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                                                                    EXHIBIT 10.3


                                [THQ LETTERHEAD]


February 20, 2001



Union Bank of California, N.A.,
as Agent and a Lender
445 South Figueroa Street
Los Angeles, California 90071
Attention:  Ann Forbes

BNP Paribas
180 Montgomery Street
San Francisco, California 94104
Attention:  Inga Buschbaum

Pacific Century Bank, N.A.
16030 Ventura Boulevard
Encino, California 91436
Attention:  Jill Schuberth


Re:     Second Amendment to Revolving Credit Agreement


Ladies and Gentlemen:

        We refer to the Revolving Credit Agreement dated as of August 31, 2000,
as amended by the First Amendment to Revolving Credit Agreement dated October
23, 2000 (said Agreement, as so amended, herein called the "Credit Agreement"),
among THQ Inc. (the "Borrower"), each of Union Bank of California, N.A., BNP
Paribas and Pacific Century Bank, N.A. (the "Lenders") and Union Bank of
California, N.A., as administrative agent (in such capacity, the "Agent") for
the Lenders, as syndication agent and as arranger. Terms defined in the Credit
Agreement and not otherwise defined herein have the same respective meanings
when used herein, and the rules of interpretation set forth in Sections 1.2 and
1.3 of the Credit Agreement are incorporated by reference herein.

        1. Effective as of the date of this letter amendment but subject to the
terms and conditions hereof, the Borrower and the Lenders hereby agree that
Section 6.2(i) of the Credit Agreement is amended in full to read as follows:

                "(i) Capital Expenditures. The Borrower will not make, or permit
        any Subsidiary to make, any expenditure for fixed or capital assets that
        would cause the aggregate of all such expenditures by the Borrower and
        its Subsidiaries to exceed $8,500,000 for the 2000 fiscal year,
        $7,500,000 for the 2001 fiscal year or $2,500,000 for any fiscal year
        thereafter."



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        2. The Borrower hereby represents and warrants for the benefit of the
Lenders and the Agent that (a) the representations and warranties contained in
the Credit Documents are correct in all material respects on and as of the date
of this letter amendment, before and after giving effect to the same, as if made
on and as of such date, and (b) except as addressed in this letter amendment, no
event has occurred and is continuing, or would result from the effectiveness of
this letter amendment, that constitutes a Default.

        3. This letter amendment shall become effective when the Agent has
received all of the following, in form and substance satisfactory to the Agent
and, in the case of documentation, in the number of originals requested thereby:
(a) this letter amendment, duly executed by the Borrower and the Lenders; (b) a
consent to this letter amendment, duly executed by THQ/Jakks; (c) a fee of
$10,000, to be allocated evenly between BNP Paribas and Pacific Century Bank,
N.A., and (d) such other approvals, opinions, evidence and documents as any
Lender may reasonably request.

        4. On and after the effective date of this letter amendment, each
reference in the Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import referring to the Credit Agreement, and each
reference in the other Credit Documents to "the Credit Agreement," "thereunder,"
"thereof," "therein" or words of like import referring to the Credit Agreement,
shall mean and be a reference to the Credit Agreement as amended by this letter
amendment. The Credit Agreement, as amended by this letter amendment, is and
shall continue to be in full force and effect and is hereby ratified and
confirmed in all respects. The execution, delivery and effectiveness of this
letter amendment shall not operate as a waiver of any right, power or remedy of
the Agent or any Lender under any of the Credit Documents or constitute a waiver
of any provision of any of the Credit Documents, except to the extent that the
amendment set forth in paragraph 1 may constitute a partial waiver of the
covenant referred to therein.

        5. This letter amendment may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.

        6. THIS LETTER AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT
REFERENCE TO THE CHOICE-OF-LAW PRINCIPLES THEREOF.

Very truly yours,

THQ INC.


By:
   ---------------------------------

Fred Gysi
Senior Vice President,
Finance & Administration
& Chief Financial Officer


Agreed as of the date first written above:



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UNION BANK OF CALIFORNIA, N.A.,
as Agent and Lender


By:
   ---------------------------------

Ann Forbes
Vice President


BNP PARIBAS

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


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


PACIFIC CENTURY BANK, N.A.

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