EXHIBIT 10.47

                    MUTUAL RELEASES AND SETTLEMENT AGREEMENT

It is hereby agreed by and among the parties herein as follows:

1.0      PARTIES & EFFECTIVE DATE OF SETTLEMENT

         1.1      This  Settlement  Agreement  is entered into between and among
Plaintiff Warner Bros.  Entertainment  Inc.  ("Plaintiff),  on the one hand, and
Defendant Interplay Entertainment Corporation, ("Defendant"), on the other hand.
The above parties are sometimes referred to in this Settlement Agreement as "the
Parties." This Settlement Agreement is effective as of October 13,2003.

2.0      Background Facts

         This Settlement Agreement is made in light of the following facts:

         2.1      On or about  October  9,  2003,  Plaintiff  filed a  Complaint
captioned   WARNER  BROS.   ENTERTAINMENT   INC.  V.   INTERPLAY   ENTERTAINMENT
CORPORATION,  AND DOES 1 THROUGH  20,  INCLUSIVE,  Los Angeles  County  Superior
Court, case no. BC 303844.  Defendant has not filed an Answer. The case referred
to in this paragraph is referred to herein as the "Action."

         2.2      The  Action  arises  from  Defendant's  default  on a  certain
Amended and Restated  Secured  Convertible  Promissory  Note,  dated as of April
30,2002  ("Promissory  Note")  with an  original  principal  sum of Two  Million
Dollars ($2,000,000.00).  Said Promissory Note was secured by certain collateral
as defined in a certain  Security  Agreement,  dated as of April  30,2002,  (the
"Security Agreement")

3.0      Purpose of this Settlement Agreement

         3.1      This Settlement Agreement is entered into in good faith by the
Parties to settle all rights, duties,  claims,  accounts and liabilities between
and among them in relation to all claims  arising from or relating in any way to
any and all facts, issues,  claims,  causes of action and defenses raised by the
Action referenced in paragraph 2.1 above. The settlement evidenced


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by this Settlement Agreement is not to be deemed an admission of liability or an
admission of the merit or lack of merit of any claims released herein.

         3.2      In light of the  foregoing,  the Parties have agreed to settle
and  finally  resolve  the Action by payment to Warner  Bros.  of the  remaining
principle in the amount of $1,333,333.34  plus interest pursuant to the terms of
a Stipulated  Judgment as described below,  mutual releases,  and a dismissal of
the Action with prejudice.

4.0      Agreements and Undertakings

         4.1      EXECUTION OF STIPULATION FOR ENTRY OF JUDGMENT

                  4.1.1    Concurrently  with the  execution of this  Settlement
Agreement, the Parties herein shall execute a Stipulation for Entry of Judgment.
A true and correct  copy of this  Stipulation  for Entry of Judgment is attached
hereto as Exhibit "A" and incorporated  herein as though set forth in full. This
Stipulation will not be filed with the Court except in the event of a default by
Defendant as described below.

         4.2      PAYMENT BY DEFENDANT

                  In  light  of the  foregoing  and  in  consideration  for  the
contingent  agreement of Plaintiff to dismiss its  Complaint  against  Defendant
with prejudice as set forth in P. 4.4.1 below,  Defendant  agrees and stipulates
as follows:

                  4.2.1    Defendant  will  pay  to  Plaintiff  the  sum  of One
Million Three Hundred Thirty-Three Thousand,  Three Hundred Thirty-Three Dollars
and Thirty-Four cents ($1,333,333.34) plus interest as follows:

PAYMENT DUE DATE           PRINCIPLE            INTEREST              TOTAL
----------------           ---------            --------              -----

October 31,2003            $87,222.23          112,777.77          200,000.00

November 28,2003          $415,370.37            6,230.56          421,600.93


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                           198-75 SETTLEMENT AGREEMENT


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December 31,2003          $415,370.37            4,153.70          421,600.93

January 30, 2004          $415,370.37            2,076.85          419,524.07

                  4.2.1    All payments set forth above shall be made payable to
"Warner Bros.  Entertainment Inc." and mailed to Plaintiff at 4000 Warner Blvd.,
Burbank, California, 91522, Attn: General Counsel.

         4.3      DEFAULT BY DEFENDANT

                  4.3.1    If Defendant fails to make any of the payments within
five (5) days of the dates specified above, Defendant will be in default of this
Settlement  Agreement.  Plaintiff  may give  Defendant  written  notice  of such
default,  sent by  facsimile  and first  class mail to  Interplay  Entertainment
Corp.,  16815 Von Karman Avenue,  Irvine,  California,  92606,  Attn:  Corporate
Counsel.

                  4.3.2    If the payment has not been made within five (5) days
from the date of sending of such default notice, as set forth in P. 4.3.1 above,
Defendant will be in default under this Settlement Agreement,  and Plaintiff can
file the Stipulation for Entry of Judgment, in the form of Exhibit "A" hereto by
EX PARTE Application.  The Stipulated Judgment will be entered against Defendant
in  the  amount  of  $1,457,444.45,  less  any  payments  made  pursuant  to the
Settlement  Agreement.  Interest shall accrue on the Stipulated  Judgment at the
rate of 10% per  annum,  calculated  from the date the  Stipulated  Judgment  is
entered and until the date the Stipulated Judgment is paid in full.

                  4.3.3    Once the  Stipulated  Judgment is entered,  Plaintiff
may record the Stipulated  Judgment and proceed with any available  legal remedy
to collect the Stipulated Judgment including  enforcement of its right under the
Promissory Note and the Security Agreement dated as of April 30, 2002. Plaintiff
will be  entitled to recover all actual  attorneys'  fees and costs  incurred in
enforcing the Stipulated Judgment.

         4.4      DISMISSAL BY PLAINTIFF

                  4.4.1    Within  twenty  (20) days of the receipt of the final
payment specified above, Plaintiff agrees to file with the Clerk of the Superior
Court a request for dismissal with prejudice of the Complaint.

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                           198-75 SETTLEMENT AGREEMENT


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5.0      RELEASES

         5.1      Except as explicitly set forth in this  Settlement  Agreement,
and with the exception of any and all remedies authorized by law with respect to
this Settlement  Agreement,  Interplay  Entertainment Corp., and each and all of
its  successors  in  interest,   predecessors  in  interest,  parent  companies,
divisions,    affiliates,    subsidiaries,    partners,   officers,   directors,
shareholders,    employees,   heirs,   assigns,   beneficiaries,    agents   and
representatives, will, and hereby do, release, discharge and covenant not to sue
Warner Bros. Entertainment, Inc. and its successors in interest, predecessors in
interest,  parent  companies,  subsidiaries,  affiliates,  divisions,  officers,
directors, shareholders,  partners,  representatives,  insurers, heirs, assigns,
beneficiaries,  attorneys,  employees and agents, and each of them, from any and
all claims, losses, debts, charges,  damages,  demands,  obligations,  causes of
action,  lawsuits,  liabilities,  breaches  of duty,  misfeasance,  malfeasance,
promises,  controversies,  contracts,  judgments,  awards, penalties, costs, and
expenses,  of whatever  nature,  type, kind,  description or character,  whether
known or unknown,  which have ever  existed or which do exist,  arising  from or
relating in any way to any and all facts, issues,  claims,  causes of action and
defenses  raised by or in, or that could  have been  raised by or in, the Action
referenced in P. 2.1.

         5.2      Except as explicitly set forth in this  Settlement  Agreement,
and with the exception of any and all remedies authorized by law with respect to
this  Settlement  Agreement,  and contingent on compliance by Interplay with the
obligations set forth in paragraph 4.2 herein, Warner Bros.  Entertainment Inc.,
and each and all of its successors in interest, predecessors in interest, parent
companies, divisions, affiliates,  subsidiaries,  partners, officers, directors,
shareholders,    employees,   heirs,   assigns,   beneficiaries,    agents   and
representatives, will, and hereby do, release, discharge and covenant not to sue
Interplay  Entertainment  Corp. and its successors in interest,  predecessors in
interest,  parent  companies,  subsidiaries,  affiliates,  divisions,  officers,
directors, shareholders,  partners,  representatives,  insurers, heirs, assigns,
beneficiaries,  attorneys,  employees and agents, and each of them, from any and
all claims, losses, debts, charges,  damages,  demands,  obligations,  causes of
action,  lawsuits,  liabilities,  breaches  of duty,  misfeasance,  malfeasance,
promises, controversies, contracts, judgments, awards, penalties,


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                           198-75 SETTLEMENT AGREEMENT
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 costs, and expenses, of whatever nature, type, kind,  description or character,
 whether  known or unknown,  which have ever existed or which do exist,  arising
 from or relating  in any way to any and all facts,  issues,  claims,  causes of
 action and  defenses  raised by or in, or that could have been raised by or in,
 the Action referenced in P. 2.1.

6.0      Matters Not Released Herein

         6.1      Notwithstanding  anything else in this Settlement Agreement to
the  contrary,  the  Parties  hereto do not  release  any  matters  relating  to
adherence to and the enforcement of this Settlement  Agreement.  Nor does Warner
Bros,  release  any of its  rights  under the  Promissory  Note,  including  its
conversion  rights,  or its rights under the Security  Agreement,  both of which
remain in full force and effect until  Interplay has  satisfied its  obligations
under the Promissory Note in full.

7.0      Waiver of Rights Under Civil Code Section 1542

         7.1      The Parties  declare  that they  understand  the full  nature,
extent,  and import of  Section  1542 of the  California  Civil Code and of this
entire Settlement Agreement,  and have sought and obtained the advice of counsel
with respect to that statute and this Settlement  Agreement.  Accordingly,  with
respect to the released matters, the Parties hereby waive and relinquish any and
all rights or benefits  that they may have under the  provisions of Section 1542
of the California Civil Code, which reads as follows:

                  "A  general  release  does not  extend  to  claims  which  the
                  creditor does not know or suspect to exist in its favor at the
                  time of executing the release, which if known by him must have
                  materially affected his settlement with the debtor."

         7.2      In connection with this waiver and relinquishment, each of the
Parties  acknowledges  that it may later be  discovered  that there are facts in
addition  to or  different  from those that it now knows or  believes to be true
with respect to the subject  matter of this  Settlement  Agreement.  The Parties
also  recognize the  possibility  that,  in the future,  damages may be suffered
related  to the  subject  matter  of  this  Settlement  Agreement  that  are not
currently  known.  Fully  recognizing  these  possibilities,  it is the Parties'
intention to fully, finally, and forever settle

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                           198-75 SETTLEMENT AGREEMENT
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and  release all  disputes  and  differences,  known or  unknown,  suspected  or
unsuspected,  that now exist, may exist, or heretofore have existed with respect
to the released matters. In furtherance of this intention, the releases given in
this Settlement Agreement,  once effective,  shall be and shall remain in effect
as a full and complete general release of the released  matters  notwithstanding
the discovery or existence of such additional or different facts or damages. The
Parties agree that this Settlement Agreement shall not be subject to termination
or rescission by virtue of any difference in facts.

8.0      WARRANTIES OF AUTHORITY AND NONASSIGNMENT

         8.1      Each of the Parties to this Settlement Agreement warrants that
said Party has full authority to enter into this Settlement  Agreement,  to make
the  Releases  set forth in this  Settlement  Agreement,  and to enter  into the
undertakings and obligations set forth in this Settlement Agreement. The Parties
hereby warrant that they have not assigned their respective  claims to any other
party or person.

         8.2      Each  of the  Parties  to  this  Settlement  Agreement  hereby
warrants and represents that the person  executing this Settlement  Agreement on
its behalf is fully authorized to do so, and that the authorized  agents of each
Party have taken all steps  required by law or the Parties'  bylaws to grant the
signatory said authority.

9.0      FURTHER REPRESENTATIONS AND WARRANTIES

         9.1      In  entering  into  this  Settlement  Agreement,  the  Parties
represent and warrant that they have fully discussed and reviewed all aspects of
this Settlement Agreement with their counsel;  that they have carefully reviewed
and understand all of the provisions of this Settlement Agreement; and that they
are freely,  knowingly,  and voluntarily entering into this Settlement Agreement
without any form of duress.

10.0     PERFORMANCE OF AGREEMENT

         10.1     The  Parties  each  agree to do all the  things  necessary  or
convenient to carry out and effectuate the terms of this  Settlement  Agreement,
and agree not to do or fail to do anything,  directly or  indirectly,  that will
interfere with the terms and conditions thereof.



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                           198-75 SETTLEMENT AGREEMENT
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11.0     CONTINUING JURISDICTION

         11.1     The Parties agree and acknowledge that, pursuant to California
Code of Civil  Procedure  Section 664.6,  the Los Angeles County  Superior Court
shall  retain  continuing  jurisdiction  over this  action  for the  purpose  of
enforcing  any and all terms of this  Settlement  Agreement.  Any  breach of any
provision of this Settlement  Agreement shall be subject to appropriate  relief,
as determined by the Court, and any Party may institute an action with the Court
for enforcement of any provision of this Settlement Agreement. In the event that
any such action for enforcement of this Settlement  Agreement becomes necessary,
the  prevailing  Party shall be entitled to its reasonable  attorney's  fees and
costs.

12.0     SUCCESSORS IN INTEREST

         12.1     This  Settlement  Agreement,  including  the  Releases  herein
contained, shall be binding upon and inure to the benefit of each of the Parties
hereto and each of their successors in interest,  including heirs,  assigns, and
beneficiaries.

13.0     MUTUALLY DRAFTED SETTLEMENT AGREEMENT

         13.1     Each of the  Parties  hereto  has been  fully and  competently
represented by counsel of its own choosing in the  negotiations  and drafting of
this  Settlement  Agreement.  Accordingly,  the  Parties  agree that the rule of
construction of contracts  resolving any ambiguities  against the drafting Party
shall be inapplicable to this Settlement  Agreement.  Further, each Party hereto
acknowledges  that it has  read  this  entire  Settlement  Agreement  and  fully
understands its terms, conditions and effects.

14.0     CALIFORNIA LAW

         14.1     All  questions  with  respect  to  the  construction  of  this
Settlement  Agreement,  and the rights and  liabilities  of the Parties  hereto,
shall be governed by the laws of the State of California, and venue shall lie in
Los Angeles County.

15.0     ENTIRE AGREEMENT

         15.1     This Settlement Agreement contains the entire agreement of the
Parties  and may not be  modified  or amended  except by a further  document  in
writing and signed by the



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                           198-75 SETTLEMENT AGREEMENT
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Parties.  None of the Parties is relying  upon any  promise,  representation  or
statement not contained within this Settlement Agreement.

16.0     HEADINGS

         16.1     Section  Headings are for convenience only and are not part of
the Settlement Agreement.

17.0     COUNTERPARTS

         17.1     The  Parties  may  execute   this   Settlement   Agreement  in
counterparts,  each one of which will be an original or the equivalent  thereof.
Signatures  by facsimile are binding,  and the Parties will  exchange  duplicate
original signatures promptly after execution of this Agreement.

18.0     SEVERABILITY

         18.1     If any  provision  in this  Settlement  Agreement is held by a
Court  of  competent  jurisdiction  to be  invalid,  void or  unenforceable  for
whatever  reason,  the remaining  provisions not so declared shall  nevertheless
continue  in  full  force  and  effect  without  being  impaired  in any  manner
whatsoever.

19.0     GENDER AND NUMBER

         19.1     Wherever the context so requires,  the singular  shall include
the plural;  the plural shall include the singular;  the masculine  gender shall
include the feminine and neuter  genders;  the feminine gender shall include the
masculine and neuter genders;  and the neuter gender shall include the masculine
and feminine genders.


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                           198-75 SETTLEMENT AGREEMENT
<PAGE>


         IN WITNESS WHEREOF, the Parties hereto have agreed to and executed this
Settlement Agreement.


DATED: October 23, 2003                INTERPLAY ENTERTAINMENT CORP.,
                                       a Delaware corporation


                                       By:     /s/ Phil Adam
                                               -----------------------
                                       Name:   Phil Adam
                                       Its:    President


DATED: October 31, 2003                WARNER BROS. ENTERTAINMENT INC.,
                                       a Delaware Corporation


APPROVED AS TO FORM:                   By:     /s/ John A. Schulman
                                               -----------------------
DATED:  October 28, 2003               Name:   John A. Schulman
                                       Its:    Exec. VP & General Counsel



                                       CALDWELL, LESLIE, NEWCOMBE & PETTIT
                                       A Professional Corporation Christopher G.
                                       Caldwell Joan Mack


                                       By      /s/ Joan Mack
                                               -----------------------
                                               JOAN MACK
                                               Attorneys for WARNER BROS.
                                               ENTERTAINMENT, INC.

DATED:October 23, 2003



                                       By      /s/
                                               -----------------------
                                               Attorneys for INTERPLAY
                                               ENTERTAINMENT CORP.


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                           198-75 SETTLEMENT AGREEMENT
<PAGE>


1  CALDWELL, LESLIE, NEWCOMBE & PETTIT
   CHRISTOPHER G. CALDWELL, State Bar No. 106790
2  JOAN MACK, State Bar No. 180451
   A Professional Corporation
3  1000 Wilshire Blvd., Suite 600
   Los Angeles, California 90017
4  Telephone: (213) 629-9040
5  Facsimile: (213) 629-9022





6  Attorneys for Plaintiff WARNER BROS.
   ENTERTAINMENT INC.
7
8                     SUPERIOR COURT OF THE STATE OF CALIFORNIA
9                            FOR THE COUNTY OF LOS ANGELES
10
11 WARNER BROS. ENTERTAINMENT INC.,            Case No. BC 303844
12          Plaintiff,
        V.                                     STIPULATION FOR ENTRY OF JUDGMENT
13 INTERPLAY ENTERTAINMENT CORPORATION,
   a Delaware corporation, and
14 DOES 1-20,
15
16 Defendants.
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28                                EXHIBIT C
CALDWELL,
  LESLIE,
 NEWCOMBE
  &PETTIT
--------------------------------------------------------------------------------


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         IT  IS  HEREBY   STIPULATED  by  and  between  Plaintiff  Warner  Bros.
Entertainment  Inc.  ("Plaintiff"),  on the one hand,  and  Defendant  Interplay
Entertainment Corporation,  ("Defendant"),  on the other hand, that judgment may
be entered in the above-captioned action without further order or further notice
of hearing in favor of Plaintiff and against Defendant, as follows:

         1.       The Parties  hereto have  provided for payment by Defendant to
Plaintiff  per that certain  Settlement  Agreement  dated as of October 13, 2003
(the "Settlement Agreement"), as follows: Defendant will pay to Plaintiff(l) Two
Hundred Thousand  Dollars  ($200,000.00) on or before October 31, 2003; (2) Four
Hundred   Twenty-One   Thousand  Six  Hundred  Dollars  and  Ninety-Three  Cents
($421,600.93) on or before November 28,2003;  (3) Four Hundred Nineteen Thousand
Five  Hundred  Twenty-Four  Dollars and Seven Cents  ($419,524.07)  on or before
December  31,  2003;  and (4)  Four  Hundred  Seventeen  Thousand  Four  Hundred
Forty-Seven  Dollars and  Twenty-Two  Cents  ($417,447.22)  on or before January
30,2004.  Should a default  occur under the terms of the  Settlement  Agreement,
Plaintiff is entitled to recover against  Defendants a judgment in the amount of
One Million Four Hundred  Fifty-Eight  Thousand Five Hundred Seventy-Two Dollars
and Twenty-Two Cents ($ 1,458,572.22), as set forth in the Settlement Agreement,
less  credit  for any  amounts  paid  pursuant  to the  terms of the  Settlement
Agreement.  Simple  interest  at the rate of 10% per annum  shall  accrue on the
unpaid  principal  balance of the judgment  calculated  from the date the unpaid
amount became due.

         2.       Plaintiff and Defendant agree that the Stipulated  Judgment in
the form attached hereto as Exhibit "1" may be filed with the Court if Defendant
fails to comply with the payment terms of the Settlement Agreement.

         3.       The  Stipulated  Judgment  referred to herein shall be entered
and  become  final  for all  purposes  upon  entry of  judgment,  and  Defendant
expressly waives any right it may have to appeal therefrom.

         4.       Defendant  waives  notice of hearing re entry of judgment  and
agrees that  Stipulated  Judgment can be entered on an EX PARTE  application  of
Plaintiff  supported by a declaration setting forth the amount of the Stipulated
Judgment.


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                                                        STIPULATION FOR JUDGMENT
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         5.       In the  event  the  Stipulated  Judgment  is  entered  against
Defendant, Plaintiff is entitled to costs and actual attorneys' fees incurred in
obtaining  and enforcing the  Stipulated  Judgment  against the party or parties
against  whom  judgment is entered,  the amount of which may be  established  by
Plaintiff in the declaration submitted in support of any EX PARTE application to
enter judgment.  Such costs shall include,  but shall not necessarily be limited
to, all items  listed  under  Section  1033.5(a)  and Section  1033.5(b)  of the
California  Code of Civil  Procedure  in effect  on the date of this  Settlement
Agreement.

         6.       The  terms  and  conditions  of  this  Stipulation   shall  be
enforceable  under Code of Civil Procedure ss. 664.6, and the Los Angeles County
Superior  Court shall retain  continuing  jurisdiction  over this action for the
purpose  of  enforcing  any and all  terms  of the  Stipulation  and  Settlement
Agreement.



          IT IS SO STIPULATED.


 DATED: October 23,2003
                                               INTERPLAY ENTERTAINMENT CORP.




 DATED: October 31,2003
                                               WARNER BROS. ENTERTAINMENT INC




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APPROVED AS TO FORM:

DATED: October 23, 2003                By:     /s/
                                               ---------------------------
                                               Attorneys for INTERPLAY
                                               ENTERTAINMENT CORP.



DATED: October 28, 2003

                                       CALDWELL, LESLIE, NEWCOMBE & PETTIT
                                       A Professional Corporation CHRISTOPHER G.
                                       CALDWELL JOAN MACK


                                       By      /s/ Joan Mack
                                               ---------------------------
                                               Attorneys for WARNER BROS.
                                               ENTERTAINMENT INC.


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                                                        STIPULATION FOR JUDGMENT