<PAGE>
                                INFOGRAMES, INC.

                                  $50 MILLION

                                MEDIUM-TERM LOAN

                                   GRANTED BY

                         INFOGRAMES ENTERTAINMENT S.A.

                                 APRIL 22, 2002


                    ---------------------------------------


Set forth below are the final and unconditional terms of Infogrames
Entertainment S.A. ("IESA") debt financing to Infogrames, Inc. in connection
with the Shiny transaction.


Loan Agreement:               The present agreement.
--------------

Borrower:                     Infogrames, Inc. (the "Borrower").
--------

Lender:                       Infogrames Entertainment S.A. (the "Lender").
------

Amount:                       $50 million Senior Secured Credit (the
------                        "Facility").

Use of Proceeds by Borrower:  To fund the acquisition of Shiny Entertainment
---------------------------   Inc. a California company, and other tangible and
                              intangible assets in connection thereto, including
                              but not limited to the right to develop, publish
                              and distribute two video games based on the Matrix
                              2 and Matrix 3 pictures (the "Transaction"), as
                              this Transaction is contemplated under the Stock
                              Purchase Agreement dated April 22, 2002 by and
                              among Infogrames, Inc., Shiny Entertainment, Inc.,
                              Interplay Entertainment, Corp., Shiny Group, Inc.
                              and David Perry (the "Sale and Purchase
                              Agreement").

Effective Date:               The date of signature of this Loan Agreement.
--------------

Final Maturity Date:          June 30, 2004.
-------------------

Availability:                 Availability under the Facility shall be as
------------                  follows:

                              - 3 business days before the Closing (as defined
                                in the Sale and Purchase Agreement): $31
                                million.

                              - An amount of $17 million shall be made
                                available to the Borrower three 3 business days
                                before payment is due by the Borrower under the
                                Sale and Purchase Agreement.

                              - Other amounts: $2 million, available on a 10
                                day notice.

                              Any amount not drawn under the present Loan
                              Agreement within 90 days of Closing shall be null
                              and void.

                              Any amount repaid under the Facility may be
                              re-borrowed until the Final Maturity Date,
                              subject to provisions set forth under Section
                              "Repayment of Facility".

Guarantee granted by
Lender in connection
with the Transaction:         Lender also agrees to unconditionally guarantee
--------------------          Borrower's obligations under promissory notes or
                              other payments payable to Europlay 1, LLC and
                              Akin, Gump, Strauss, Hauer and Feld, L.L.P.,
                              Bioware Corp. and Interplay Entertainment Corp.
                              pursuant to payment guarantees in the form
                              attached to the Sale and Purchase Agreement. In
                              addition, Lender agrees to pledge Lender's

--------------------------------------------------------------------------------
                                                                        Page 1/6


<PAGE>
                         treasury shares to secure payment obligations under
                         notes payable to Europlay 1, LLC and Akin, Gump,
                         Strauss, Hauer and Feld, L.L.P., with an aggregate
                         market value equal to the principal amount of such two
                         notes (aggregating $5,347,500), i.e. approximately
                         551,000 treasury shares on the basis of a stock price
                         of E11 a share, in accordance with the terms of such
                         payment guarantees.

Repayment of Facility:   Schedule of repayment shall be as follows:

                         -  3 months after the first shipment of the "Matrix 2
                            game" and no later than December 31, 2003: $10
                            million.

                         -  December 31, 2003: $10 million.

                         -  March 31, 2004: $20 million.

                         -  June 30, 2004: $10 million.

Security:                The Facility shall be secured by (capitalized terms
                         used below and not otherwise defined shall have their
                         respective meanings set forth in the Sale and Purchase
                         Agreement):

                         a)  a perfected first priority lien on the Shiny Shares
                             to be perfected on the business day following the
                             Closing Date, and
                         b)  a perfected first priority lien to be perfected on
                             the business day following the Closing Date on all
                             assets and/or intellectual property rights acquired
                             by the Borrower or Shiny in connection with the
                             Transaction and which were previously secured to
                             the benefit of Akin, Brian Fargo, Eurocapital,
                             Interplay, La Salle, Perry, Vivendi, Virgin and
                             Warner, and
                         c)  a perfected first priority lien to be perfected on
                             10th business day following the Closing Date on all
                             deposit Accounts and on all Inventory (as both
                             defined in the Uniform Commercial Code) of Shiny
                             and of the Borrower, this period of 10 business
                             days being extended until approvals from third
                             party, if required, are obtained and until June 30,
                             2002 at the latest; should such approvals not be
                             obtained within this time period, then a perfected
                             second (or lower) rank no later than July 31, 2002.
                             The grant of this security is conditioned upon the
                             Borrower doing its reasonable efforts to negotiate
                             with BNP-Paribas, with the assistance of the Lender
                             if required, a waiver to this effect.

                         Evidence of the effectiveness of such security
                         interests shall be given to the Lender within 5 days of
                         each of the expiration of the above-mentioned periods,
                         failing which the Facility shall be redeemable in full
                         by the Borrower, at the option of the Lender, within 60
                         days of receipt of written notice sent by the Lender.
                         If such evidence has not been given to the Lender
                         within the above-mentioned timeframe, the Lender shall
                         be entitled to send such notice at any time until the
                         Final Maturity Date.

                         In addition, the Lender will have the right, until full
                         repayment of the Facility, to request a perfected first
                         priority lien on all or some of the tangible and
                         intangible, present and future assets or intellectual
                         property rights of the Borrower or Shiny. Evidence of
                         the effectiveness of such security interests shall be
                         given to the Lender within 30 days following the
                         receipt by Borrower or Shiny of a request notice issued
                         by the Lender to this effect, failing which the
                         Facility shall be redeemable in full by the Borrower,
                         at the option of the Lender, within 60 days of receipt
                         of written notice sent by the Lender. If such evidence
                         has not been given to the Lender within the
                         afore-mentioned timeframe, the Lender shall be entitled
                         to send such notice at any time until the Final
                         Maturity Date.


Interest Rate:           Outstanding loan will bear interest at Libor 3 months
                         (determined two days before end of each quarter) plus
                         an applicable interest margin of 2.75%. Interests shall
                         be payable on a quarterly basis, in arrears.

Default Rate:            The applicable interest rate plus 2% per annum.

                                                                        Page 2/6
<PAGE>
Unused Commitment Fee:         The Unused Commitment Fee will be 0.50% per annum
                               based on the aggregate amount of the Facility
                               less outstanding loans.

Optional Prepayments:          Borrowers may, upon at least three business days'
                               notice, prepay and reduce commitments under the
                               Facility in minimum amounts of $1,000,000 or
                               integral multiples of $550,000 in excess
                               thereof, without premium or penalty.

Mandatory Prepayments:         The Facility shall be prepaid and reduced in
                               aggregate amounts equal to (1) 95% of the net
                               cash proceeds of any sale or disposition of any
                               assets of the Borrowers exceeding $2.5 million,
                               (2) 95% of the net proceeds from any new debt
                               issuance by the Borrowers, (3) 95% of the
                               cumulative net proceeds from equity issuances by
                               the Borrowers provided that the Borrower may
                               retain 5% of such proceeds.

Representations and Warranties
of Borrower:
                               Borrower represents and warrants to Lender that
                               the statements contained in this Section are
                               correct and complete as of the date of this Loan
                               Agreement.

                               Power and Authority; Enforceability. Borrower has
                               the corporate power and corporate authority to
                               execute and deliver this Loan Agreement, and to
                               perform and consummate its obligations
                               thereunder. Borrower has taken all actions
                               necessary to authorize the execution and delivery
                               of this Loan Agreement. This Loan Agreement has
                               been duly authorized, executed, and delivered by,
                               and is enforceable against the Borrower.

                               No Violation. The execution and the delivery of
                               this Loan Agreement and the performance and
                               consummation of the transaction by the Borrower
                               will not (i) breach any law or order or other
                               applicable regulation to which the Borrower is
                               subject, (ii) breach any contract to which the
                               Borrower is a party of by which the Borrower is
                               bound or to which any of the Borrower's assets is
                               subject, other than any breach which will not
                               have a material adverse effect on the Borrower,
                               or (iii) require any consent, approval,
                               notification, waiver or other action.

Representations and Warranties
of Lender:
                               Lender represents and warrants to Lender that the
                               statements contained in this Section are correct
                               and complete as of the date of this Loan
                               Agreement:

                               Power and Authority; Enforceability. Lender has
                               the corporate power and corporate authority to
                               execute and deliver this Loan Agreement, and to
                               perform and consummate its obligations
                               thereunder. Lender has taken all actions
                               necessary to authorize the execution and delivery
                               of this Loan Agreement. This Loan Agreement has
                               been duly authorized, executed, and delivered by,
                               and is enforceable against the Lender.

                               No Violation. The execution and the delivery of
                               this Loan Agreement and the performance and
                               consummation of the transaction by the Lender
                               will not (i) breach any law or order or other
                               applicable regulation to which the Lender is
                               subject, (ii) breach any contract to which the
                               Lender is a party or by which the Lender is bound
                               or to which any of the Lender's assets is
                               subject, other than any breach which will not
                               have a material adverse effect on the Lender, or
                               (iii) require any consent, approval,
                               notification, waiver or other action.

Miscellaneous:                 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 in this Section
                               "Miscellaneous" and not otherwise defined shall
                               have their respective meanings set forth in the
                               Credit Agreement.

-------------------------------------------------------------------------------
                                                                     Page 3 / 6
<PAGE>
The following provisions of the Credit Agreement shall be applicable Mutatis
Mutandis to the present Loan Agreement:

-   Section 4.4:   "Manner of Payment Loans Denominated in Dollars";
-   Section 4.5:   "Crediting of Payment and Proceeds";
-   Section 4.8:   "Changed Circumstances";
-   Section 4.9:   "Indemnity";
-   Section 4.10:  "Capital Requirements";
-   Section 4.11:  "Taxes";
-   Article VII:   "FINANCIAL INFORMATION AND NOTICES";
-   Article VIII:  "AFFIRMATIVE COVENANTS", save for Section 8.12: "Additional
    Subsidiaries; Collateral";
-   Article X:     "NEGATIVE COVENANTS";
-   Article XI:    "DEFAULT AND REMEDIES";
-   Article XIII:  "MISCELLANEOUS", save for Section 13.4: "Governing Law".

Waivers under the Credit Agreement:

-    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 June 30, 2002.

-    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 June 30, 2002.

-    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 June 30, 2002.

-    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 June 30, 2002.


Representations and Warranties: No Default.

-    (a) After giving effect to this Amendment, the borrower hereby represents
     and warrants that (i) all representations and warranties 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.

Governing Law: THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
               UNDER THIS LOAN AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
               INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE

_______________________________________________________________________________
                                                                       Page 4/6
<PAGE>
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES REGARDING CONFLICT
LAW.



                          [Signature pages to follow]
<PAGE>
IN WITNESS WHEREOF, the Parties have executed this Loan Agreement on the date
first above written.



INFOGRAMES, INC.

By:     /s/ Harry M. Rubin
       _______________________________

Name:   Harry M. Rubin
       _______________________________

Title: _______________________________



INFOGRAMES ENTERTAINMENT S.A.

By:     /s/ Bruno Bonnell
       _______________________________

Name:   Bruno Bonnell
       _______________________________
        PRESIDENT & CEO
Title: _______________________________