EXHIBIT 10.64

December 20, 2002

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

         Re:     LETTER AGREEMENT AND AMENDMENT #4 (OEM & BACK-CATALOG) TO VIDEO
                 GAME DISTRIBUTION AGREEMENT DATED AUGUST 9, 2002.


Dear Sir or Madam:

     This letter will serve as the fourth amendment  ("AMENDMENT #4") 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"),  and (iii) that Letter
Agreement and Amendment dated September 12, 2002 ("AMENDMENT #3") (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 OEM RIGHTS TO THE NEW DISTRIBUTION AGREEMENT.

     i.   GRANT OF OEM RIGHTS.  Subject to the terms of this  Amendment  #4, and
          notwithstanding  anything  to the  contrary  in the  New  Distribution
          Agreement,  VUG's License  under  SECTION 2.1 of the New  Distribution
          Agreement shall hereby be modified to include OEM Rights for the Term.
          "OEM  RIGHTS"  shall  mean the right to  authorize  third  parties  to
          distribute Partner Products with third-party software (for purposes of
          being bundled with  third-party  hardware) and/or hardware in the form
          of a single  combined  product  (which  shall be  deemed  to  include,
          without  limitation,  a sale of the  Partner  Product  to an  original
          hardware  purchaser on a one-time basis within a reasonable time after
          the purchase of such hardware - i.e., "soft bundles") and selling such
          combined products within the Licensed Territory (as such definition is
          modified below for OEM Rights  purposes),  and as a premium to augment
          the   value   of   non-computer   related   products   and   so-called
          "covermounts",  or as  otherwise  may  be  approved  by  Interplay  in
          writing.  OEM Rights  transactions shall hereinafter be referred to as
          "OEM  TRANSACTIONS";   and  OEM  Transactions  that  are  approved  by
          Interplay in accordance with PARAGRAPH 1.VIII below shall  hereinafter
          be referred to as "APPROVED OEM TRANSACTIONS".


***  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.


<PAGE>


          For purposes of  clarification,  (i) the OEM Rights shall not include,
          and Interplay hereby expressly reserves,  all rights to distribute the
          Partner Products for use on any coin-operated or token-operated or pay
          per  play  arcade,  location  based or other  amusement  devices,  any
          electronic transmission rights (including,  without limitation, cable,
          the  internet  and any on-line  services),  and  merchandising  rights
          (including,  without  limitation,  toys  and  motion  pictures),  (ii)
          Interplay shall maintain the right to directly authorize Sony (and any
          other Game  Hardware  Platform  Licensors  with respect to any similar
          bundling  products which they may create) to distribute and bundle for
          retail  and  direct-to-consumer  sales  Partner  Products  in its "Jam
          Packs",  and  Interplay  maintains  the right to receive all  proceeds
          therefrom,  and (iii) Interplay maintains the right to all proceeds in
          connection  with and for the  duration of any and all deals  involving
          OEM Rights that exist as of the date of this Amendment #4.

     ii.  "PARTNER  PRODUCTS"  REDEFINED FOR PURPOSES OF OEM RIGHTS.  Solely for
          purposes of and with respect to OEM Rights,  the definition of Partner
          Products is hereby  amended to include all computer  and/or video game
          software products  developed by or on behalf of Interplay and to which
          (and to the  extent  to  which  and for the term of  which)  Interplay
          possesses OEM Rights to such product.  For purposes of  clarification,
          and subject to the restrictions herein, VUG's OEM Rights shall include
          rights to Interplay's  "back-catalog"  products, as well as to all new
          Partner  Products  delivered  under  the New  Distribution  Agreement.
          Unless  otherwise  required by any OEM deal existing as of the date of
          this Amendment #4 (e.g., an OEM licensee's  unilateral right to extend
          the term of their OEM license),  Interplay hereby agrees not to extend
          the terms of any OEM deals  existing as of the date of this  Amendment
          #4, without VUG's written consent in VUG's sole discretion.

     iii. INTERPLAY'S  "RESERVED  RIGHTS" AMENDED.  The last sentence of SECTION
          2.6 of  the  New  Distribution  Agreement  is  hereby  deleted  in its
          entirety.

     iv.  OEM TERM. For purposes of clarification,  the Term of VUG's OEM Rights
          license  shall  coincide  with  the  Term  of  the  New   Distribution
          Agreement.

     v.   OEM  TERRITORY.  Solely for  purposes  of and with  respect to the OEM
          Rights,   VUG  shall  have  the  right  to  enter  into  Approved  OEM
          Transactions with third parties located within the Licensed Territory,
          regardless  of the  geographic  location  of the  distribution  of the
          bundled Partner Products (subject,  of course, to Interplay's approval
          rights in PARAGRAPH 1.VIII below, any OEM licenses  existing as of the
          date of this  Amendment  #4 which  would  prohibit  the  proposed  OEM
          Transaction in any non-North  American  territory,  and any applicable
          Third  Party  License   restrictions   and/or  Third  Party   Licensor
          consents).  For example,  and subject to the terms  herein,  VUG shall
          have the right to enter into an Approved OEM Transaction with Dell USA
          for bundled  distribution  of a Partner  Product on a worldwide  basis
          (subject to any existing  rest-of-world  OEM licenses);  however,  VUG
          would  not have the right to enter  into such a deal with  Dell-Europe
          because  the  contract  would not be entered  into  between  VUG and a
          United States-based entity.


***  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


<PAGE>



     vi.  LANGUAGE  REQUIRED TO BE  INCLUDED  IN VUG'S OEM DEALS.  VUG shall use
          commercially  reasonable  good-faith efforts include substantially the
          following language in all OEM contracts with third parties:  "If VUG's
          publisher/licensor  discontinues developing,  producing, licensing, or
          distributing  the licensed  product(s) and requires VUG to do the same
          or if  VUG's  publisher/licensor  modifies,  replaces  or  adds to the
          licensed  product(s) at any time, a mutually agreed upon  substitution
          will be made and if the parties cannot agree to a substitution in good
          faith this agreement may be terminated."

     vii. OEM DEALS ARE SUBJECT TO INTERPLAY'S  THIRD PARTY  LICENSOR  APPROVAL.
          For purposes of clarification and without limitation, VUG's OEM Rights
          shall be subject to all applicable Third Party Licensors'  consents as
          provided in SECTION 2.8 of the New Distribution Agreement.

     viii.OEM   APPROVAL   PROCEDURE.   With   respect  to  each   proposed  OEM
          Transaction,  VUG shall  transmit to Interplay for review and approval
          (which approval  Interplay shall not unreasonably  withhold or delay),
          in  substantially  in the form attached hereto as ATTACHMENT 1 (or any
          similar OEM form  customarily  utilized by VUG, subject to Interplay's
          reasonable  approval thereof) (an "OEM SPEC SHEET"),  a summary of the
          proposed OEM Transaction  along with such  additional  information and
          materials as may  reasonably be requested by Interplay to evaluate the
          proposed  OEM  Transaction.  Interplay  shall use its best  efforts to
          either  approve  or reject in writing  the  proposed  OEM  Transaction
          within *** business  days (subject to extension for the length of time
          it takes  Interplay  to obtain any  applicable  Third  Party  Licensor
          consent) following receipt of an OEM Spec Sheet; provided, however, in
          no event shall a proposed OEM Transaction be deemed  approved  without
          VUG's  receipt of an OEM Spec Sheet  approved in writing by Interplay.
          In the event an OEM Spec Sheet is so approved by Interplay,  Interplay
          agrees  to  deliver  to VUG  the  gold  master  disc  of  the  Partner
          Product(s) named therein (and any required Related Assets specified in
          the OEM Spec Sheet) in accordance with the provisions of the proposal,
          and VUG shall  take  commercially  reasonable  efforts  to  negotiate,
          prepare and execute a definitive agreement (a "BUNDLING AGREEMENT") on
          such approved terms with such customer.

2.   ADDITION  OF  CERTAIN  "BACK-CATALOG"  PRODUCTS  TO  THE  NEW  DISTRIBUTION
     AGREEMENT.

     i.   SECTION 3 of  EXHIBIT  B to the New  Distribution  Agreement  shall be
          modified by adding the following  Partner  Products (the "BACK CATALOG
          PARTNER PRODUCTS") to the New Distribution Agreement:


***  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.

                                       3


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      TITLE        Platform:          Submission  Date(s)         Approved Gold
                                      for delivery of the        Master Delivery
                                        Gold Candidate:               Date:
--------------------------------------------------------------------------------

***                   PC                    N/A                       N/A


******                PC                    N/A                       N/A



***                   PC                    N/A                       N/A



***                   PC                    N/A                       N/A



***                   PC                    N/A                       N/A



***                   PC                    N/A                       N/A



***                   PC                    N/A                       N/A



***                   PC                    N/A                       N/A


--------------------------------------------------------------------------------


     ii.  NO VUG DEVELOPMENT APPROVALS REQUIRED.  VUG acknowledges that the Back
          Catalog Partner Products have previously been  commercially  released,
          and shall be deemed to be Approved Gold Masters (and  therefore  shall
          not be subject to VUG's  approval  rights  under  SECTION 3 of the New
          Distribution Agreement).

     iii. SELL-OFF  TO  CONTINUE  UNDER  OLD  DISTRIBUTION  AGREEMENT.  VUG  and
          Interplay agree that VUG shall be entitled to continue to sell off any
          existing  inventory of the Back Catalog Partner Products which VUG may
          have in its possession as of December 31, 2002 in accordance  with the
          sell-off  provisions and under the terms of that certain  Distribution
          Agreement dated August 23, 2001, as amended, between VUG and Interplay
          (the "OLD DISTRIBUTION  Agreement").  All newly-manufactured  units of
          the Back Catalog Partner  Products sold by VUG shall be subject to the
          New Distribution Agreement, as amended by this Amendment #4.


***  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


<PAGE>


     iv.  BACK CATALOG PARTNER  PRODUCTS ARE SUBJECT TO INTERPLAY'S  THIRD PARTY
          LICENSOR   APPROVAL.   For  purposes  of  clarification   and  without
          limitation,  VUG's  right  to  distribute  the  Back  Catalog  Partner
          Products  (as  compilations  or  otherwise)  shall be  subject  to all
          applicable Third Party Licensors'  consents as provided in SECTION 2.8
          of the New  Distribution  Agreement.  In the event that any applicable
          Third Party Licensor's  consent cannot be obtained with respect to any
          Back Catalog Partner  Products,  Interplay shall  substitute for VUG's
          benefit another mutually agreeable Interplay  "back-catalog"  product.
          In addition, Interplay hereby agrees to work in good faith with VUG to
          add additional  VUG-requested Interplay "back-catalog" products to the
          Back Catalog Partner Products for distribution by VUG hereunder.

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

     "OEM AND BACK-CATALOG  MINIMUM GUARANTEE.  VUG shall,  immediately upon the
     complete  execution of this  Amendment  #4, pay  Interplay a total  Minimum
     Guarantee  with  respect  to the OEM Rights  and the Back  Catalog  Partner
     Products in the amount of ***(the "OEM/BACK-CATALOG MINIMUM GUARANTEE).

     "OEM  DISTRIBUTION  FEE  MODIFIED.  Solely  with  respect to  Approved  OEM
     Transactions,  VUG's  Distribution  Fee shall be  ***percent  (***%) of Net
     Sales.  Solely for purposes of the Approved OEM  Transactions,  "Net Sales"
     shall mean all monies actually received by VUG from OEM Transactions,  less
     only  ***costs  of the  Partner  Products  duplicated  by VUG.  ***().  For
     purposes  of  clarification,  VUG shall not take a General  Reserve  or any
     deductions other than ***in calculating  Interplay Proceeds with respect to
     Approved OEM Transactions."

     "GENERAL RESERVE MODIFIED FOR "BACK CATALOG PARTNER PRODUCTS".  Solely with
     respect to Back Catalog Partner Products, in calculating Interplay Proceeds
     VUG's General  Reserve shall be  ***Percent  (***%),  rather than ***% (and
     SECTION 3 of EXHIBIT A is hereby modified accordingly."

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

4.   SECTION 1.3 of EXHIBIT A and SECTION  20.14 are modified as follows  solely
     with respect to OEM Transactions and Back Catalog

     Partner Products:

     i.   RECOUPMENT.  Notwithstanding  anything  to the  contrary  in  the  New
          Distribution Agreement,  the OEM/Back-Catalog  Minimum Guarantee shall
          be recoupable  only from  Interplay  Proceeds with respect to Approved
          OEM  Transactions and sales of Back Catalog Partner  Products,  and as
          follows:  unless and until VUG  recoups the  OEM/Back-Catalog  Minimum
          Guarantee,  VUG shall be entitled  to deduct  ***% from the  Interplay
          Proceeds with respect to Approved OEM  Transactions  and sales of Back
          Catalog Partner Products.


***  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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<PAGE>


     ii.  CROSS-COLLATERALIZATION.  Interplay expressly  acknowledges and agrees
          that until such time as VUG has fully  recouped  the  OEM/Back-Catalog
          Minimum  Guarantee,  VUG shall  have the right to  withhold  Interplay
          Proceeds  with respect to all Approved OEM  Transactions  as a set-off
          against  VUG's  obligation  to pay  Interplay  Proceeds  in respect of
          Back-Catalog Partner Products (and vice-versa).

5.   GOOD FAITH EFFORTS.  VUG and Interplay agree to work together in good faith
     to carry out the intent of this  Amendment  #4, and the parties  shall work
     together  to  modify  any  remaining  provisions  of the  New  Distribution
     Agreement to the extent reasonably necessary for purposes of the OEM Rights
     and Back Catalog Partner Products.

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.


           12/20/02                          /s/ Gary Dawson
Dated: ________________                     ____________________________________
                                      Name:  Gary Dawson
                                     Title:  Chief Operating 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.

                                       6


<PAGE>


                                  Attachment 1

                                 OEM Spec Sheet










***  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