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                                                                    EXHIBIT 10.1

                                 TENTH AMENDMENT

                THIS NINTH AMENDMENT (this "Amendment") is made and entered into
as of December 31, 2001 (the "Effective Date"), by and among Infogrames, Inc., a
Delaware corporation (the "Borrower"), and Infogrames Entertainment S.A., a
French corporation (the "Lender").

                              STATEMENT OF PURPOSE

                WHEREAS, the Borrower is a party to the Credit Agreement dated
as of September 11, 1998 (as heretofore amended, restated, supplemented or
otherwise modified, the "Credit Agreement"), by and between the Borrower and the
Lender, as administrative agent (the "Administrative Agent") and as sole lender.
Capitalized terms used herein and not otherwise defined shall have their
respective meanings set forth in the Credit Agreement.

                WHEREAS, the Borrower has requested that the Lender agree to
amend certain provisions of the Credit Agreement as set forth more fully below
and subject to the terms and conditions hereof, the Lender is willing to agree
to such requested amendments.

                NOW, THEREFORE, for good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the parties hereto agree as
follows:

                SECTION 1.      AMENDMENTS.

                1.1.    Amendment to Section 2.6 (Termination of Credit
Facility). Section 2.6 of the Credit Agreement is hereby amended by deleting the
reference to "December 31, 2001" contained in said Section and by substituting
therefore a reference to "March 31, 2002."

                SECTION 2.      WAIVERS.

                2.1.    Waiver of Article VII (Financial Information and
Notices). Effective as of the Effective Date, the Lender and the Administrative
Agent hereby waive any Default or Event of Default that may arise by reason of
the failure of the Borrower to comply with Sections 7.1(d), 7.1(e), 7.1(f) and
7.2(b) for the period from the Effective Date until March 31, 2002.

                2.2.    Waiver of Section 9.1 (EBITDA). Effective as of the
Effective Date, the Lender hereby waives any Default or Event of Default that
may arise by reason of the failure of the Borrower to comply with Section 9.1 of
the Credit Agreement for the period through March 31, 2002.

                2.3.    Waiver of Section 9.2 (Capital Expenditure). Effective
as of the Effective Date, the Lender hereby waives any Default or Event of
Default that may arise by reason of the failure of the Borrower to comply with
Section 9.2 of the Credit Agreement for the period through March 31, 2002.

                2.4.    Waiver of Section 10.9 (Certain Accounting Changes).
Effective as of the Effective Date, the Lender hereby waives any Default or
Event of Default that may arise by reason of the failure of the Borrower to
comply with Section 10.9 of the Credit Agreement for the period through March
31, 2002.

                SECTION 3.      MISCELLANEOUS.

                3.1.    Representations and Warranties; No Default. (a) After
giving effect to this Amendment, the Borrower hereby represents and warrants
that (i) all representations and warranties


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contained in the Credit Agreement and the other Loan Documents are true and
correct on and as of the Effective Date (unless stated to relate to a specific
earlier date, in which case, such representations and warranties shall be true
and correct as of such earlier date) and (ii) no Default of Event of Default
shall have occurred and be continuing or would result from the execution and
delivery of this Amendment.

                (b)     The Borrower hereby further represents and warrants that
it is truly and justly indebted to the Administrative Agent and the Lender in
respect of the Obligations, without defense, counterclaim or offset of any kind.

                3.2.    Additional Borrowings. From time to time after the date
hereof, the Borrower and the Lender may agree to increase the Aggregate
Commitment, subject to such additional conditions and terms as are mutually
acceptable, provided that (i) nothing contained in this Amendment shall require
the Lender to increase the Aggregate Commitment and (ii) the conditions and
terms of any such increase to the Aggregate Commitment and any additional loans
associated with such increase (the "Additional Loans") shall be unique to such
increase and such Additional Loans and any Loans outstanding prior to such
increase (as well as the Aggregate Commitment in effect immediately prior to
such increase) shall be unaffected by such increase of the Aggregate Commitment
or the issuance of Additional Loans.

                3.3.    Continuing Effect; No Other Amendments or Waivers.
Except as expressly amended pursuant to this Amendment, the Credit Agreement is
and shall continue to be in full force and effect in accordance with its terms,
and this Amendment shall not constitute the Lender's consent or indicate their
willingness to consent to any other amendment, modification or waiver of the
Credit Agreement or the other Loan Documents, including, without limitation, any
amendment, modification or waiver of any Section amended or waived pursuant to
this Amendment for any other date or time period or in connection with any other
transaction.

                3.4.    Integration. This Amendment represents the agreement of
the Borrower, the Administrative Agent and the Lender with respect to the
subject matter hereof, and there are no promises, undertaking, representations
or warranties by the Borrower, the Administrative Agent and the Lender relative
to the subject matter hereof not expressly set forth or referred to herein, or
in the Credit Agreement, as amended through the date hereof.

                3.5.    Counterparts. This Amendment may be executed by the
parties hereto on one or more counterparts, and all of such counterparts shall
be deemed to constitute one and the same instrument. This Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.

                3.6.    Governing Law. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO THE PRINCIPLES REGARDING CONFLICT LAW.


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                IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their representative duly authorized
officers as of the date first above written.


                                        INFOGRAMES, INC.



                                        By:
                                           -------------------------------------
                                           Name:  David J. Fremed
                                           Title: Chief Financial Officer




                                        INFOGRAMES ENTERTAINMENT S.A.,
                                        as Administrative Agent and Lender



                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


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