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                                                                  EXHIBIT 10.28r

                                TWELFTH AMENDMENT

         THIS TWELFTH AMENDMENT (this "Amendment") is made and entered into as
of June 30, 2002 (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. AMENDMENT.

         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 "June
30, 2002" contained in said Section and by substituting therefore a reference to
"September 30, 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 September 30, 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 September 30, 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 September 30, 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 September 30, 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: /s/ David Fremed
                                        --------------------
                                        Name:  David Fremed
                                        Title: Senior Vice President and
                                               Chief Financial Officer


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

                                    By: /s/ Bruno Bonnell
                                        --------------------
                                        Name:  Bruno Bonnell
                                        Title: Chairman and Chief Executive
                                               Officer

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