EXHIBIT 10.46

           AMENDMENT NUMBER 4 OF INTERNATIONAL DISTRIBUTION AGREEMENT

         This Amendment  Number 4 of the  International  Distribution  Agreement
dated February 10, 1999 (this  "Amendment") is entered into as of August 6, 2003
but is retroactively  effective as of January 1st, 2002 (the "Effective  Date"),
by Interplay  Entertainment  Corp.,  a Delaware  corporation  ("INTERPLAY")  and
Avalon Interactive Group Limited, a corporation formed under the laws of England
and Wales ("AVALON"), with reference to the following facts:


                                    RECITALS

         A.       Avalon  Interactive  Group Ltd is the successor in interest to
Virgin  Interactive  Entertainment  ("Virgin").   For  the  purpose  of  reading
Agreements  and  associated  papers  these  two  names  are one and the same and
constitute one and the same company.

         B.       The  parties  entered  into  an   International   Distribution
Agreement dated February 10, 1999, subsequently amended on July 1, 1999, January
1, 2000, and April 9, 2001 (collectively,  the "Agreement"),  under which Avalon
obtained from  Interplay the right to distribute  Interplay  products in certain
territories.

         C.       The parties desire to amend the Agreement further.

                                    AGREEMENT

         NOW, THEREFORE,  in consideration of 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 agree as follows:


I.       Section  l(b)  of  the  Agreement  is  augmented   with  the  following
provision: Prior to entering into any of the following:

         Any sublicensing of any rights granted to Avalon under the Agreement

         Any deal not covered within the Distribution Agreement

Avalon shall seek approval from  Interplay in writing by using the form attached
hereto,  entitled "Contract  Authorization  Request".  Section I of the Contract
Authorization  Request  form shall be properly  filled out and sent to Interplay
for approval; if approved by Interplay, Avalon may enter into the deal, but must
resubmit the Contract  Authorization Request form with Section III completed for
Interplay's records.  Interplay shall not be obligated to provide Avalon, or the
third party to the deal,  any  relevant  materials  or  documents  necessary  to
execute the agreement  between Avalon and such third party until all elements of
the Contract Authorization Request form process are completed.

II.      Section  4(d) of the  Agreement is deleted in its entirety and replaced
with the following:

                  "(d) EXPENSE REIMBURSEMENTS. Interplay shall pay for
         the direct costs of manufacturing  the Products (which shall,
         for the  avoidance  of doubt,  include the costs of goods and
         any  expenses  generated  for the  creation of the  Products,
         including  but not  limited to, the  creation  of  packaging,
         manuals,   inserts,   labels,   translations,    and   agency
         commissions   (Agency   commission   solely  in  Austria  and
         Portugal)) or having the Products manufactured


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         and shipped to Avalon's  warehouse  under  Section 5. In each
         case,  such payment will be made in  accordance  with Section
         5(k)(C) of the  Agreement,  with respect to Products on video
         game  console  systems,  or  Section  2 of  Exhibit  B of the
         Agreement,  as amended,  with  respect to  personal  computer
         Products.  Interplay shall not have any obligation to pay any
         other  fee,  expense  or other  amount to Avalon or  Avalon's
         vendors  for the  services  to be  provided  by Avalon  under
         Section 5 or  otherwise,  except  as  expressly  provided  in
         Exhibit B."

III.     Section  4(f) of the  Agreement is deleted in its entirety and replaced
with the following: "Intentionally deleted."

IV.       Section 5(c) of the  Agreement is deleted in its entirety and replaced
with the following:

                  "(c) MARKETING.  Avalon shall provide  marketing and
         public  relations for the Products in the Territory on behalf
         of Interplay in accordance with the following:

                  (A)      MARKETING PLANS

                           (i)      INTERPLAY   TO  PROVIDE   EUROPEAN
                  RELEASE  SCHEDULE AND LIST OF MARKETING  ELEMENTS TO
                  AVALON  Interplay  shall  provide  to  Avalon a full
                  European  release  schedule  and  the  list  of main
                  marketing  Elements available to be mentioned in the
                  general  marketing  and  product  plans on an annual
                  basis. For the purpose of Marketing Plans "Elements"
                  shall  be  understood  to be,  but not  limited  to,
                  marketing  materials such as Box Art,  Screen Shots,
                  Texts, Graphic designs, Pictures,  Gameplay Outline,
                  Cheat  Codes,  etc...  Interplay  shall  deliver its
                  first full European release schedule and the list of
                  main marketing Elements available to be mentioned in
                  the general  marketing  and product  plans to Avalon
                  within  ten  (10)  business  days  from  the  actual
                  signing of this  Amendment  4,  irrespective  of the
                  Effective  Date of this  Amendment.  Updates  of the
                  European  release  schedule  are to be  provided  by
                  Interplay to Avalon on a bi-weekly basis.

                           (ii)     AVALON TO SUPPLY  MARKETING  PLANS
                  FOR  INTERPLAY'S  APPROVAL.  Avalon shall provide to
                  Interplay two types of marketing  plans: 1) a twelve
                  (12) month general  marketing plan for each calendar
                  year (January  through  December) during the term of
                  this  agreement (or with respect to the general plan
                  for 2003,  from the date this amendment is signed by
                  the  parties  through   December  2003);  and  2)  a
                  product-specific  marketing  plan for each  Product,
                  detailing   Avalon's  proposed  country  by  country
                  marketing efforts.  The general marketing plan shall
                  include,  without  limitation,  all projected sales,
                  promotional  activities   (including,   among  other
                  things,  advertising,  public relations, trade shows
                  and direct  mailings,  for all Products and detailed
                  by  countries  under this  Agreement.  Each  product
                  specific  marketing  plan shall include the specific
                  list of Elements,  expected  from  Interplay,  which
                  condition its proper  realization.  The first Avalon
                  general   marketing   plan  and   product   specific
                  marketing  plan  shall  be  provided  by  Avalon  to
                  Interplay  within thirty (30) days from  Interplay's
                  delivery of the  European  release  schedule and the
                  list  of main  marketing  Elements  available  to be
                  mentioned    in   the    general    marketing    and
                  product-specific    plans.    Each    general    and
                  product-specific


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                  marketing plan shall be updated on a quarterly basis
                  and the changes  submitted for  Interplay's  written
                  approval.

                           (iii)    In the  event  Interplay  does not
                  provide  to  Avalon  the said  schedule  and list of
                  Elements,  Avalon  shall no  longer  be bound by the
                  specific  content of the said  marketing and product
                  plans.  In the  event  Interplay  does not  provide,
                  within a  reasonable  time  frame  around the agreed
                  date,  to  Avalon  the  specific  Elements  that are
                  agreed  upon  in the  marketing  plan  submitted  by
                  Avalon and approved by Interplay,  then Avalon shall
                  not be bound  by the  specific  content  of the said
                  marketing and product plan.

                           (iv)     APPROVAL  PROCESS:  Each marketing
                  plan   identified   above  shall  be   submitted  to
                  Interplay for its review prior to implementation and
                  no marketing  plan may be  implemented  until Avalon
                  receives   Interplay's   prior   written   approval.
                  Interplay  must either approve or reject these plans
                  within  ten (10)  business  days of  receipt  of the
                  submitted  plans.  In the event  Interplay  fails to
                  either give its approval or reject a marketing  plan
                  within the ten business  day time period,  the plans
                  shall  be  deemed  approved.   In  the  event  of  a
                  rejection,  Interplay shall forthwith provide Avalon
                  with the grounds for such rejection.

                           (v)      Avalon  shall be  responsible  for
                  and  shall  provide  all   marketing,   advertising,
                  promotion  and public  relations for the Products in
                  the  Territory  in  accordance  with  the  Marketing
                  Plans.   All  costs  and   charges   of   marketing,
                  advertising   and   promotion   of   the   Products,
                  including, without limitation, third party costs and
                  charges   associated  with   implementation  of  the
                  Marketing Plans, shall be the responsibility of, and
                  paid for  directly  by,  Avalon  pursuant to Section
                  5(c)(B) below.

                  (B)      With  respect  to the  Products  under this
         Agreement, Avalon agrees to spend a minimum of eleven percent
         (11% )(for the period beginning on January 1, 2002 and ending
         on June 30, 2003, the minimum marketing  allowance is 10%) of
         the  projected  Net Sales (as defined below in Section III of
         this  Amendment),  which  shall be  determined  and  mutually
         agreed to in advance in  writing  by and  between  Avalon and
         Interplay,  on marketing,  advertising  and  public relations
         in the Territory (the "MINIMUM MARKETING  ALLOWANCE") subject
         to  adjustment  to actual  net sales at the end of a quarter.
         The Minimum  Marketing  Allowance to be allocated as follows:
         (i) three  percent  (3%) of the Minimum  Marketing  Allowance
         shall  be  applied  towards   internal   marketing  costs  in
         connection  with  the  personnel  engaged  in the  marketing,
         advertising  and public  relations a the  Products as well as
         other   internal   costs   ("INTERNAL    MINIMUM    MARKETING
         ALLOWANCE")(for  the period  beginning  January 1, 2002,  and
         ending  July  31,  2003,  the  Internal   Minimum   Marketing
         Allowance  shall be 2%); and (ii) the remaining eight percent
         (8%) of the  Minimum  Marketing  Allowance  shall be  applied
         towards all marketing, advertising and public relations costs
         incurred in favor of third  parties by or on behalf of Avalon
         in  the  Territory,  including,  without  limitation,  print,
         television,  radio  and other  advertising  and co-op and MDF
         funds ("External Minimum Marketing  Allowance").  The parties
         agree  that only  actual,  out of pocket  costs  incurred  by
         Avalon shall be applied toward meeting Avalon's


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         Minimum  Marketing  Allowance  obligation.  It  is  expressly
         understood  and  acknowledged  between  Interplay and Avalon,
         that  in the  event  Avalon  exceeds  its  Minimum  Marketing
         Allowance  obligations  at any time  during  the Term of this
         Agreement, Interplay shall not have any obligation to pay any
         fees,  expenses or reimburse  Avalon for such  excesses.  Any
         portion of the External Minimum Marketing Allowance not spent
         by  Avalon  during  any  quarter  during  the  Term  of  this
         Agreement   (hereinafter   defined  as  "UNEXPLOITED  MINIMUM
         MARKETING  ALLOWANCE") shall be added to the External Minimum
         Marketing  Allowance for the following quarter.  For purposes
         of the preceding  sentence,  expenditures  shall be deemed to
         have occurred at the time the marketing activity to which the
         expenditure is applied is invoiced, not when the cost thereof
         is  actually  paid.  In the  event  there is any  Unexploited
         Minimum  Marketing  Allowance  remaining  at the  end of each
         calendar year during the Term,  Avalon shall pay to Interplay
         within thirty (30) days after the end of such calendar  year,
         the total Unexploited  Minimum  Marketing  Allowance for such
         calendar year. Furthermore, upon termination or expiration of
         this Agreement,  Avalon shall pay to Interplay  within thirty
         (30) days of the termination or expiration of this Agreement,
         any and all  Unexploited  Minimum  Marketing  Allowance.  The
         Internal  Minimum  Marketing  Allowance  shall be reviewed by
         Interplay  and  Avalon at the end of each  twelve  (12) month
         period from the execution of this Amendment.  After review by
         Interplay  and  Avalon,  the parties  may  mutually  agree in
         writing to amend the Internal Minimum Marketing Allowance."

         Notwithstanding   anything   contained   herein   or  in  the
         Agreement,  the parties hereby mutually agree and acknowledge
         that although the  formalities  set forth  hereinabove  above
         under  paragraph  (A) with  respect to the general  marketing
         plan and product specific plan were not followed by Avalon or
         Interplay  prior to August 2003,  the parties  tacitly agreed
         upon all aspects in relation  to the said  general  marketing
         plan and product specific  marketing plan.  Accordingly,  for
         the sake of clarity,  the parties  hereby  agree that Minimum
         Marketing  Allowance  hereinabove  set forth  shall  apply to
         Avalon for the year 2002. Any Unexploited  Minimum  Marketing
         Allowance  shall be imputed to the year 2003.  Within 30 days
         of the execution of this  Amendment,  Avalon shall provide to
         Interplay, all marketing information and expenditures for the
         period  January 1, 2002 through  December 31, 2002,  that are
         necessary to calculate the amount of any, Unexploited Minimum
         Marketing Allowance for that period.

                  (C)      Within  ten (10) days after the end of each
         quarter during the Term,  Avalon shall provide Interplay with
         monthly reports detailing  expenses incurred for each Product
         under  the  Marketing   Plans,   together   with   supporting
         documentation  thereof,  and these are to be  reconciled on a
         quarterly basis."

V.       Section  5(d) of the  Agreement is deleted in its entirety and replaced
with the following:

                  "(d)   ADVERTISING  AND  PROMOTION.   On  behalf  of
         Interplay and at its direction, Avalon shall promote the sale
         of Products  throughout the Territory in accordance  with the
         applicable   Marketing  Plans  and   Interplay's   reasonable
         directions."


<PAGE>


VI.      Section  5(j) of the  Agreement is deleted in its entirety and replaced
with the following:

                  "(j) PUBLIC  RELATIONS.  Avalon shall provide public
         relations  for the  Products  in the  Territory  on behalf of
         Interplay  in  accordance  with the  Marketing  Plan.  Avalon
         agrees   to   maintain   and   manage  a   public   relations
         infrastructure throughout the Territory of a size and quality
         consistent with industry standards."

VII.     Section 6 of the Agreement as amended remains in full force and effect.

VIII.    Section 1 of Exhibit "B" of the  Agreement  is deleted in its  entirety
and replaced with the following:

         "1.  PAYMENT.  For the period  beginning  January 1, 2002 and
         ending  June  30,   2003,   Avalon  shall  pay  to  Interplay
         seventy-five  percent  (75%)  of the Net  Sales  (as  defined
         below) for Products Sold under this  Agreement.  Avalon shall
         retain the  remaining  twenty-five  percent  (25%) of the Net
         Sales ("AVALON  PROCEEDS").  For the period beginning July 1,
         2003 through the balance of the term of the agreement, Avalon
         shall pay to Interplay  seventy-four percent (74%) of the Net
         Sales  (as  defined  below)  for  Products  Sold  under  this
         Agreement  and Avalon shall retain the  remaining  twenty-six
         percent (26%) of the Net Sales ("AVALON PROCEEDS").  All such
         payments  shall be paid to  Interplay  on the 20th day of the
         second  month  immediately  following  the month in which the
         Products are shipped or invoiced by Avalon to its  customers,
         whichever is earlier.  (For example: if Product is shipped or
         invoiced in the month of January,  payment will be due on the
         20th of March). Avalon shall bear the risk of the bad debt of
         its customers.

                  "Net Sales" shall mean the gross  wholesale price of
         the   Products   invoiced   or   shipped  by  Avalon  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 Avalon's
         income  and tax  withholdings  to the  extent  creditable  by
         Avalon.

                  (ii)     Any      Interplay-authorized      markdown
         allowances and/or retroactive  discounts and rebates,  on the
         terms set forth in Section 5(f) of this Agreement.

                  (iii)    Amounts  for  returns,  such as  credits or
         defectives,  on the terms set forth in  Section  5(f) of this
         Agreement."

IX.      Notwithstanding  anything to the contrary in the  Agreement,  Interplay
shall no longer be responsible for and shall not provide marketing, advertising,
public relations and promotion of the Products. For purposes of clarity, any and
all costs of such marketing,  advertising, public relations and promotion of the
Products  (collectively,  "Marketing Costs") shall be paid by Avalon pursuant to
Section  5(c)(B) of the Agreement.  Avalon shall not deduct from its payments to
Interplay any of its past or current Marketing Costs.

X.       Section 2. to the  Amendment to  International  Distribution  Agreement
dated April 9th of 2001

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is deleted in its entirety.

XI.      MISCELLANEOUS.   The  Agreement  and  subsequent   written   Amendments
constitute the entire agreement between the parties on the subject matter hereof
and thereof,  and no  amendment  of the terms  herein or therein  shall be valid
unless made in a written  document  signed by the parties.  California law shall
govern the interpretation and enforcement of this Amendment without reference 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  and may be delivered by  facsimile,
each of which  shall be  deemed an  original,  but ALL of which  together  shall
constitute  one and the same  instrument.  This  Amendment  shall not be binding
until signed by both parties.

         Wherefore,  the parties  hereto have executed this  Amendment as of the
date first written


                                       "AVALON"

                                       AVALON INTERACTIVE GROUP LIMITED


                                       BY:
                                             ---------------------------

                                       ITS:

                                       Date:



                                       "INTERPLAY*

                                       Interplay Entertainment Corp


                                       BY:
                                             ---------------------------

                                       ITS:  CEO

                                       Date: April 14, 2003


<PAGE>


SECTION I

REQUEST FOR APPROVAL TO SUBLICENSE OR ENTER INTO AN AGREEMENT: The International
Distribution  Agreement dated February 10, 1999, as amended (the  "International
Distribution Agreement"),  by and between Interplay and Avalon, prohibits Avalon
from  entering  into any  kind of  agreement  such as  sublicensing  its  rights
thereunder without the consent of Interplay.  Avalon hereby requests Interplay's
consent to  consider  the  following  proposal  with  respect to the  product(s)
described  below in  accordance  with the terms  described  below and  otherwise
subject to the terms of the International Distribution Agreement.

DEAL INFORMATION:

         CONTRACTING PARTIES:

         THIRD PARTY CONTACT INFORMATION:

         TERM:

         TERRITORY:

         EXCLUSIVITY:

         PRODUCES) AND PLATFORMS):

         CASH INFLOWS AND TIMING:

         i.       Advances/Guarantees:

         ii.      Royalties:

         CASH OUTFLOWS:

         DETAILED     SUMMARY     OF     PROPOSED     CONTRACT     AND     PARTY
         RIGHTS/RESPONSIBILITIES:  DOCUMENTS AND MATERIALS NEEDED FROM INTERPLAY
         DURING  EXECUTION OF THE  PROPOSED  CONTRACT:  TERMINATION  PROVISIONS:
         ASSIGNMENT/TRANSFER PROVISIONS: LAW VENUE:


         SUBMITTED BY:          _________ of Avalon        Date:



SECTION II

INTERPLAY AUTHORIZATION:  With the signatures below, Interplay authorizes Avalon
to enter into the above described contract  negotiation and agreement,  provided
that: (i) such agreement  expressly  provides that in the event Avalon loses its
rights  to the  Product(s)  for  any  reason,  such  agreement  shall  terminate
immediately  upon the  loss of such  rights;  (ii)  Avalon  shall  be  expressly
prohibited  from  cross-collateralizing  and/or  offsetting any amounts due with
respect to this  agreement  as against  any  amounts  due  pursuant to any other
agreements  between  Interplay,  on the one hand, and Avalon, on the other hand,
including without  limitation the International  Distribution  Agreement;  (iii)
notwithstanding   the  terms  of  the  International   Distribution   Agreement,
Interplay's  royalties  with  respect  to the  Product(s)  shall be as  follows:
__________________________;  and (iv)  Interplay  shall have the right to review
and approve (which approval Interplay shall not unreasonably  withhold or delay)
the final form of such agreement prior to execution.

Interplay Management