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                                                                    Exhibit 10.2

                       AMENDMENT TO ACQUISITION AGREEMENT

         This Amendment to Acquisition Agreement (this "Agreement"), dated as of
December 1, 1995, is entered into by and between Sierra On-Line, Inc., a
Delaware corporation (the "Company"), and the individuals listed on the
signature pages hereto (collectively the "Coktel Group" and each individually a
"Coktel Group Member").

                                    RECITALS

         A.       The Company and the Coktel Group are parties to that certain
Acquisition Agreement dated October 13, 1993 (the "Prior Agreement") pursuant to
which the Company acquired Coktel Vision, S.A. from the Coktel Group.

         B.       The Company and the Coktel Group now desire to amend the Prior
Agreement as set forth herein.

                                   AGREEMENT

         In consideration of the foregoing and the other terms and conditions
set forth herein, the parties hereto agree as follows:

1.       ISSUANCE OF COMPANY STOCK

         1.1      SHARES

         Upon the terms and subject to the conditions of this Agreement, the
Company shall issue to each Coktel Group Member the number of shares of Common
Stock of the Company (the "Shares") specified opposite such Coktel Group
Member's name on Schedule A hereto, constituting in the aggregate 150,000 shares
of Common Stock of the Company.

         1.2      CONSIDERATION

         In consideration for the issuance of the Shares, each Coktel Group
Member hereby relinquishes his right to receive any further Earn-out Payments
(as defined in the Prior Agreement) pursuant to the Prior Agreement, and the
Company's obligation to make Earn-out Payments thereunder is hereby terminated.

2.       RESALE RESTRICTIONS

         2.1      SECURITIES LAWS; COMPLIANCE WITH REGULATION S

         Each Coktel Group Member hereby confirms his understanding that (a) the
Shares have not been registered under the U.S. Securities Act of 1933, as
amended (the "Act"), or any other U.S., French or other securities laws, (b) the
Shares will be issued in reliance on Regulation S promulgated by the U.S.
Securities and Exchange Commission and, therefore,
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cannot be sold or transferred unless they are subsequently registered under the
Act or an exemption from such registration is available, and (c) the Shares are
subject to resale restrictions as set forth elsewhere in this Section 2. Each
Coktel Group Member represents that he is not a U.S. person (as that term is
used in Regulation S), is not located in the U.S. and is acquiring the Shares in
an offshore transaction, and such Coktel Group Member is not acquiring the
Shares for the account or benefit of any U.S. person. Each Coktel Group Member
hereby confirms that he has not, in connection with the acquisition of Shares
hereunder, offered, sold (including by any short sale), or entered into any
transaction (including the purchase of any put or sale of any call) involving
the sale or potential sale of the Common Stock of the Company in the United
States or to or for the account or benefit of any U.S. person.

         2.2      LEGENDS

         It is understood that the certificates evidencing the Shares may bear
legends in substantially the following form:

         "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933 (THE "ACT") OR THE SECURITIES LAWS OF ANY
STATE. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED IN A
TRANSACTION GOVERNED BY REGULATION S PROMULGATED UNDER THE ACT AND MAY NOT BE
TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S, OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE
ACT.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESALE RESTRICTIONS AS SET FORTH IN AN AMENDMENT TO ACQUISITION AGREEMENT
BETWEEN THE COMPANY AND CERTAIN STOCKHOLDERS, INCLUDING THE REGISTERED HOLDER, A
COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."

         2.3      RESTRICTED PERIOD

         For a period of six months after the date of this Agreement (the
"Restricted Period"), no Coktel Group Member may enter into any transaction,
including the purchase of any put or sale of any call or any short sale,
involving the sale or potential sale of the Company's Common Stock.

         2.4      HOLDING PERIODS

         From the date of this Agreement until April 1, 1996 (the "First Sale
Date"), no Coktel Group Member may sell, assign or otherwise transfer any
interest, direct or indirect, in all or any part of the Shares. From and after
the First Sale Date until April 1, 1997 (the "Second Sale Date"), each Coktel
Group Member may from time to time sell, assign or otherwise


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transfer any interest, direct or indirect, in up to one-third of the Shares set
forth opposite such Coktel Group Member's name on Schedule A hereto (adjusted
for any stock splits or dividends), but the remaining Shares shall remain
subject to the restrictions set forth in the first sentence of this Section 2.4.
From and after the Second Sale Date until April 1, 1998 (the "Final Sale Date"),
each Coktel Group Member may from time to time sell, assign or otherwise
transfer any interest, direct or indirect, in up to two-thirds of the Shares set
forth opposite such Coktel Group Member's name on Schedule A hereto (adjusted
for any stock splits or dividends), but the remaining Shares shall remain
subject to the restrictions set forth in the first sentence of this Section 2.4.
From and after the Final Sale Date, the Shares may be freely transferred,
subject to the provisions of Regulation S and other applicable securities laws.

         2.5      CHANGE OF CONTROL

         Notwithstanding anything to the contrary contained herein, the Shares
may be transferred prior to the expiration of the holding periods specified
above in connection with any merger, reorganization, sale of stock or assets or
other transaction, in each case which will result in a change in voting control
of the Company, in which the other stockholders of the Company are exchanging
their shares of Common Stock for other consideration.

3.       EARN-OUT MATTERS

         3.1      1996

         In the event that, as of the date on which the Earn-out Payment
relating to the year ending March 31, 1996 would have been required to be made
by the Company if such obligation had not been terminated pursuant to this
Agreement (the amount thereof being referred to as the "1996 Earn-out Amount"),
the aggregate fair market value (as defined below) of 50% of the total number of
Shares originally issued under this Agreement (as adjusted for any stock splits
or dividends) is less than 80% of such 1996 Earn-out Amount, the Company shall,
within ten business days after such date, either (a) issue to the Coktel Group,
pro rata according to their respective holdings as set forth on Schedule A
hereto, a number of shares of Common Stock with a fair market value (the "1996
Top-up Value") which, when added to the fair market value of such 50% of the
total original Shares, is equal to such 80% of the 1996 Earn-out Amount, or (b)
pay to the Coktel Group, pro rata according to their respective holdings as set
forth on Schedule A hereto, an amount in cash equal to the 1996 Top-up Value,
such choice of stock or cash to be made in the sole discretion of the Company.

         3.2      1997

         In the event that, as of the date on which the Earn-out Payment
relating to the year ending March 31, 1997 would have been required to be made
by the Company if such obligation had not been terminated pursuant to this
Agreement (the amount thereof being referred to as the "1997 Earn-out Amount"),
the aggregate fair market value (as defined


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below) of 50% of the total number of Shares originally issued under this
Agreement (as adjusted for any stock splits or dividends) is less than 80% of
such 1997 Earn-out Amount, the Company shall, within ten business days
thereafter, either (a) issue to the Coktel Group, pro rata according to their
respective holdings as set forth on Schedule A hereto, a number of shares of
Common Stock with a fair market value (the "1997 Top-up Value") which, when
added to the fair market value of such 50% of the total original Shares, is
equal to such 80% of the 1997 Earn-out Amount, or (b) pay to the Coktel Group,
pro rata according to their respective holdings as set forth on Schedule A
hereto, an amount in cash equal to the 1997 Top-up Value, such choice of stock
or cash to be made in the sole discretion of the Company.

         3.3      FAIR MARKET VALUE DEFINITION

         The term "fair market value" as used in this Section 3 shall mean the
average of the last reported sale prices of the Company's Common Stock on the
Nasdaq National Market over the ten consecutive trading days ending with and
including the date as of which fair market value is being determined.

         3.4      RESTRICTIONS

         No shares of Common Stock issued pursuant to this Section 3 may be
sold, transferred or otherwise disposed of until the earlier of (a) six months
after the date of issuance or (b) upon a change of control of the Company as
described in Section 2.5 above, whichever is earlier.

4.       ENTIRE AGREEMENT; GOVERNING LAW

         This Agreement constitutes the full and entire understanding and
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements with respect to the subject matter hereof,
provided that the Prior Agreement shall remain in full force and effect except
to the extent modified, superseded or terminated hereby. This Agreement shall be
governed by and construed under the laws of France.

5.       NOTICE

         Unless otherwise provided, any notice desired or required to be given
hereunder shall be in writing given by personal delivery or certified or
registered mail, telegram or confirmed facsimile transmission, addressed, if to
the Company, at its address listed on the signature page of this Agreement, and
if to the Coktel Group, at the addresses set forth in Schedule A attached
hereto, or to such other address as any party shall have previously designated
by such a notice. The effective date of any notice or request shall be three
days from the date it is sent by the addressor with charges prepaid so long as
it is in fact received within five days, or when successful transmission is
confirmed if sent by facsimile, or when personally delivered.


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6.       AMENDMENTS

         Any term of this Agreement may be amended and the observance of any
term may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Company and
a majority in interest of Coktel Group. Any amendment or waiver effected in
accordance with this Section 6 shall be binding upon each holder of Shares
acquired under this Agreement at the time outstanding, each future holder of the
Shares, and the Company.

7.       COUNTERPARTS

         This Agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which when executed and delivered shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.


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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                                   SIERRA ON-LINE, INC.


                                   By   /s/ MICHAEL A. BROCHU
                                     ----------------------------------------
                                    Its President
                                       --------------------------------------

                                   Address:  3380 146th Place S.E., Suite 300
                                             Bellvue, WA 98007
                                             Fax:  (206) 649-0214


                                   COKTEL GROUP:


                                         /s/ ROLAND OSKIAN
                                   ------------------------------------------
                                         Roland Oskian


                                         /s/ ARNAUD DELRUE
                                   ------------------------------------------
                                         Arnaud Delrue


                                         /s/ MANUELLE CHAPOULLIE-MAUGER
                                   ------------------------------------------
                                         Manuelle Chapoullie-Mauger


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                                   SCHEDULE A

                             COKTEL GROUP HOLDINGS

<TABLE>
<CAPTION>
Name and Address                                                Number of Shares
----------------                                                ----------------
<S>                                                             <C>
Roland Oskian                                                         90,000

Arnaud Delrue                                                         30,000

Manuelle Chapoullie-Mauger                                            30,000

         TOTAL                                                       150,000
</TABLE>


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