EXHIBIT 10.12


                              FIFTH AMENDMENT TO
                 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     This Amendment, dated as of February 24, 1998 (this "Amendment") is entered
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into by and between VIRGIN INTERACTIVE ENTERTAINMENT, INC., a Delaware
corporation (the "Company") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
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ASSOCIATION (the "Bank").

                                   RECITALS
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     The Company and the Bank are parties to a Second Amended and Restated
Credit Agreement dated as of December 1, 1994, as amended (the "Credit
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Agreement"), to which the Bank extended a revolving and letter of credit
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facility.  Capitalized terms used and not otherwise defined or amended in this
Amendment shall have the meanings respectively assigned to them in the Credit
Agreement.

     The Company has requested that the Bank extend the maturity date of the
facility.  The Company has requested that the Bank enter into this Amendment in
order to approve and reflect the foregoing, and the Bank has agreed to do so,
all upon the terms and provisions and subject to the conditions hereinafter set
forth.

                                   AGREEMENT
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     In consideration of the foregoing and the mutual covenants and agreement
hereinafter set forth, the parties hereto mutually agrees as follows:

A.   AMENDMENTS
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     Amendment of Section 1.01
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     1.   Section 1.01 is hereby amended by deleting the date "December 31,
1997" in the definition of "Availability Period" and substituting the date
"September 30, 1998" therefor.

     2.   Section 1.01 is hereby further amended by deleting the date "March 31,
1998" in the definitions of "CD Rate Interest Period" "Offshore Rate Interest
Period" and "Revolving Maturity Date" and substituting the date "September 30,
1998" therefor.

     3.   Section 1.01 of the Credit Agreement is hereby further amended by
deleting "March 31, 1998" in the definition of "Revolving Maturity Date" and
substituting "September 30, 1998" therefor.

B.   REPRESENTATIONS AND WARRANTIES
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     The Company hereby represents and warrants to the Bank that:

     1.   No Event of Default specified in the Credit Agreement and no event
which with notice or lapse of time or both would become such an Event of Default
has occurred and is continuing;

     2.   The representations and warranties of the Company pursuant to the
Credit Agreement are true on and as of the date hereof as if made on and as of
said date;

 
     3.   The making and performance by the Company of this Amendment have been
duly authorized by all corporate action; and

     4.   No consent, approval, authorization, permit or license from any
federal or state regulatory authority is required in connection with the making
or performance of the Credit Agreement as amended hereby.

C.   CONDITIONS PRECEDENT
     --------------------

     This Amendment will become effective as of the date hereof, provided that
the Bank shall have received counterparts of this Amendment executed by the
Borrower and consented to by the Guarantor.

D.   MISCELLANEOUS
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     1.   This Amendment may be signed in any number of counterparts, each of
which shall be an original, with same effect as if the signatures thereto and
hereto were upon the same instrument.

     2.   Except as herein specifically amended, all terms, covenants and
provisions of the Credit Agreement shall remain in full force and effect and
shall be performed by the parties hereto according to its terms and provisions
and all references therein or in the Exhibits shall henceforth refer to the
Credit Agreement as amended by this Amendment.

     3.   This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written.

                              VIRGIN INTERACTIVE ENTERTAINMENT, INC.



                              By:      /s/  Ross G. Landsbaum
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                              Title:        Vice President, Finance and Business
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                                            Development & Treasurer
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                              BANK OF AMERICA NATIONAL TRUST
                              AND SAVINGS ASSOCIATION



                              By:      /s/  Carl F. Salas
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                              Title:        Vice President
                                    -------------------------------------------