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."


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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                             84% of such Net Sales

In excess of 105% of BPNS but not more
            than 110% of BPNS                             83% of such Net Sales

In excess of 110% of BPNS but not more
            than 115% of BPNS                             82% of such Net Sales

In excess of 115% of BPNS but not more
            than 120% of BPNS                             81% of such Net Sales

        In excess of 120% of BPNS                         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.


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                           (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


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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.



                                        BY:  /S/ BRIAN FARGO
                                             ------------------------
                                             Brian Fargo
                                        ITS: CEO

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                                  Schedule B-1



                               BASE PLAN NET SALES



YEAR       BPNS                  INTERPLAY SIGNATURE        VIRGIN SIGNATURE
--------------------------------------------------------------------------------


2000    $48,000,000



2001    $____________



2002    $____________



2003    $____________



2004    $____________



2005    $____________



2006    $____________



2007    $____________