EXHIBIT 10.2

                                LETTER OF INTENT


     This Letter of Intent  ("LOI") is made this 9th day of August,  2002 by and
between Vivendi  Universal Games, Inc.  (formerly Vivendi Universal  Interactive
Publishing North America, Inc.) ("VIVENDI"), a Delaware corporation with offices
at  6080  Center  Drive,   Los  Angeles,   California,   90045,   and  INTERPLAY
ENTERTAINMENT  CORP.,  a Delaware  corporation  with offices at 16815 Von Karman
Avenue, Irvine, California 92606 ("INTERPLAY").

     WHEREAS,  Vivendi and Interplay  previously  have entered into that certain
Distribution Agreement, dated August 23, 2001, as amended (the "OLD DISTRIBUTION
AGREEMENT"),  which agreement, among other things, includes the product entitled
"***" ("***");

     WHERAS,  concurrently  with the  execution of this  Agreement,  Vivendi and
Interplay are entering into a separate Video Game  Distribution  Agreement dated
as of August 9, 2002 (the "NEW DISTRIBUTION AGREEMENT");

     WHEREAS,  Vivendi and Interplay  desire to amend both the Old  Distribution
Agreement  and the New  Distribution  Agreement  to (i)  remove *** from the Old
Distribution  Agreement and add it to the New Distribution  Agreement,  and (ii)
allow  Vivendi to offset  amounts due to  Interplay  under the New  Distribution
Agreement  against  any/all  amounts which may be due from  Interplay to Vivendi
under the Old  Distribution  Agreement with respect to "true-ups" of the general
reserve under SECTION 6.8 of the Old Distribution Agreement;

     WHEREAS,  while  Vivendi and  Interplay  expect to and shall use their good
faith  efforts to enter into a more detailed  written and mutually  satisfactory
amendment to the Old Distribution  Agreement and the New Distribution  Agreement
(the "DEFINITIVE Agreement"),  the parties now desire to enter into this BINDING
LOI to facilitate  timely  execution of the New Distribution  Agreement.  Unless
otherwise  specified  herein,  all capitalized terms shall have the meanings set
forth in the New Distribution Agreement.

     NOW  THEREFORE,  in  consideration  of the  mutual  terms,  conditions  and
covenants hereinafter set forth, the parties agree as follows:

CONDITION PRECEDENT          The  obligations  of the parties  contained  herein
                             are   conditioned  on  the  mutual   execution  and
                             delivery of the New Distribution Agreement.

REMOVAL  OF  ***  FROM       The  parties  shall  amend  the  Old   Distribution
THE OLD DISTRIBUTION         Agreement to remove *** therefrom,  and the parties
AGREEMENT AND ADDITION       shall amend the New  Distribution  Agreement to add
OF  ***  TO THE NEW          *** as a Partner Product on EXHIBIT B thereto.
DISTRIBUTION AGREEMENT


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

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RIGHT OF OFFSET              The  parties  shall  amend  the  Old   Distribution
                             Agreement  and/or the New  Distribution  Agreement,
                             as  applicable,  to provide that Vivendi shall have
                             the  right  to  deduct   from   any/all   Interplay
                             Proceeds    (including   any   Minimum    Guarantee
                             payments)   owed  to   Interplay   under   the  New
                             Distribution  Agreement  any/all  amounts which may
                             be owed from  Interplay  to Vivendi or a  permitted
                             affiliate   thereof  under  the  Old   Distribution
                             Agreement  with respect to and upon  "true-ups"  of
                             the General  Reserve  performed in accordance  with
                             and defined in SECTION 6.8 of the Old  Distribution
                             Agreement.   With   respect   to  the  ***   period
                             commencing   in  ***,   and  for  each  ***  period
                             thereafter,  such  amendment  shall also reduce the
                             settlement   period   of   such   General   Reserve
                             "true-ups" as provided  under the Old  Distribution
                             Agreement  under Section 6.8(b) from *** after each
                             ***  period  to ***  after  each ***  period.  (For
                             purposes of  clarification,  the  "true-up" for the
                             *** period  ending *** shall  still be subject to a
                             *** settlement period.)

OLD  DISTRIBUTION            Subject  to the  foregoing,  all  other  terms  and
AGREEMENT AND NEW            conditions  of the Old  Distribution  Agreement and
DISTRIBUTION AGREEMENT       the New Distribution  shall remain unchanged and in
TO REMAIN UNCHANGED          full force and effect.
IN ALL OTHER RESPECTS

 INTERPLAY ENTERTAINMENT CORP.           VIVENDI UNIVERSAL GAMES, INC.


By:     /s/ Phil O'Neil                  By:     /s/ Herve Caen
   ----------------------------             ------------------------------------
Title:  President, PPG                    Title: CEO & President
      -------------------------                ---------------------------------

***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

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