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                                                                  Exhibit 10.24a


                       AMENDMENT TO DISTRIBUTION AGREEMENT

      THIS AMENDMENT ("Amendment") to the Distribution Agreement is made as of
July 1, 2000, by and among Infogrames Multimedia SA and Infogrames Entertainment
SA (collectively, "Infogrames") and Infogrames, Inc. (formerly GT Interactive
Software Corp.; "GTIS").

                               W I T N E S S E T H

      WHEREAS, Infogrames and GTIS entered into a Distribution Agreement, dated
as of December 16, 1999 (the "Distribution Agreement"), whereby GTIS licensed to
Infogrames the right to distribute, publish and market certain Products owned or
controlled by GTIS;

      WHEREAS, pursuant to Section 28 of the Distribution Agreement, the parties
may amend provisions of the Distribution Agreement upon the written consent of
the parties;

      WHEREAS, Infogrames and GTIS wishes to amend the Distribution Agreement to
include Australia in the definition of Territory.

      NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties, intending to be legally bound, agree as follows:

      1. DEFINED TERMS. Except as set forth herein, capitalized terms contained
in this Amendment shall have the respective meanings ascribed to such terms in
the Distribution Agreement.

      2. AMENDMENT OF THE DISTRIBUTION AGREEMENT. The Distribution Agreement is
hereby amended by deleting Section 1(i) in its entirety and replacing it with
the following:

      (i) "Territory" means the continent of Australia and all countries
currently comprising Europe, including without limitation all countries included
in the European Union.

      3. CONTINUING EFFECT; NO OTHER AMENDMENTS. Except as expressly amended
hereby, all of the terms and provisions of the Distribution Agreement are and
shall remain in full force and effect.
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      4. GOVERNING LAW. This Amendment and the rights and obligations of the
parties hereunder shall be governed by the laws of France, without regard to
conflicts of laws provisions thereof and without regard to the United Nations
Convention on Contracts for the International Sale of Goods.

      5. COUNTERPARTS. This Amendment may be executed in any number of separate
counterparts, each of which when so delivered shall be deemed an original, and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.


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            IN WITNESS WHEREOF, the parties have executed this Amendment as of
the day and year first above written.


                                    INFOGRAMES MULTIMEDIA SA



                                    By: /s/ Bruno Bonnell
                                       _________________________________
                                          Name: Bruno Bonnell


                                    INFOGRAMES ENTERTAINMENT SA



                                    By: /s/ Bruno Bonnell
                                       _________________________________
                                          Name: Bruno Bonnell


                                    INFOGRAMES, INC.



                                    By: /s/ Denis Guyennot
                                       _________________________________
                                         Name: Denis Guyennot
                                         Title: President



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