EXHIBIT 3.7


                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          INTERPLAY ENTERTAINMENT CORP.

        The  undersigned,  Herve Caen, the Chief Executive  Officer of Interplay
Entertainment Corp. (the "Corporation"), a corporation organized and existing by
virtue of the General Corporation Law (the "GCL") of the State of Delaware, does
hereby certify pursuant to Section 103 of the GCL as to the following:

        1. The name of the  Corporation  is Interplay  Entertainment  Corp.  The
original  Certificate of Incorporation  was filed with the Secretary of State of
the State of Delaware on February 27, 1998.

        2. The first full  sentence  of Article 4 of the  Amended  and  Restated
Certificate of Incorporation of the Corporation,  as amended,  is hereby amended
and restated to read in its entirety as follows:

                                   "ARTICLE 4

             The  total  number of shares of all  classes  of stock  which  this
        Corporation  shall have authority to issue is 305,000,000,  of which (i)
        300,000,000  shares shall be designated  "Common Stock" and shall have a
        par  value of $0.001  per  share;  and (ii)  5,000,000  shares  shall be
        designated  "Preferred  Stock"  and shall have a par value of $0.001 per
        share."

        3. The foregoing  amendment of the Amended and Restated  Certificate  of
Incorporation  of the  Corporation,  as  amended,  has been duly  adopted by the
Corporation's  Board  of  Directors  and  Stockholders  in  accordance  with the
provisions of Section 242 of the Delaware General Corporation Law.

        IN WITNESS  WHEREOF,  the undersigned  has executed this  Certificate of
Amendment of Amended and Restated  Certificate of Incorporation as of the 30 day
of June 2008.

                                            /S/ HERVE CAEN
                                            ---------------------------
                                            Herve Caen
                                            Chief Executive Officer