EXHIBIT 10.65

January 13, 2003

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

         Re:     LETTER AGREEMENT AND AMENDMENT #5 (ASIA PACIFIC & AUSTRALIA) TO
                 VIDEO GAME DISTRIBUTION AGREEMENT DATED AUGUST 9, 2002.

Dear Sir or Madam:

     This letter will serve as the fifth amendment  ("AMENDMENT  #5") 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 (i) that Letter
of Intent  dated  August 9, 2002 (the  "LOI"),  (ii) that Letter  Agreement  and
Amendment #2 dated August 29, 2002 ("AMENDMENT #2"), (iii) that Letter Agreement
and Amendment  dated September 12, 2002  ("AMENDMENT  #3"), and (iv) that Letter
Agreement  and  Amendment  #4  (OEM &  Back-Catalog)  dated  December  20,  2002
("AMENDMENT  #4")  (collectively,   the  "NEW  DISTRIBUTION   AGREEMENT").   The
provisions contained herein shall serve to amend the New Distribution  Agreement
only as stated  herein,  and all other terms and  conditions  contained in 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 ASIA-PACIFIC AND  AUSTRALIA/N.ZEALAND  TERRITORIES.  Subject to
     the  terms  of  this  Amendment  #5,  SECTION  2 of  EXHIBIT  B of the  New
     Distribution  Agreement is hereby amended to add the following  territories
     to VUG's Licensed Territory:

     i.   Australia and New Zealand (collectively,  the "AUSTRALIA  TERRITORY");
          and

     ii.  Korea, Taiwan, Sri Lanka, Malaysia, Philippines,  Thailand, Singapore,
          Hong Kong, China,  Indonesia,  Vietnam, and India  (collectively,  the
          "ASIA-PACIFIC TERRITORY"). (Note: Japan is excluded.)

     Collectively,  the Australia  Territory and the Asia-Pacific  Territory are
     referred to as the "ROW TERRITORY".

2.   PARTNER PRODUCT  CLARIFICATION  FOR ROW TERRITORY.  For purposes of the ROW
     Territory,  "Partner  Products"  shall be deemed  to  include  all  Partner
     Products if and to the extent that as of the date of this  Amendment  #5 no
     third  party  already  possesses  such  rights (or such party  subsequently
     waives such rights in their sole discretion). Accordingly, and for purposes
     of clarification and without limitation, VUG's License in


***  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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     the ROW Territory  shall be subject to any agreements for the ROW Territory
     that are in existence as of the date of this Amendment #5.  Attached hereto
     in EXHIBIT 1 are those Partner  Products  which are not subject to existing
     agreements  and to which  VUG  shall  have  distribution  rights in the ROW
     Territory.

3.   AUTHORIZED  CHANNEL  AMENDED FOR ROW TERRITORY.  Solely with respect to the
     Asia-Pacific Territory,  VUG's Authorized Channels of distribution (SECTION
     1 of EXHIBIT B of the New Distribution Agreement) are hereby amended to add
     the following:

     "1.3  Internet  Cafe,   Game   Rooms/Cyber-cafes,   down-loading/electronic
     distribution  (provided,  however,  that VUG  shall  not have the  right to
     distribute/stream/download  over the Internet  any Partner  Products (i) in
     Korean language and which would  violate***,  and/or (ii) in English (i.e.,
     that have not been localized for the ROW Territory)."

     Such additional Authorized Channel in the Asia-Pacific  Territory shall not
     be deemed to violate  Interplay's  reservation  of electronic  transmission
     rights under SECTION 2.6 of the New Distribution Agreement.

4.   TERM. For purposes of clarification,  the Term of VUG's License for the ROW
     Territory shall coincide with the Term of the New Distribution Agreement.

5.   VUG'S  OEM  RIGHTS  UNMODIFIED.  Notwithstanding  the  addition  of the ROW
     Territory to VUG's  Licensed  Territory,  the  Amendment #5 shall not amend
     VUG's OEM Rights in any manner  (e.g.,  VUG shall not have the right to now
     enter into OEM  Transactions  directly  with  customers  located in the ROW
     Territory).

6.   NO INITIAL SHIPMENT MINIMUM UNIT REQUIREMENT IN ROW TERRITORY. SECTION 12.5
     shall not apply to the Partner Products with respect to the ROW Territory.

7.   MANUFACTURING OF PARTNER PRODUCTS FOR DISTRIBUTION IN AUSTRALIA TERRITORY.

     Notwithstanding anything to the contrary in the New Distribution Agreement,
     VUG shall  manufacture  on behalf of Interplay  the Partner  Products to be
     distributed  in the  Australia  Territory  (and  title to all such  Partner
     Product  units  shall at all times  remain  with  Interplay).  Solely  with
     respect to distribution in the Australia Territory, VUG and Interplay shall
     mutually  agree in advance and in writing on the number of units of each PC
     Partner  Product and each Non-PC Partner  Product that will be manufactured
     in each  manufacturing  run of each such  Partner  Product;  and  Interplay
     agrees  that it will not  unreasonably  withhold,  condition  or delay such
     approvals.  Subject to reimbursement as provided below in PARAGRAPH 11.III,
     VUG will  pay all  actual  out-of-pocket  costs  of (i)  manufacturing  the
     Partner  Product  units  to be  distributed  in  the  Australia  Territory,
     including CD- and  DVD-materials  (and any other  component  materials) and
     pressing,  Game Hardware Platform Licensor royalties,  packaging materials,
     printing  of  packaging  and  inserts,  and  pack-out,   (ii)  assembly  of
     finished-goods  Partner  Product  units (to the  extent  the Game  Hardware
     Platform Licensor allows VUG to, and VUG elects to,


***  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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     perform any such assembly),  and (ii) shipping,  and securing  delivery of,
     completed   finished-goods   units  of  the   Partner   Products  to  VUG's
     distribution center (collectively, "ACTUAL MANUFACTURING COSTS").

     Solely in the  event  that VUG is unable  or  otherwise  prohibited  by the
     applicable   Game   Hardware   Platform   Licensor  from   fulfilling   its
     manufacturing obligations as described herein with respect to the Australia
     Territory,  Interplay  shall,  only to the extent and with the  approval of
     VUG,  manufacture  or  cause to be  manufactured  all  units of  applicable
     Partner  Product  Platform SKUs to be  distributed  by VUG in the Australia
     Territory and for securing  delivery of such Partner Product  Platform SKUs
     to VUG's distribution center, as directed by VUG. Subject to VUG's approval
     and Interplay's  consent to manufacture  the specified  number of units and
     deliver  same as stated  herein,  VUG will  advance  Interplay  its  Actual
     Manufacturing  Costs solely related to the Partner Product Platform SKUs to
     be  distributed  by VUG in the Australia  Territory.  VUG will advance such
     Actual  Manufacturing  Costs  to  Interplay,  or at VUG's  option  pay such
     amounts  directly to any Game Hardware  Platform  Licensor  and/or shipping
     company  performing  such services or who is otherwise  owed such payments,
     promptly  upon  Interplay's  presentation  to VUG of a  valid  and  correct
     invoice or purchase order specifying the amount owed and the services being
     provided.  VUG  shall  have a right of prior  approval  (which  will not be
     unreasonably  withheld or delayed) over the quantity of each  manufacturing
     order  submitted to each Game Hardware  Platform  Licensor for such Partner
     Product Platform SKUs intended for distribution in the Australia Territory.
     By way of clarification,  VUG will not be required to advance Interplay the
     costs or expenses of manufacturing or shipping units of any Partner Product
     Platform  SKUs  that  are  not  intended  for  distribution  by  VUG in the
     Australia Territory.

8.   ROW TERRITORY MARKETING EXPENSES.

     i.   ASIA-PACIFIC  TERRITORY.  Solely  with  respect  to  the  Asia-Pacific
          Territory,  VUG shall at a minimum allocate (and VUG shall spend): (i)
          ***  percent  (***%) of Net Sales  Revenue  for  direct  out-of-pocket
          marketing  costs, and (ii) *** percent (***%) of Net Sales Revenue for
          MDF/COOP expenses (and SECTION 6 of the New Distribution  Agreement is
          hereby   amended   accordingly   with  respect  to  the  Asia  Pacific
          Territory).

     ii.  AUSTRALIA  TERRITORY.  Solely with respect to the Australia Territory,
          VUG shall at a minimum allocate (and VUG shall spend): (i) *** percent
          (***%) of Net Sales Revenue for direct out-of-pocket  marketing costs,
          and (ii) *** percent (***%) of Net Sales Revenue for MDF/COOP expenses
          (and SECTION 6 of the New  Distribution  Agreement  is hereby  amended
          accordingly with respect to the Australia Territory).

9. TIMELY RELEASE OF PARTNER PRODUCTS IN ROW TERRITORY.

     i.   ASIA-PACIFIC  TERRITORY.  Solely  with  respect  to  the  Asia-Pacific
          Territory,  VUG shall commercially release each Partner Product within
          *** days (subject to extension for any delay caused by the  applicable
          Game Hardware Platform Licensor with respect to


***  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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          a Non-PC Partner Product)  following receipt from Interplay of a final
          localized version of such Partner Product in accordance with PARAGRAPH
          10 below.

     ii.  AUSTRALIA  TERRITORY.  Solely with respect to the Australia Territory,
          VUG shall  commercially  release each Partner Product in the Australia
          Territory  within *** days after the date VUG is  required  to release
          such  Partner  Product in the United  States  pursuant to the terms of
          SECTION 3.4 of the New Distribution  Agreement.  In the event that VUG
          manufactures  through Interplay (in accordance with paragraph 7 above)
          a Partner Product for the Australia  Territory,  and in the event that
          finished  goods of such  Partner  Product are not  completed  and made
          available  to  VUG  within  ***  days  following  Virgin   Interactive
          Entertainment's  international  release of such Partner Product,  then
          VUG shall have the right to withhold from the Interplay  Proceeds with
          respect  to any other  Partner  Products  under  the New  Distribution
          Agreement,  as  amended  hereby,  an  amount  equal to ***.  By way of
          clarification, such withholding of ***, if any, shall not be deemed in
          any way to alter, modify or amend VUG's continuing distribution rights
          and obligations to such Partner Product.

10.  LOCALIZATION FOR ASIA-PACIFIC TERRITORY.

     With  respect  to  VUG's  distribution  of  the  Partner  Products  in  the
     Asia-Pacific  Territory,  Interplay shall deliver PC Partner Product assets
     (double byte  enabled,  IME enabled and  compatible  with Asian  Windows OS
     (Windows 98SE and later)) for the Three Month Evaluation in accordance with
     the New Distribution Agreement. VUG shall be solely responsible at its cost
     for  localizing   Partner  Product  assets,  and  Interplay  to  be  solely
     responsible at its cost for  incorporating  such localized  assets into the
     Partner Product.  Interplay will use its best efforts to deliver to VUG the
     Partner Product with incorporated localized assets within a reasonable time
     following  receipt of the localized assets from VUG.  Following  receipt of
     such localized Partner Product, VUG shall be responsible at its cost for QA
     testing of the localized  Partner Product,  and Interplay  shall,  within a
     commercially  reasonable time after receiving notice thereof from VUG, make
     any  necessary  fixes  to  the  localized   Partner  Product   relating  to
     incorporation.  A localized version of a PC Partner Product approved by VUG
     and a  localized  version  of a  Non-PC  Partner  Product  approved  by the
     applicable Game Hardware Manufacturer Licensor shall be deemed an "APPROVED
     LOCALIZED PARTNER PRODUCT")

     VUG hereby  represents  and  warrants to Interplay  that (i) all  localized
     assets shall, as between VUG and any third-party  subcontractor  performing
     such  localization on VUG's behalf,  be owned  exclusively by VUG, and (ii)
     all  localized  assets  shall  remain  unencumbered,  and (iii)  subject to
     Interplay's  representations  and  warranties  under  the New  Distribution
     Agreement with respect to the Partner  Products,  no such localized  assets
     shall infringe the rights of any third party. VUG shall indemnify Interplay
     for any and all liabilities,  damages costs and fees (including  reasonable
     attorney's  fees) for any third party  claims or actions  arising out of or
     relating to any breach of the foregoing representations and warranties.


***  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.

                                       4


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     Solely by way of clarification,  Interplay shall be responsible (at its own
     cost and expense)  for all  submissions  and  approvals to the various Game
     Hardware  Platform  Licensors with respect to all localized  Non-PC Partner
     Products.

     Upon expiration of the Term (and any applicable Sell-Off Period) or earlier
     termination by Interplay of the New Distribution  Agreement,  as amended by
     this  Amendment #5,  Interplay  exclusively  shall own all of the localized
     assets created by/for VUG and incorporated into the Partner Products.

11.  NEW  MINIMUM  GUARANTEE  AND  INTERPLAY   PROCEEDS   CALCULATIONS  FOR  ROW
     TERRITORY.  The following provisions shall be added to SECTION 4 of EXHIBIT
     B:

     "ROW TERRITORY MINIMUM GUARANTEE AND INTERPLAY PROCEEDS CALCULATIONS:

     i.   ROW  TERRITORY  MINIMUM  GUARANTEE.  VUG shall,  immediately  upon the
          complete   execution   of  this   Amendment   #5,  pay   Interplay   a
          non-refundable  (except as otherwise  provided in the New Distribution
          Agreement)  Minimum Guarantee with respect to the ROW Territory in the
          amount  of  ***(the  "ROW  TERRITORY  MINIMUM  GUARANTEE).   Interplay
          expressly  acknowledges  and agrees  that such ROW  Territory  Minimum
          Guarantee  shall  be in  lieu of any  other  minimum  guarantees  with
          respect  to any  Partner  Products  in the  ROW  Territory.  By way of
          clarification, Interplay shall not be entitled to any guarantees based
          on projected sales with respect to the ROW Territory.

     ii.  CALCULATION  OF  INTERPLAY   PROCEEDS  FOR   ASIA-PACIFIC   TERRITORY.
          Notwithstanding  anything  to the  contrary  in the  New  Distribution
          Agreement,   VUG  shall  pay   Interplay   Proceeds  with  respect  to
          distribution  of Partner  Products in the  Asia-Pacific  Territory  as
          follows: ***

     iii. CALCULATION   OF   INTERPLAY   PROCEEDS   FOR   AUSTRALIA   TERRITORY.
          Notwithstanding  anything  to the  contrary  in the  New  Distribution
          Agreement  but  subject to VUG's  right of  recoupment,  VUG shall pay
          Interplay  Proceeds  with  respect  to  distribution  of  the  Partner
          Products in the Australia Territory as follows:  Gross Sales Revenues,
          less (i) the General  Reserve  (as defined in the New US  Distribution
          Agreement, except that such General Reserve shall be fixed at ***% for
          both PC Partner  Products and Non-PC  Partner  Products),  (ii) a ***%
          distribution  fee  (calculated  on Net  Sales)  payable to VUG for its
          services  hereunder (the  "DISTRIBUTOR  FEE"),  and (iii) VUG's Actual
          Manufacturing Costs and Capped Marketing Costs (as defined below). ***

     iv.  The  parties  hereby  agree  that,  notwithstanding  anything  to  the
          contrary herein, VUG shall pay royalties to Interplay at the following
          ***rates  (i.e.,  VUG  shall  be  solely  responsible  for  all  costs
          associated with the manufacturing,  marketing and distribution of such
          "back-catalog"  products (e.g., Interplay shall not be responsible for
          manufacturing costs associated with "back-catalog" products in


***  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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          the Australia  Territory) and VUG shall not take any  deductions  from
          Interplay's per-unit royalty):

          China:  ***
          Asia-Pacific Territory (excluding China):  ***
          Australia Territory:  ***

          The  remainder  of  SECTION 4 of EXHIBIT B shall be  unchanged  in all
          aspects.

12.  RECOUPMENT OF ROW TERRITORY MINIMUM GUARANTEE. SECTION 1.3 of EXHIBIT A and
     SECTION  20.14 are  modified  as  follows  solely  with  respect to the ROW
     Territory:

     i.   RECOUPMENT.  Notwithstanding  anything  to the  contrary  in  the  New
          Distribution  Agreement,  the ROW Territory Minimum Guarantee shall be
          recoupable  from ROW  Territory  Interplay  Proceeds,  and as follows:
          unless and until VUG recoups the ROW Territory Minimum Guarantee,  VUG
          shall be  entitled  to  deduct  ***from  the ROW  Territory  Interplay
          Proceeds.

13.  GOOD FAITH EFFORTS.  VUG and Interplay agree to work together in good faith
     to carry out the intent of this  Amendment  #5, and the parties  shall work
     together  to  modify  any  remaining  provisions  of the  New  Distribution
     Agreement  to  the  extent  reasonably  necessary  for  purposes  of  VUG's
     distribution of the Partner Products in the ROW Territory.

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 New Distribution
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.


          1/13/03                            /s/ Herve Caen
Dated: ________________                     ____________________________________
                                      Name:  Herve Caen
                                     Title:  Chief Executive Officer


***  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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                                    Exhibit 1

                         ROW Territory Partner Products



     Title:        Platform:       Territory:        Allocated Minimum Guarantee
                                                     Australia    Asia-Pacific
                                                     Territory    Territory

      ***             ***             ***              $***          $***

      ***             ***             ***              $***          $***
      ***             ***             ***              $***          $***
      ***             ***             ***              $***          $***
      ***             ***             ***              $***          $***
      ***             ***             ***              $***          $***
      ***             ***             ***              $***          $***

      ***             ***             ***              $***          $***
      ***             ***             ***              $***          $***
      ***             ***             ***              $***          $***
      ***             ***             ***              $***          $***
      ***             ***             ***              $***          $***
      ***             ***             ***              $***          $***
     Total:                                            $***          $***






***  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.

                                       7


<PAGE>

                                   Exhibit 2


                                      ***





***  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.

                                       8