                                Effective Date of this Agreement, Interplay may
                                solicit offers from and negotiate with third
                                parties to acquire rights to the Properties and
                                Titles granted under this Agreement, with
                                substantially similar terms ("THIRD PARTY
                                DEAL"). In the event Interplay enters into a
                                binding agreement in connection with a Third
                                Party Deal for an amount in excess of
                                $3,500,000, Interplay can rescind Agreement and
                                recover all rights granted and release Titus
                                from all obligations thereunder.

6.  CUSTOMARY TERMS:            The Long Form Agreement will contain the terms
                                of this Agreement and the standard terms and
                                conditions utilized by Interplay for agreements
                                of this nature.

7. GUARANTEE:                   Interplay agrees to use good faith efforts to
                                assist Titus in the development and marketing of
                                the Properties and Titles that will enable Titus
                                to achieve gross sales of at least $3,500,000
                                ("SALES") in connection with the exploitation of
                                the Properties and Titles within 14 months of
                                the Effective Date ("ACHIEVEMENT"). For clarity,
                                the foregoing sentence shall not obligate
                                Interplay to pay any money to Titus or any third


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                                party. Titus agrees to use best commercial
                                efforts to attain the Achievement. In the event
                                the Achievement is not attained and failure to
                                attain the Achievement is not a result of Titus'
                                failure to use best commercial efforts,
                                Interplay will pay to Titus the difference
                                between the Sales and the actual gross sales
                                achieved by Titus within 14 months of the
                                Effective Date, not to exceed $2 Million, in
                                connection with the exploitation of the
                                Properties and Titles.

8.  GOVERNING LAW:              This Agreement, and the Long Form Agreement
                                shall be construed and enforced in accordance
                                with, and shall be governed by, the laws of
                                France, without regard to conflict of law
                                principles thereof. In the event of any action,
                                suit or proceeding brought under or in
                                connection with this Agreement, or the Long Form
                                Agreement, exclusive venue and jurisdiction
                                shall lie with the French court of competent
                                jurisdiction.


ACCEPTED AND AGREED

INTERPLAY ENTERTAINMENT CORP.           TITUS INTERACTIVE SA


By:   /S/ HERVE CAEN                    By:   /S/ ERIC CAEN
    -------------------------               --------------------------------
Name: Herve Caen                            Name: Eric Caen
Title: President and CEO                    Title: Director General


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