Exhibit 10.28s


                              THIRTEENTH AMENDMENT

            THIS THIRTEENTH AMENDMENT (this "Amendment") is made and entered
into as of September 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 "September 30, 2002" contained in said Section and by substituting therefore
a reference to "December 31, 2002."

            SECTION 2. COVENANTS.

            2.1. Mandatory Repayment. Notwithstanding anything to the contrary
set forth elsewhere herein (including but not limited to any Default or Event of
Default referred to in SECTION 3 below), the Lender hereby agrees that, prior to
July 1, 2003, it will not demand repayment of any amount under the Credit
Facility outstanding as at September 30, except under the following
circumstances, in each case only to the extent that the repayment to Lender of
the amount demanded is permitted under any new credit facility pursuant to the
terms thereof , and the amount remaining available to the Borrower from such new
credit facility after the Borrower's repayment to the Lender of amount demanded
is sufficient to fund the Borrower's working capital needs:

            (a) disposition of any material assets of the Borrower;

            (b) funds raised through additional financing;

            (c) any other receipt of non-budgeted revenues; and

            (d) significant improvement in the financial condition of the
Borrower.

            SECTION 3. WAIVERS.

            3.1. 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 December 31, 2002.




            3.2. 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 December 31, 2002.

            3.3. 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 December 31, 2002.

            3.4. 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 December 31, 2002.

            SECTION 4. MISCELLANEOUS.

            4.1. Representations and Warranties; No Default. (a) After giving
effect to this Amendment, the Borrower hereby represents and warrants that (i)
all representations and warranties 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.

            4.2. Additional Borrowings. From time to time after the date hereof,
the Borrower and the Lender may agree to modify 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.

            4.3. 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.

            4.4. 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.

            4.5. 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


                                       2


instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.

            4.6. 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.

            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


                                       3