EXHIBIT 10.45

                AMENDMENT TO INTERNATIONAL DISTRIBUTION AGREEMENT


         This   Amendment  to   International   Distribution   Agreement   (this
"AGREEMENT"),  is entered  into as of April _, 2001,  by and  between  INTERPLAY
ENTERTAINMENT CORP., a Delaware corporation whose principal place of business is
at 16815 Von Karman Avenue, Irvine, California 92606 (hereinafter  "INTERPLAY"),
and VIRGIN  INTERACTIVE  ENTERTAINMENT  LIMITED,  a corporation formed under the
laws of England and Wales whose  principal place of business is at 74A Charlotte
St.,  London,  England,  W1P 1LR  (hereinafter  "VIRGIN"),  with  respect to the
following recitals:

                                    RECITALS

         A.       Interplay  and Virgin are parties to that  certain  Settlement
and Release Agreement, dated as of the date hereof (the "SETTLEMENT AGREEMENT"),
which  Settlement  Agreement  provides  for the  execution  and delivery of this
Agreement  as  a  condition  precedent  to  the  consummation  of  the  parties'
respective obligations there under.

         B.       Pursuant  to  SECTION  14(B)  of  that  certain  International
Distribution Agreement,  entered into effective February 10, 1999 (the "ORIGINAL
AGREEMENT"), between Virgin and Interplay, Virgin and Interplay are amending the
Original  Agreement  as set forth  herein.  All  capitalized  terms used in this
Agreement and not defined herein shall have the meanings given such terms in the
Original Agreement,

         C.       The  parties   intend  this  Agreement  to  be  an  amendment,
effective as of the date first set forth above, of the Original  Agreement,  and
not a novation.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual agreements and promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

         1.       PAYMENTS.  Subject  to  Section  2  below,  Exhibit  B to  the
Original Agreement is hereby amended as follows:

                  1.1      THE  MINIMUM  MONTHLY  OVERHEAD  FEE.  Section  3  of
Exhibit B of the Original Agreement is hereby amended as follows:

                           1.1.1    Interplay  shall pay to Virgin an  aggregate
Minimum  Monthly  Overhead Fee of  $1,500,000  for the period from April 1, 2001
through  June 30,  2002,  which  amount  shall be paid by Interplay to Virgin as
follows:

                                    (a)      $1,000,000 shall be payable in nine
(9) consecutive equal monthly  installments of $111,111.11 each on the fifteenth
(15th) day of the month, with the first installment  payable on the later of (i)
April 15, 2001 and (ii) the "Closing" (as defined in the Settlement  Agreement);
and


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                                    (b)      $500,000  shall be  payable  in six
(6) consecutive  equal monthly  installments of $83,333.33 each on the fifteenth
(15th) day of the month, with the first installment payable on January 15, 2002.

                           1.1.2    Notwithstanding   SECTION   1.1.1   to   the
contrary,  if the  Original  Agreement  is  terminated  by either  party for any
reason,  including as of a result of breach by either party,  all unpaid amounts
provided  for in SECTION  1.1.1,  in addition to any other  amounts  that may be
payable by Interplay as a result of such  termination,  shall be immediately due
and payable, without notice, as of the date of such termination.

                           1.1.3    For the  period  from July 1,  2002  through
termination or expiration of the Original Agreement, no Minimum Monthly Overhead
Fee shall be payable by Interplay  to Virgin,  and Section 3 of Exhibit B of the
Original Agreement shall cease to have any further force or effect.

                  1.2      RIGHT OF OFFSET.  Each of Virgin and Interplay  shall
have the right to set off  against  any  amounts  payable by one such party (the
"First  Party") to the other such party (the "Second  Party") under the Original
Agreement  all or any portion of any amounts then payable by the Second Party to
the First  Party under the  Original  Agreement,  as amended by this  Agreement,
including, without limitation, the Minimum Monthly Overhead Fee.

                  1.3      ADJUSTMENT  OF  THE  MINIMUM  MONTHLY  OVERHEAD  FEE.
Section 4 of  Exhibit B of the  Original  Agreement  is  hereby  deleted  in its
entirety.  The  parties  agree  that  any  prior  purported  amendments  to  the
Distribution Agreement are void.

                  1.4      MINIMUM  DISTRIBUTION  FEE. Section 5 of Exhibit B of
the Original Agreement is hereby deleted in its entirety.

         2.       MARKETING.   The  Original   Agreement,   including,   without
limitation,  Section 4 and Sections 5(b), (c), (d) and (j), is hereby amended to
the  maximum  extent  necessary  to  provide  that from and after  July 1, 2001,
Interplay  shall be solely  responsible  for and shall  provide  all  marketing,
advertising,  promotion,  localization  and testing (of packaging,  Products and
advertising) of the Products in the Territory.

         3.       ADDITIONAL  AUDIT  RIGHTS.  In  addition  to  the  rights  and
obligations  of  the  parties  provided  for in  Section  6(c)  of the  Original
Agreement,  a certified public accountant (or the European  equivalent  thereof)
appointed  by  Interplay  may,  at   Interplay's   expense  and  to  Interplay's
satisfaction,  examine  Virgin's  books and records for the purpose of verifying
the  accuracy of any charges made by Virgin to Interplay  for  reimbursement  of
expenses incurred by Virgin on Interplay's behalf. These additional audit rights
shall  be  subject  to  the  other  terms  and   conditions   of  Section  6(c).
Additionally,  Section  6(c) is  hereby  amended  to  provide  that,  if  Virgin
disagrees  with the results of any audit  conducted  pursuant  to Section  6(c),
Interplay shall have the right to obtain copies of all relevant backup documents
prepared or reviewed by the  auditors in  connection  with the audit only to the
extent such documents relate to the Products. Additionally, the parties agree to
cooperate in any audit conducted pursuant to Section 6(c).

         4.       RETURNS;  ETC. Sections 5(e) and (f) of the Original Agreement
are hereby  amended to provide  that  Virgin  shall not have the right to retain
from the payments due to Interplay under the

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Original  Agreement any reserve against Returns.  Interplay shall,  however,  be
responsible for actual  Returns,  which amounts shall be determined on a monthly
basis  during the Term and  credited  against  any  payments  thereafter  due to
Interplay under the Original Agreement if during the term of this Agreement, and
paid by  Interplay  to  Virgin  upon  demand if such  amount  exists at or after
termination of the Original Agreement.

         5.       PAYMENTS BY THE PARTIES.

                  5.1      By  Virgin.  Section 1 of  Exhibit B to the  Original
Agreement is hereby amended to provide that all payments to be made by Virgin to
Interplay  pursuant  to Section 1 of Exhibit B shall be paid  within  fifty (50)
days after the end of the month in which the Products with respect to which such
payments relate are invoiced by Virgin to its customers.  If Virgin fails to pay
any amounts  due under this  Section 1 when due,  Interplay  may  withhold  such
amounts from  payments due under Section 2 of Exhibit B for the duration of such
non-payment by Virgin.

                  5.2      By Interplay.  Section 2 of Exhibit B to the Original
Agreement is hereby  amended to provide  that,  in lieu of Virgin  deducting the
amounts  provided  for in such  section  from the  amounts  payable by Virgin to
Interplay  under  Section 1 of Exhibit B,  Interplay  shall pay such  amounts to
Virgin within sixty (60) days after the date of the invoice for such obligation.
Notwithstanding the immediately preceding sentence to the contrary, if Virgin is
required  to pay any amount set forth in Section 2 of Exhibit B before the sixty
(60) day period referred to above,  Interplay shall pay Virgin such amount on or
before the day such invoice is payable by Virgin.  If Interplay fails to pay any
amounts  when due,  Virgin may  withhold  such  amounts  from the  payments  due
Interplay  under Section 1 of Exhibit B for the duration of such  non-payment by
Interplay.

         6.       CONSOLE PRODUCTS. Section 5(k)(C) of the Original Agreement is
hereby  amended to provide that,  with respect to Products on video game console
systems (e.g., PlayStation, N64, Dreamcast),  Interplay shall be responsible for
ordering  the Products  from the system  licensor and the payment of the cost of
goods and royalties to such system licensors. Interplay shall not have any right
to  utilize  Virgin's  line  of  credit  with  any of the  system  licensors  to
facilitate  ordering  Products  from such  system  licensors.  If  requested  by
Interplay,  Virgin  shall  have  the  right,  at its  option  (and  without  the
obligation to do so), to order  Products on video game console  systems from the
system  licensors  and pay any  amounts  to the  system  licensors  agreed to by
Interplay and Virgin,  and otherwise  arrange for the production and delivery of
such  Products  to  Virgin's  facilities.  If Virgin  orders  such  Products  at
Interplay's request,  Virgin shall have the right to set off against any amounts
due  Interplay  by  Virgin  the full  cost and  expense  incurred  by  Virgin in
connection with the order by Virgin of such console Products, including, without
limitation,  any cost of goods and royalties  paid to such system  licensors and
all shipping  costs,  taxes and other  amounts  incurred in the delivery of such
Products to Virgin.

         7.       MISCELLANEOUS.   Except  as   expressly   set  forth  in  this
Agreement, all of the terms of the Original Agreement shall remain in full force
and effect. This Agreement shall be governed by and construed in accordance with
the laws of the State of California  applicable to contracts  made in, and to be
performed within, said state.

         8.       CONDITION  TO  EFFECTIVENESS.   This  Agreement  shall  become
effective  upon,  and not before the  "Closing"  (as  defined in the  Settlement
Agreement.),  and if such  Closing does not occur on or prior to April 30, 2001,
this Agreement shall be void and of no effect ab initio*


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         IN WITNESS WHEREOF, this Agreement has been made and entered into as of
the day and year first set forth above.

                                       INTERPLAY ENTERTAINMENT CORP.,
                                       a Delaware corporation

                                       By:  /S/ BRIAN FARGO
                                            ---------------------------
                                            Brian Fargo
                                       Its: Chief Executive Officer







                                       VIRGIN INTERACTIVE ENTERTAINMENT LIMITED,
                                       a corporation formed under the laws of
                                       England and Wales

                                       By:
                                            ----------------------------
                                       Its: