EXHIBIT 10.02

                                                                       ISO/NQSO-
                                     FORM OF

                          INTERPLAY ENTERTAINMENT CORP.

                             STOCK OPTION AGREEMENT

         TYPE OF OPTION (CHECK ONE): /_/ INCENTIVE   /_/ NONQUALIFIED

         This Stock Option  Agreement  (the  "Agreement")  is entered into as of
__________, by and between Interplay Entertainment Corp., a Delaware corporation
(the "Company") and __________ (the "Optionee")  pursuant to the Company's Third
Amended and Restated 1997 Stock Incentive Plan (the "Plan").

         1.       GRANT OF OPTION.  The  Company  hereby  grants to  Optionee an
option  (the   "Option")   to  purchase  all  or  any  portion  of  a  total  of
____________shares  of the  Common  Stock of the  Company  (the  "Shares")  at a
purchase price of $________Dollars per share (the "Exercise Price"),  subject to
the terms and conditions set forth herein and the provisions of the Plan. If the
box marked "Incentive" above is checked, then this Option is intended to qualify
as an "incentive stock option" as defined in Section 422 of the Internal Revenue
Code of l986, as amended (the "Code").  If this Option fails in whole or in part
to qualify as an incentive stock option, or if the box marked  "Nonqualified" is
checked,  then this Option shall to that extent constitute a nonqualified  stock
option.

         2.       VESTING  OF  OPTION.  Subject to the terms of Section 8 below,
the right to exercise this Option shall vest in installments, in the amounts and
on the dates set forth below,  provided that Optionee remains in the "Continuous
Service"  (as  defined  in  Section  3 below) of the  Company  as of the date of
vesting:

[vesting schedule insert]

         The "Vesting Start Date" shall be the date of this agreement. No Shares
shall vest after the date of termination of Optionee's  Continuous Service,  but
this Option shall continue to be exercisable in accordance with Section 3 hereof
with  respect  to that  number  of  shares  that  have  vested as of the date of
termination of Optionee's Continuous Service.

         3.       TERM OF OPTION. Optionee's right to exercise this Option shall
terminate upon the first to occur of the following:

                  (a)      the  expiration  of ten (10)  years  from the date of
this Agreement;

                  (b)      the  expiration  of three (3) months from the date of
termination of Optionee's  Continuous Service if such termination occurs for any
reason other than  Disability (as defined in Section 2.9 of the Plan),  death or
Cause (as  defined  in  Section  2.4 of the Plan);


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provided,  however,  that if Optionee  dies during such  three-month  period the
provisions of Section 3(e) below shall apply;

                  (c)      as of the  commencement  of  business  on the date of
termination  of Optionee's  Continuous  Service if such  termination  occurs for
Cause (as defined in Section 2.4 of the Plan);

                  (d)      the  expiration  of one (1)  year  from  the  date of
termination of Optionee's  Continuous  Service if such termination is due to the
Disability (as defined in Section 2.9 of the Plan) of the Optionee;

                  (e)      the  expiration  of one (1)  year  from  the  date of
termination  of  Optionee's  Continuous  Service if such  termination  is due to
Optionee's  death or if death occurs  during the  three-month  period  following
termination of Optionee's  Continuous Service pursuant to Section 3(b) above, as
the case may be; or

                  (f)      upon the  consummation  of a "Change in Control"  (as
defined in Section  2.5 of the Plan),  unless  otherwise  provided  pursuant  to
Section 8 below.

         As used herein,  the term "Continuous  Service" means (i) employment by
either the Company or any parent or subsidiary corporation of the Company, or by
a corporation  or a parent or subsidiary of a corporation  issuing or assuming a
stock option in a transaction to which Section 424(a) of the Code applies, which
is  uninterrupted  except for  vacations,  illness  (except for  Disability,  as
defined in Section 2.9 of the Plan),  or leaves of absence which are approved in
writing  by  the  Company  or  any  of  such  other  employer  corporations,  if
applicable,  (ii)  service as a member of the Board of  Directors of the Company
until Optionee  resigns,  is removed from office,  or Optionee's  term of office
expires and he or she is not reelected,  or (iii) so long as Optionee is engaged
as a consultant or service provider to the Company or other corporation referred
to in clause (i) above.

         4.       EXERCISE OF OPTION.  On or after the vesting of any portion of
this Option in accordance with Sections 2 or 8 hereof, as applicable,  and until
termination  of the right to exercise this Option in  accordance  with Section 3
above,  the portion of this Option which has vested may be exercised in whole or
in part by the Optionee (or Permitted Transferee,  if applicable,  or, after his
or her death, by the person  designated in Section 5 below) upon delivery of the
following to the Company at its principal executive offices:

                  (a)      a written  notice of exercise which  identifies  this
Agreement  and  states  the  number  of  Shares  then  being  purchased  (but no
fractional Shares may be purchased);

                  (b)      a check or cash in the amount of the  Exercise  Price
(or payment of the Exercise Price in such other form of lawful  consideration as
the  Administrator may approve from time to time under the provisions of Section
5.3 of the Plan);

                  (c)      a check or cash in the amount reasonably requested by
the Company to satisfy the  Company's  withholding  obligations  under  federal,
state or other  applicable tax laws


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with  respect to the  taxable  income,  if any,  recognized  by the  Optionee in
connection  with the  exercise of this Option  (unless the Company and  Optionee
shall have made other arrangements for deductions or withholding from Optionee's
wages, bonus or other compensation payable to Optionee, or by the withholding of
Shares  issuable upon exercise of this Option or the delivery of Shares owned by
the  Optionee  in  accordance  with  Section  10.1 of the  Plan,  provided  such
arrangements satisfy the requirements of applicable tax laws); and

                  (d)      a letter,  if requested by the Company,  in such form
and substance as the Company may require, setting forth the investment intent of
the Optionee, or person designated in Section 5 below, as the case may be.

         5.       DEATH OF OPTIONEE;  NO ASSIGNMENT.  The rights of the Optionee
under this Agreement may not be assigned or transferred except by will or by the
laws of descent and  distribution,  and may be exercised  during the lifetime of
the  Optionee  only by such  Optionee.  Any  attempt  to sell,  pledge,  assign,
hypothecate,  transfer  or  dispose  of this  Option  in  contravention  of this
Agreement or the Plan shall be void and shall have no effect.  If the Optionee's
Continuous  Service  terminates  as a result of his or her death,  and  provided
Optionee's rights hereunder shall have vested pursuant to Section 2 or Section 8
hereof, as applicable,  Optionee's legal representative,  his or her legatee, or
the person who acquired the right to exercise this Option by reason of the death
of the Optionee  (individually,  a "Successor")  shall succeed to the Optionee's
rights and obligations  under this  Agreement.  After the death of the Optionee,
only a Successor  may exercise this Option.  Notwithstanding  any portion of the
foregoing to the contrary, the Administrator, in its sole discretion, may permit
the transfer of a Nonqualified Option as follows: (i) by gift to a member of the
Participant's  immediate  family or (ii) by  transfer by  instrument  to a trust
providing  that the  Option is to be passed to  beneficiaries  upon death of the
trustor  (either or both (i) or (ii)  referred to as a "Permitted  Transferee").
For  purposes of this  Section,  "immediate  family"  shall mean the  Optionee's
spouse  (including  a former  spouse  subject to terms of a  domestic  relations
order);  child,  stepchild,   grandchild,   child-in-law;   parent,  stepparent,
grandparent,  parent-in-law;  sibling  and  sibling-in-law,  and  shall  include
adoptive  relationships.  A Permitted Transferee may not further assign, sell or
transfer the transferred  Option,  in whole or in part, other than by will or by
operation  of the laws of descent  and  distribution.  In  addition a  Permitted
Transferee  shall  agree  in  writing  to be  bound  by the  provisions  of this
Agreement and the Plan.

         6.       REPRESENTATIONS AND WARRANTIES OF OPTIONEE.

                  (a)      Optionee  hereby  represents  and warrants  that this
Option and,  when  applicable,  the Shares  being  acquired by Optionee  are for
Optionee's  personal  account,  not  as a  nominee  or an  agent,  and  are  for
investment  purposes  only,  and not with a  present  intention  of  selling  or
otherwise  disposing of the Option or the Shares or with a view to or for resale
in connection  with,  any  distribution  or public  offering  thereof within the
meaning of the Securities Act of 1933, as amended (the "Securities Act").

                  (b)      Optionee  agrees that the  Company  may issue  Shares
upon the  exercise  of the Option  without  registering  such  Shares  under the
Securities  Act,  on the basis of  certain  exemptions  from  such  registration
requirement. Accordingly, Optionee agrees that his or her


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exercise of the Option may be expressly  conditioned upon his or her delivery to
the Company of an investment  certificate  including  such  representations  and
undertakings  as the  Company  may  reasonably  require  in order to assure  the
availability of such exemptions.

                  (c)      Optionee   further   agrees  that  the   certificates
evidencing the Shares may bear a legend indicating such  non-registration  under
the  Securities  Act  and  the  resulting  restrictions  on  transfer.  Optionee
acknowledges  that,  because Shares received upon exercise of this Option may be
unregistered,  Optionee may be required to hold the Shares  indefinitely  unless
they are  subsequently  registered  for resale  under the  Securities  Act or an
exemption from such registration is available.

                  (d)      Optionee   further   represents   and  warrants  that
Optionee is either an  accredited  investor  within the meaning of  Regulation D
under the  Securities  Act, or by reason of  Optionee's  business  or  financial
experience, or the business or financial experience of its professional advisor,
Optionee has the capacity to protect Optionee's own interests in connection with
this transaction.

                  (e)      Optionee   further   represents   and  warrants  that
Optionee has been  furnished  with such  materials  and has been given access to
such  information  relating to the Company as Optionee or  Optionee's  qualified
representative  has requested and Optionee has been afforded the  opportunity to
ask questions regarding the Company,  the Option and the Shares, all as Optionee
has found necessary to make an informed investment decision.

                  (f)      Optionee  acknowledges  receipt of a copy of the Plan
and understands  that all rights and obligations  connected with this Option are
set forth in this Agreement and in the Plan.

         7.       ADJUSTMENTS  UPON CHANGES IN CAPITAL  STRUCTURE.  In the event
that the  outstanding  shares  of  Common  Stock of the  Company  are  hereafter
increased or decreased  or changed into or exchanged  for a different  number or
kind  of  shares  or  other   securities   of  the   Company   by  reason  of  a
recapitalization,  stock  split,  reverse  stock split,  combination  of shares,
reclassification, stock dividend or other change in the capital structure of the
Company,  then appropriate  adjustment shall be made by the Administrator to the
number of Shares  subject to the  unexercised  portion of this Option and to the
Exercise Price per share, in order to preserve, as nearly as practical,  but not
to increase,  the benefits of the Optionee under this Option, in accordance with
the provisions of Section 4.2 of the Plan.

         8.       CHANGE IN CONTROL.  In the event of a Change in Control of the
Company (as defined in Section 2.5 of the Plan),  the Plan and the Option  shall
terminate, unless the Administrator,  to the extent permitted by applicable law,
but otherwise in its sole discretion  provides for: (i) the  continuation of the
Option (if the Company is the  surviving  entity);  (ii) the  assumption  of the
Option  and  the  Plan  by  the  surviving  entity  or  its  parent;  (iii)  the
substitution by the surviving  entity or its parent of the Option with an option
containing  substantially  the same terms;  (iv) the  cancellation of the Option
without  payment of any  consideration,  provided  that if such Option  would be
canceled in accordance with the foregoing, the Administrator shall cause written
notice of the proposed  transaction to be given to the Optionee not less than 15
days


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prior to the  anticipated  effective date of the proposed  transaction and on or
before the effective date of the proposed  transaction,  Optionee shall have the
right to exercise the vested portion of the Option;  or (v) the  acceleration of
vesting or the  adjustment  of other terms of the Option,  provided  that if the
Option  would be  accelerated  or  otherwise  adjusted  in  accordance  with the
foregoing,  the  Administrator  shall  cause  written  notice  of  the  proposed
transaction  to be given to the  Optionee  not  less  than 15 days  prior to the
anticipated  effective  date of the  proposed  transaction  and on or before the
effective  date of the proposed  transaction,  Optionee  shall have the right to
exercise the Option as accelerated or otherwise adjusted.

         9.       NO EMPLOYMENT  CONTRACT CREATED.  Neither the granting of this
Option nor the  exercise  hereof  shall be construed as granting to the Optionee
any right with respect to continuance of employment by the Company or any of its
subsidiaries.  The right of the Company or any of its  subsidiaries to terminate
at will the Optionee's  employment at any time (whether by dismissal,  discharge
or otherwise), with or without cause, is specifically reserved.

         10.      RIGHTS AS  STOCKHOLDER.  The Optionee (or  transferee  of this
option  by will or by the laws of  descent  and  distribution  or any  Permitted
Transferee)  shall have no rights as a  stockholder  with  respect to any Shares
covered by this Option until the date of the issuance of a stock  certificate or
certificates to him or her for such Shares, notwithstanding the exercise of this
Option.

         11.      "MARKET  STAND-OFF"   AGREEMENT.   Optionee  agrees  that,  if
requested by the Company or the  managing  underwriter  of any  proposed  public
offering of the  Company's  securities,  Optionee  (or a Successor  or Permitted
Transferee as applicable) will not sell or otherwise  transfer or dispose of any
Shares held by Optionee (or a Successor or Permitted  Transferee as  applicable)
without the prior  written  consent of the Company or such  underwriter,  as the
case may be,  during such period of time,  not to exceed 180 days  following the
effective date of the  registration  statement filed by the Company with respect
to such offering, as the Company or the underwriter may specify.

         12.      INTERPRETATION.  This Option is granted  pursuant to the terms
of the Plan, and shall in all respects be  interpreted in accordance  therewith.
The Administrator shall interpret and construe this Option and the Plan, and any
action,  decision,  interpretation  or  determination  made in good faith by the
Administrator  shall be final and binding on the Company  and the  Optionee.  As
used in this Agreement, the term "Administrator" shall refer to the committee of
the Board of Directors of the Company  appointed to administer  the Plan, and if
no such  committee has been  appointed,  the term  Administrator  shall mean the
Board of Directors.

         13.      NOTICES.  Any notice,  demand or request required or permitted
to be given under this  Agreement  shall be in writing and shall be deemed given
when delivered  personally or three (3) days after being deposited in the United
States  mail,  as certified  or  registered  mail,  with  postage  prepaid,  and
addressed, if to the Company, at its principal place of business, Attention: the
Chief  Financial  Officer,  and if to the  Optionee,  at his or her most  recent
address as shown in the employment or stock records of the Company.


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         14.      ANNUAL  AND OTHER  PERIODIC  REPORTS.  During the term of this
Agreement,  the Company will furnish or make available to the Optionee copies of
all annual and other  periodic  financial  and  informational  reports  that the
Company distributes generally to its stockholders.

         15.      GOVERNING LAW. The validity, construction, interpretation, and
effect of this Option shall be governed by and determined in accordance with the
laws of the State of California.

         16.      SEVERABILITY.   Should  any   provision  or  portion  of  this
Agreement be held to be unenforceable  or invalid for any reason,  the remaining
provisions and portions of this Agreement shall be unaffected by such holding.

         17.      COUNTERPARTS.  This  Agreement  may be executed in two or more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall be deemed one instrument.



                      [SIGNATURE PAGE IMMEDIATELY FOLLOWS]


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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

INTERPLAY ENTERTAINMENT CORP.                "OPTIONEE"



By:
   --------------------------------          -----------------------------------
   [name]                                    Name
   Chief Executive Officer