INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

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INTERPLAY ENTERTAINMENT CORP.
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(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction
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(1) Amount previously paid:

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INTERPLAY ENTERTAINMENT CORP.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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TIME ............................. 5:00 p.m. Pacific Time on June 30, 2009.

PLACE ............................ Interplay Entertainment Corp.
100 North Crescent Drive
Beverly Hills, CA 90210

ITEMS OF BUSINESS ................ (1) to elect five members of the
Board of Directors to serve
until the next annual
stockholder meeting.

(2) To transact such other business
as may properly come before the
Annual Meeting and any
adjournment or postponement.

RECORD DATE ...................... You can vote if, at the close of
business on May 14, 2009, you were a
stockholder of the Company.

PROXY VOTING ..................... All stockholders are cordially invited
to attend the Annual Meeting in person.
However, to ensure your representation
at the Annual Meeting, you are urged to
vote promptly by signing and returning
the enclosed Proxy card.

May 20, 2009 /S/ HERVE CAEN
------------------------------------
Herve Caen
Chief Executive Officer and Interim
Chief Financial Officer

INTERPLAY ENTERTAINMENT CORP.
100 N. CRESCENT DRIVE BEVERLY HILLS, CALIFORNIA 90210
(310) 432-1958
PROXY STATEMENT
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These Proxy materials are delivered in connection with the solicitation by the
Board of Directors of Interplay Entertainment Corp., a Delaware corporation
("Interplay," the "Company", "we", or "us"), of Proxies to be voted at our 2008
Annual Meeting of Stockholders and at any adjournments or postponements thereof.

You are invited to attend our Annual Meeting of Stockholders on June 30, 2009,
beginning at 5:00 p.m. Pacific Time. The meeting will be held at Interplay
Entertainment Corp. office headquarters, 100 N. Crescent Drive, Beverly Hills,
California 90210.

Pursuant to the new rules recently adopted by the Securities and Exchange
Commission, we have elected to provide access to our proxy materials over the
Internet. Accordingly, we are sending on May 20, 2009 a Notice of Internet
Availability of Proxy Materials (the "Notice") to our stockholders of record and
beneficial owners. All stockholders will have the ability to access the proxy
materials on a website referred to in the Notice or request to receive a printed
set of the proxy materials. Instructions on how to access the proxy materials
over the Internet or to request a printed copy may be found on the Notice. In
addition, stockholders may request to receive proxy materials in printed form by
mail or electronically by email on an ongoing basis.

STOCKHOLDERS ENTITLED TO VOTE. Holders of our common stock at the close of
business May 14, 2009 are entitled to vote their shares at the Annual Meeting.
Common stock is the only outstanding class of our securities entitled to vote at
the Annual Meeting. As of the close of business on April 30, 2009, there were
113,595,268 shares of common stock outstanding, including 4,658,216 shares of
Treasury Stock.

PROXIES. Your vote is important. If your shares are registered in your name, you
are a stockholder of record. If your shares are in the name of your broker or
bank, your shares are held in street name. We encourage you to vote by Proxy so
that your shares will be represented and voted at the meeting even if you cannot
attend. All stockholders can vote by Proxy card. Your submission of the Proxy
will not limit your right to vote at the Annual Meeting if you later decide to
attend in person. IF YOUR SHARES ARE HELD IN STREET NAME, YOU MUST OBTAIN A
PROXY, EXECUTED IN YOUR FAVOR, FROM THE HOLDER OF RECORD IN ORDER TO BE ABLE TO
VOTE AT THE MEETING. If you are a stockholder of record, you may revoke your
Proxy at any time before the meeting either by filing with the Secretary of the
Company, at its principal executive offices, a written notice of revocation or a
duly executed Proxy bearing a later date, or by attending the Annual Meeting and
expressing a desire to vote your shares in person. All shares entitled to vote
and represented by properly executed Proxies received prior to the Annual
Meeting, and not revoked, will be voted at the Annual Meeting in accordance with
the instructions indicated on those Proxies. If no instructions are indicated on
a properly executed Proxy, the shares represented by that Proxy will be voted as
recommended by the Board of Directors.

QUORUM. The presence, in person or by Proxy, of a majority of the votes entitled
to be cast by the stockholders entitled to vote at the Annual Meeting is
necessary to constitute a quorum. Abstentions and broker non-votes will be
included in the number of shares present at the Annual Meeting for determining
the presence of a quorum. Broker non-votes occur when a broker holding customer
securities in street name has not received voting instructions from the customer
on certain non-routine matters and, therefore, is barred by the rules of the
applicable securities exchange from exercising discretionary authority to vote
those securities.

VOTING. Each share of our common stock is entitled to one vote on each matter
properly brought before the meeting. On the election of directors, our
stockholders have cumulative voting rights (please see "Election of Directors"
below for a description of your cumulative voting rights). Abstentions will be
counted toward the tabulation of votes cast on proposals submitted to
stockholders and will have the same effect as negative votes, while broker
non-votes will not be counted as votes cast for or against such matters.

PROXY SOLICITATION COSTS. The costs associated with the solicitation of
stockholder proxies by our Board in connection with this 2009 annual stockholder
meeting shall be borne by the Company.

AMENDMENTS TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The
approval of each of the amendments to our Amended and Restated Certificate of
Incorporation in Proposals 1 and 3 will require the affirmative vote of a
majority of the outstanding shares of common stock present, in person or by
proxy, at the Annual Meeting at which a quorum is present. For purposes of each
of the votes regarding amendment to the Certificate of Incorporation,
abstentions and broker non-votes will have the same effect as a vote against
approval of the amendment.

ELECTION OF DIRECTORS. The five nominees for director receiving the highest
number of votes at the Annual Meeting will be elected. If any nominee is unable
or unwilling to serve as a director at the time of the Annual Meeting, the
Proxies will be voted for such other nominee(s) as shall be designated by the
current Board of Directors to fill any vacancy. We have no reason to believe
that any nominee will be unable or unwilling to serve if elected as a director.

Our stockholders have cumulative voting rights when voting on the election of
directors. Cumulative voting rights entitle each stockholder to the number of
votes he or she would otherwise have in the absence of cumulative voting rights,
multiplied by the number of directors to be elected. Each stockholder may cast
all of the resulting votes for a single director, or may distribute them among
the directors to be elected at the stockholder's discretion. In order to
determine how many votes a stockholder is entitled to cast as a consequence of
cumulative voting rights, the stockholder multiplies the total number of shares
of our common stock owned by such stockholder by the number of directors being
elected, in this case five. The total that results is the number of votes the
stockholder may cast in the election of directors. The proxies solicited by the
Board of Directors confer discretionary authority on the proxy holders to
cumulate votes to elect the nominees listed in this Proxy Statement. The proxy
holder may cumulate votes to elect one or several directors as may be necessary
to elect the maximum number of nominees.

OTHER MATTERS. At the date this Proxy Statement went to press, we do not know of
any other matters to be raised at the Annual Meeting.

ITEM 1: ELECTION OF DIRECTORS
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Item 1 is the election of five members of our Board of Directors. Our Bylaws
provide that the number of directors constituting the Board shall be between
three and. nine, to be fixed by the Board from time to time. The Board has
currently fixed the number of directors at five.

Unless otherwise instructed, the Proxy holders will vote the Proxies received by
them for the nominees named below. If any nominee is unwilling to serve as a
director at the time of the Annual Meeting, the Proxies will be voted for such
other nominee(s) as shall be designated by the then current Board of Directors
to fill any vacancy. We have no reason to believe that any nominee will be
unable or unwilling to serve if elected as a director.

The Board of Directors proposes the election of the following nominee directors:

Herve Caen Eric Caen
Michel Welter Alberto Haddad
Xavier de Portal

If elected, the foregoing five nominees are expected to serve until the 2010
Annual Meeting of Stockholders. The five nominees for election as directors at
the Annual Meeting who receive the highest number of affirmative votes will be
elected.

The principal occupation and certain other information about the nominees and
the executive officers are set forth on the following pages.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES LISTED ABOVE.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following persons currently serve as our directors:

DIRECTORS AGE
- --------- ---

Herve Caen 47
Eric Caen 43
Michel Welter 50
Alberto Haddad 45
Xavier de Portal 58

Each of the nominees to the Board of Directors has indicated their willingness
to serve and, unless otherwise instructed, the proxy holders will vote the proxy
received by them for those five nominees.

The following persons serve as our executive officers:

EXECUTIVE OFFICERS AGE TITLE
- ------------------ --- -----

Herve Caen 47 Chairman of the Board, Chief Executive
Officer and interim Chief Financial
Officer

Our executive officers are appointed by and serve at the discretion of our board
of directors. Herve Caen and Eric Caen are brothers. There are no other family
relationships between any director and/or any executive officer.

HERVE CAEN has been our Chief Executive Officer and Interim Chief Financial
Officer since 2002. Mr. Caen has served as Chairman of our Board of Directors
since 2001. Mr. Caen joined us as President and Director in 1999. Mr. Caen
served as Chairman of the Board of Directors of Titus Interactive S.A., an
interactive entertainment software company (placed in involuntary bankruptcy in
January, 2005 and previously the parent of the Company) between 1991 and 2005.
Mr. Caen also held various executive positions within the Titus group between
1985 and 2005.

ERIC CAEN has served as a director since 1999. He is a partner at BD Forces, a
French consulting and M&A Firm. He was the Chief Executive Officer of Glow
Entertainment Group, a video rental and video on demand provider operating in
France and Germany from 2007 to mid 2008. He was a President of Titus
Interactive S.A.,an interactive entertainment software company between 1991 and
2005. Mr. Caen also held various executive positions within the Titus group
between 1985 and 2005.

MICHEL WELTER has served as a director since 2001 and is an independent
director. He has been involved in the trading and exploitation of animated TV
series through his company Weltertainment since 2002. From 2000 to 2001 he
served as President of CineGroupe International, a Canadian company, which
develops, produces and distributes animated television series and movies. From
1990 to the end of 2000, Mr. Welter served as President of Saban Enterprises
where he launched the international merchandising for the hit series "Power
Rangers" and was in charge of international business development where he put
together numerous co-productions with companies in Europe and Asia.

ALBERTO HADDAD has served as a director since 2008 and is an independent
director. He has been a partner resident in the Boston office of Melcion,
Chassagne & Company since 2003, a Paris, France based investment bank. He
advises entrepreneurs and supports them in the development of their projects
over their lifetime. He is a member of the board of the French-American Chamber
of Commerce in New England and is a Foreign Trade advisor to the French
government in New England. He also serves on advisory boards of various other
non-profit organizations. Before 2003 he ran his own advisory company,
Technology Square Partners, and acted as the CEO-US for France-based Startup
Avenue. Previously he held management positions at McKinsey and Eastman Kodak.
He holds a Msc (MBA) from MIT Sloan, a "diplome" in international business and
Finance (Ecofi) from the Institut d'Etudes Politiques de Paris in France and a
B.A. in Economics from the American University of Beirut.

XAVIER DE PORTAL has served as a director since 2008 and is an independent
director. He has been a corporate finance consultant based in Paris, France
since 1991. He assists companies, both private and public, in addressing
financing needs in relation to their organic growth and/or acquisitions. From
2001 to 2004 he also served as CEO of Next Music. He also served in CEO and CFO
positions in press, music and video game companies in various stages of
development between 1991 and 2001. Prior to 1991, he was the development
director of a large retail bank in France. He holds a Doctorate Degree in
European Law, a "diplome" in international business and Finance (Ecofi) from the
Institut d(1)Etudes Politiques de Paris in France and a "diplome" of the
European Community from Pantheon, Paris.

FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

MEETINGS AND COMMITTEES. The Board of Directors held four meetings during fiscal
year 2008. The Board of Directors has an Independent Committee, Audit Committee
and a Compensation Committee. While we only have a limited number of Directors,
the full Board of Directors performs the functions of a Nominating Committee.

The Independent Committee currently consists of Mr. Welter, Mr. Haddad and Mr.
de Portal. The Independent Committee reviews Related Persons Transactions (that
are not the subject of review by the Compensation Committee). The Independent
Committee did not meet during fiscal year 2008.

The Audit Committee currently consists of Mr. Welter and Mr.de Portal. We do not
have an Audit Committee financial expert because we only have a limited number
of directors. The Audit Committee recommends the engagement of our independent
public accountant currently Jeffrey S. Gilbert C.P.A., reviews the scope of the
audit to be conducted by the independent public accountant, and periodically
meets with the independent public accountant, our Interim Chief Financial
Officer and Controller to review matters relating to our financial statements,
our accounting principles and system of internal accounting controls, and
reports its recommendations as to the approval of our financial statements to
the Board of Directors. The role and responsibilities of the Audit Committee are
more fully set forth in a written charter adopted by the Board of Directors, a
copy of which was set forth in Appendix 2 to our 2008 Proxy Statement. The Audit
Committee met once during fiscal year 2008.

The Compensation Committee currently consists of Mr. Welter, Mr. Haddad and Mr.
de Portal. The Compensation Committee is responsible for considering and making
recommendations to the Board of Directors regarding executive compensation and,
is responsible for administering our stock option and executive incentive
compensation plans. The Compensation Committee met once during fiscal year 2008.
The Compensation Committee does not have a written charter. Mr. Herve Caen
recommended to the Compensation Committee the compensation arrangements for our
officers and our Board of Directors, and the Compensation Committee considered
and approved such arrangements after determining them to be in the best interest
of our stockholders.

All incumbent directors attended 100% of the meeting(s) of the Board of
Directors in 2008. It is our policy that all Board members attend our Annual
Meeting, if practicable, and all our Board members attended our 2008 Annual
Meeting. The Board of Directors does not have a policy with regard to the
consideration of director candidates recommended by our stockholders, because we
only have a limited number of directors.

Essential criteria for all director candidates include the following:

o integrity and ethical behavior;

o maturity;

o management experience and expertise;

o independence and diversity of thought;

o broad business or professional experience; and

o an understanding of business and financial affairs, and the
complexities of business organizations.

Also we expect our directors to have substantive knowledge of or be experienced
in interactive entertainment.

Our Bylaws provide that any stockholder, if beneficially owning (as defined by
rule 13d-3 of the Securities Exchange Act of 1934, as amended) of record at
least one percent (1%) of the issued and outstanding capital stock of the

corporation, may nominate candidates for election to the Board of Directors. To
be timely, a stockholder's notice (which shall only be required with respect to
a special meeting of stockholders) shall be delivered to or mailed and received
at the principal executive offices of the corporation not less than 45 days nor
more than 90 days prior to the meeting; provided, however, that in the event
that less than 55 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the 10th day
following the date on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such stockholder's notice (which shall only be
required with respect to a special meeting of stockholders) shall set forth (A)
as to each person whom the stockholder proposes to nominate for election or
reelection as a director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the capital stock of the
corporation which are beneficially owned by such person and (iv) any other
information relating to such person that would be required to be disclosed in
solicitations of proxies for election of directors, or would be otherwise
required, in each case pursuant to Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (including without limitation such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); and (B) as to the stockholder giving the
notice (i) the name and address of such stockholder and (ii) the class and
number of shares of the capital stock of the corporation which are beneficially
owned (as defined by Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) by such stockholder. If requested in writing by the Secretary at least
15 days in advance of the annual meeting, a stockholder whose shares are not
registered in the name of such stockholder on the corporation's books shall
provide the Secretary, within ten days of such request, with documentary support
for such claim of beneficial ownership.

DIRECTORS' COMPENSATION. Currently, we pay each of our non-employee directors
compensation as follows:

o $5,000 in cash compensation per quarter for attendance at
Board of Directors meetings. All cash compensation was
suspended for the period from January 1, 2008 through
September 30, 2008.

o $5,000 in cash compensation per annum for each Board committee
a director is a member of and participated in. All cash
compensation was suspended for the period from January 1, 2008
through September 30, 2008.

o An option to purchase 150,000 shares of the Company's common
stock under the Company's Third Amended and Restated 1997
Stock Incentive Plan for each year of director service. These
director options are each for a term of ten years and vest
over the first three years.

o Instead of cash compensation for directors' fees, an option to
purchase 250,000 shares of the Company's common stock under
the Company's Third Amended and Restated 1997 Stock Incentive
Plan. These director options are each for a term of ten years
and vest over the first three years.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.

The Compensation Committee currently consists of Mr. Welter, Mr. Haddad and Mr.
de Portal. During 2008, decisions regarding executive compensation were made by
the Compensation Committee. None of the 2008 members of the Compensation
Committee nor any of our 2008 executive officers or directors had a relationship
that would constitute an interlocking relationship with executive officers and
directors of another entity.

STOCKHOLDER COMMUNICATIONS WITH DIRECTORS

You may communicate with our Board of Directors, or our committees, or any
individual director by writing to such persons c/o Herve Caen, Secretary, at 100
N. Crescent Drive Suite 324, Beverly Hills, California 90210.

Mr. Caen distributes communications to the Board of Directors or to any
individual director or directors, as appropriate, depending on the facts and
circumstances outlined in the communication. In that regard, the Board of
Directors has requested that certain items that are unrelated to the duties and
responsibilities of the Board of Directors should be excluded, such as the
following:

o junk mail and mass mailings,

o product complaints,

o product inquiries,

o new product suggestions,

o resumes and other forms of job inquiries,

o surveys, and

o business solicitations or advertisements.

In addition, material that is unduly hostile, threatening, illegal or similarly
unsuitable will be excluded, with the provision that any communication that is
excluded must be made available to any outside director upon request.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the
following Compensation Discussion and Analysis. Based on its review and
discussions with management, the Compensation Committee recommended to the Board
of Directors that the Compensation Discussion and Analysis be included in our
Proxy Statement for 2009.

THE COMPENSATION COMMITTEE

Michel Welter, Alberto Haddad and Xavier de Portal

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis describes the material
elements of compensation for our executive officer of Interplay identified in
the Summary Compensation Table (our "Named Executive Officer"). The Compensation
Committee of the Board of Directors (the "Committee") makes all decisions for
the total direct compensation -- that is, the base salary, annual bonus,
long-term equity compensation and perquisites -- of our officers, including the
Named Executive Officer.

OUR BUSINESS ENVIRONMENT

Our Mission. We are a publisher and licensor of interactive entertainment
software for both core gamers and the mass market. We are most widely known for
our titles in the action/arcade, adventure/role playing game (RPG), and
strategy/puzzle categories. We have produced and licensed titles for many of the
most popular interactive entertainment software platforms. We seek to publish or
license out interactive entertainment software titles that are, or have the
potential to become, franchise software titles that can be leveraged across
several releases and/or platforms, and have published or licensed many such
successful franchise titles to date. We are committed to developing and
delivering quality game experience for gamers around the world! As to our
officers and employees, our mission is to create an environment that is open,
honest and entrepreneurial, where each is challenged to reach his or her full
potential.

Our Values. Each of our employees is required to promote honest and ethical
conduct both within our organization and in our relations with customers or
business partners.

COMPENSATION PROGRAM OBJECTIVES AND REWARDS

Compensation Philosophy. In determining the compensation for an executive
officer, we have the following objectives:

o To attract and retain officers by maintaining competitive
compensation packages;

o To motivate officers to achieve and maintain superior
performance levels;

o To achieve a lean and flexible business model by rewarding
executives who are versatile and capable across multiple
business functions; and

o To support overall business objectives designed to increase
returns to our stockholders.

We measure the success of our compensation programs by the following:

o The overall performance of our business and the engagement of
our officers in improving performance;

o Our ability to attract and retain key talent; and

o The perception of employees that dedication, skill and focus
on success of the enterprise will be rewarded.

We generally seek to pay officers total compensation competitive with that paid
to officers of other companies of similar size in our industry.

All of the compensation and benefits for our officers serve the primary purpose
of attracting, retaining and motivating the highly talented individuals who
perform the work necessary for us to succeed in our mission while upholding our
values in a highly competitive marketplace. Beyond that, we design different
elements of compensation to promote individually tailored goals.

PERFORMANCE AGAINST OBJECTIVES

A substantial percentage of officer compensation, including for the Named
Executive Officer, depends on the officer's achievement of individual
objectives. We generally establish these objectives early in the fiscal year.
The Committee confers with the CEO to establish his objectives, and the
Committee also measures performance against objectives. For other officers, the
CEO confers with the executive then submits proposed objectives to the
Committee. In designing objectives, the Committee and the CEO seek to fulfill
our strategic plan while promoting the individual's professional development.
Objectives may include financial objectives, such as sales targets or cost
reduction, as well as qualitative factors such as leadership, management
development, and the quality of execution of business strategies that drive the
growth of our business. As soon as practicable after the end of the year,
supervisors measure performance against objectives. For officers, the CEO
conducts this evaluation and reports to the Committee.

ELEMENTS OF COMPENSATION

The elements of compensation that may be paid to our officers include base
salary and equity compensation.

Base Salaries. We generally negotiate base salaries at a level necessary to
attract and retain the talent we need to execute our plans. The Committee
considers such factors as its subjective assessment of the executive's scope of
responsibility, level of experience, individual performance, and past and
potential contribution to our business. From time to time the Committee will
seek market data compiled by compensation consultants, but generally does not
rely on such data.

The Committee determines base salaries for officers, including the Named
Executive Officer, early each year. For officers other than himself, the CEO
proposes any change in base salary based on:

o his evaluation of individual performance and expected future
contributions;

o the general development of our business;

o a review of survey data when deemed necessary, and

o comparison of the base salaries of the officers who report
directly to the CEO to provide for internal equity.

In May 2008 the Company reduced the base salary of Herve Caen, our CEO and
interim CFO, from $460,000 to $250,000 through May 15, 2009. Mr. Caen received
warrants as part of restructuring his compensatory arrangements in 2008.

Annual Cash Bonuses. The Committee has exclusive discretion to award bonuses to
our officers, including our Named Executive Officer, as an incentive for
employee productivity and effectiveness over the course of each fiscal year. The
CEO recommends executive bonuses to the Committee. The Committee decides based
on achievement of performance objectives and a subjective analysis of the
executive's level of responsibility. The Compensation Committee also considers
other types and amounts of compensation that may be paid to the executive.

The Committee determines bonuses in part based on our achievement of corporate
goals such as revenue and net income results versus the prior year and our
performance relative to our industry, as well as the performance of the
individual against preset personal objectives.

Bonuses to Named Executive Officer. Annual bonuses for executives and other key
employees are tied directly to the Company's financial performance as well as
individual performance. The purpose of annual cash bonuses is to reward
executives for achievements of corporate, financial and operational goals.
Annual cash bonuses are intended to reward the achievement of outstanding
performance. If certain objective and subjective performance goals are not met,
annual bonuses are reduced or not paid. No bonus was paid to any employee in
fiscal year 2007, including the Named Executive Officer.

Equity Compensation. The Committee believes that long-term equity incentive
awards serve to align the interests of the officers with the interests of our
stockholders. In 2008 we made awards of warrants and options to the Named
Executive Officer and our other board members as part of restructuring of
certain compensatory arrangements. During 2008, 2007 and 2006 the Company had a
single active stock plan in place for employees, officers and directors, our
1997 Plan. We do intend in the future to make awards under our stock plan for
employees, officers and directors.

The purpose of the 1997 Plan is to create an opportunity for executives and
other key employees to share in the enhancement of stockholder value through
stock options. The overall goal of this component of pay is to create a strong
link between our management and our stockholders through management stock
ownership and the achievement of specific corporate financial measures that
result in the appreciation of our share price. The Compensation Committee
generally has followed the practice of granting options on terms that provide
that the options become exercisable in installments over a two to five year
period. The Compensation Committee believes that this feature not only provides
an employee retention factor but also makes longer-term growth in share prices
important for those receiving options.

The Compensation Committee reviews the desirability of issuing stock options to
our officers in any given fiscal year to provide incentives in connection with
our corporate objectives. Stock options become valuable if the price of our
common stock rises after we grant the options. The Committee sets the exercise
price of a stock option on the date of grant at fair market value, which is
generally the closing price of our common stock on the over-the-counter market
bulletin board on that date. Under the 1997 Plan, we may not grant stock options
having an exercise price below fair market value of our common stock on the date
of grant. To encourage retention by providing a long-term incentive, the ability
to exercise an option may vest over a period of three or five years. We do not
backdate options or grant options retroactively.

Awards in 2008. During fiscal year 2008, the Board of Directors granted to the
Named Executive Officer 5,000,000 warrants to purchase the Company's common
stock at an immediately exercisable exercise price of $.175 per share. The
warrants were issued based upon a reduction of the named Executive Officer's
current salary.

The Board of Directors granted to the following Directors, Michel Welter and
Eric Caen, an aggregate of 400,000 options each to purchase the Company's common
stock at an immediately exercisable exercise price of $.175 per share. The
options were issued based upon the suspension of cash compensation through
September 2008.

Change in Control Arrangements. Options granted in 2008 to employees are subject
to change in control provisions under our 1997 plan. Warrants granted to the
Named Executive Officer in 2008 were immediately exercisable.

Perquisites. No perquisites are provided to our officers.

Benefits. Our officers, including the Named Executive Officer, participate in a
variety of health and welfare, and paid time-off benefits designed to enable us
to attract and retain our workforce in a competitive marketplace.

Policy under Section 162(m) of the Internal Revenue Code. We have not formulated
a policy for qualifying compensation paid to executive officers for
deductibility under Section 162(m) of the Internal Revenue Code, and do not
foresee the necessity of doing so in the near future. Should limitations on the
deductibility of compensation become a material issue, the Compensation
Committee will determine whether such a policy should be implemented, either in
general or with respect to specific transactions.

SUMMARY COMPENSATION

The following table summarizes the compensation of the Named Executive Officer
for the fiscal year ended December 31, 2008. The Named Executive Officer is the
Chief Executive Officer and Interim Chief Financial Officer. There are no other
executive officers of the Company.

STOCK OPTION ALL OTHER
SALARY BONUS AWARDS AWARDS COMPENSATION TOTAL
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($) ($)
- ------------------------------ -------- ----------- --------- -------- --------- ------------ ---------

Herve Caen ................... 2008 (1)(3) 331,483 -- -- -- 5,000 336,483

Herve Caen ................... 2007 (1)(2)(3) 565,000 -- -- -- 5,000 570,000

Herve Caen ................... 2006 (1)(4)(5) 407,500 -- -- -- 15,000 422,500
Chief Executive Officer and
Interim Chief Financial
Officer

- ----------
(1) In October 2006, our Compensation Committee approved a reduction in Mr.
Caen's annual base salary from $460,000 as Chief Executive Officer and
Interim Chief Financial Officer to $250,000 per annum through
September, 2007. Mr. Caen's annual base salary reverted to $460,000 as
of October 1, 2007. Mr. Caen received warrants and options as part of
restructuring his compensatory arrangements in 2006. In May 2008, our
Compensation Committee approved a reduction in Mr. Caen's annual base
salary from $460,000 as Chief Executive Officer and Interim Chief
Financial Officer to $250,000 per annum through May 2009. Mr. Caen
received warrants as part of restructuring his compensatory
arrangements in 2008.

(2) Of $565,000 paid during 2007, $302,000 was paid as compensation earned
in 2007, and $180,000 and $83,000 were paid respectively as
compensation earned but previously unpaid in 2006 and 2005.

(3) $5,000 was accrued as director's fees but was not paid.

(4) Of $407,500 accrued during 2006, only $249,167 was paid during 2006 to
Mr. Caen.

(5) $15,000 was accrued during 2006 as director's fees but was not paid.

GRANTS OF PLAN BASED AWARDS
FOR FISCAL YEAR ENDED
DECEMBER 31, 2008

The following table provides information on stock options and warrants
granted in 2008 to our Named Executive Officer. By providing the Grant Date Fair
Value of Awards in the table we do not imply any assurance that such values will
ever be realized.

ALL OTHER
ALL OTHER OPTION AND
STOCK AWARDS: WARRANT AWARDS: EXERCISE OR
NUMBER OF NUMBER OF BASE PRICE OF CLOSING GRANT DATE
SHARES OF SECURITIES OPTION AND PRICE ON FAIR VALUE
STOCK OR UNDERLYING WARRANT GRANT OF
GRANT APPROVAL UNITS OPTIONS AWARDS DATE AWARDS
NAME DATE DATE (#) (#) ($/SH) ($/SH) ($)
- ----------------------------------------------------------------------------------------------------------------

Herve Caen 5/20/2008 05/20/2008 -- 5,000,000 $.175 $.175 $144,000 (1)

- ----------
(1) Valued using the Black Scholes Model.

OUTSTANDING EQUITY AWARDS
AT FISCAL YEAR-ENDED
DECEMBER 31, 2008

The following table shows the number of shares covered by exercisable and
unexercisable options and warrants held by our Named Executive Officer on
December 31 2008. No other equity awards have been made to our Named Executive
Officer.

NUMBER OF NUMBER OF
SECURITIES SECURITIES
UNDERLYING UNDERLYING
UNEXERCISED UNEXERCISED OPTION OR OPTION OR
OPTIONS OR OPTIONS OR WARRANT WARRANT
WARRANTS WARRANTS EXERCISE EXPIRATION
EXERCISABLE UNEXERCISABLE PRICE ($) DATE
---------------------------------------------------------------

Herve Caen 5,000,000 -- (2) .175 05/20/2018

Herve Caen 2,120,000 -- (1)(2)(3)(4) .279 10/02/2016

- ----------
(1) 100% of the securities vested on October 2, 2006.

(2) Pricing was determined over an average closing price over ten days
subsequent to the resolution authorizing the issuance of the options
and warrants to the Named Executive Officer.

(3) The 6,100,000 warrants were issued to the officer to reduce his
compensation and to convert a portion of his unpaid compensation into a
conditional demand note. The 20,000 options were granted as directors'
fees.

(4) During 2008 Mr. Caen exercised 4,000,000 warrants (2,000,000 on
06/30/2008 and 2,000,000 on 12/08/2008).

OPTION EXERCISES AND STOCK VESTED AS OF
FISCAL YEAR-ENDED DECEMBER 31, 2008

The table below shows the number of shares of our common stock acquired by the
Named Executive Officer during 2008 on the exercise of options and warrants.

OPTION AWARDS
-------------------------------------
NUMBER OF SHARES VALUE REALIZED
ACQUIRED ON EXERCISE ON EXERCISE
NAME (#) ($)
- ----------------------- -------------------- --------------

Herve Caen ............ 4,000,000 $111,600

2008 DIRECTOR COMPENSATION

The chart below summarizes remuneration paid to non-employee directors during
2008 in the form of cash or stock option awards or warrants. The value shown for
stock options or warrants is the dollar amount we recognized for financial
statement reporting purposes in 2008 in accordance with FAS 123R.

FEES EARNED OR WARRANTS OR ALL OTHER
PAID IN CASH OPTION AWARDS COMPENSATION TOTAL
NAME ($) ($) ($) ($)
- ---------------------------------- -------------- -------------- -------------- --------------

Eric Caen ........................ 5,000 6,000 (2) -- 11,000
Michel Welter .................... 8,750 (1) 6,000 (2) -- 14,750
Alberto Haddad ................... 7,500 (1) -- -- 7,500
Xavier de Portal ................. 8,750 (1) -- -- 8,750

- ----------
(1) Included in the fees earned by Michel Welter and Xavier de Portal is
compensation for their services on the Audit, Compensation and
Independent Committees. Included in the fees earned by Alberto Haddad
is compensation for his services on the Compensation and Independent
Committees.

(2) Valued using the Black Scholes Model.

EMPLOYMENT AGREEMENTS

Mr. Herve Caen currently serves as our Chief Executive Officer and interim Chief
Financial Officer. We previously entered into an employment agreement with Mr.
Herve Caen for a term of three years through November 2002, pursuant to which he
currently serves as our Chairman of the Board of Directors and Chief Executive
Officer. The employment agreement provided for an annual base salary of $250,000
(subsequently increased to $460,000), with such annual raises as may be approved
by the Board of Directors, plus annual bonuses at the discretion of the Board of
Directors. In October 2006 the Company reduced the base salary of Mr. Caen from
$460,000 to $250,000 and as of October 1, 2007 his salary reverted to $460,000
per year. On May 2008, our Compensation Committee approved a reduction in Mr.
Caen's annual base salary from $460,000 as Chief Executive Officer and Interim
Chief Financial Officer to $250,000 per annum through May, 2009. Mr. Caen
received warrants as part of restructuring his compensatory arrangements in
2008. Mr. Caen is also entitled to participate in the incentive compensation and
other employee benefit plans established by us from time to time.

EQUITY COMPENSATION PLAN INFORMATION

WHENEVER WE USE A GENERAL STATEMENT TO INCORPORATE THIS PROXY STATEMENT BY
REFERENCE INTO ANOTHER OF OUR DOCUMENTS FILED WITH THE SEC, THE FOLLOWING TABLE
IS EXCLUDED. THE FOLLOWING TABLE WILL NOT BE DEEMED FILED UNDER THE SECURITIES
ACT OR THE EXCHANGE ACT UNLESS WE EXPLICITLY INCORPORATE IT BY REFERENCE IN SUCH
A FILING.

The following table summarizes information about the options and other equity
compensation under our equity plans as of the close of business on December 31,
2008.

NUMBER OF SECURITIES
REMAINING AVAILABLE
NUMBER OF SECURITIES FOR FUTURE ISSUANCE
TO BE ISSUED UPON UNDER EQUITY
EXERCISE OF COMPENSATION PLANS
OUTSTANDING OPTIONS, WEIGHTED AVERAGE (EXCLUDING SECURITIES
WARRANTS AND RIGHTS (#) EXERCISE PRICE ($) REFLECTED IN COLUMN (a))(#)
PLAN CATEGORY (a) (b) (c)
- ---------------------------- ------------------------ ------------------------ --------------------------

Equity Compensation Plans
Approved by Stockholders 3,160,000 (1) 0.074 6,840,000

Equity Compensation Plans
Not Approved by Stockholders 9,150,298 0.29 --
------------------------ ------------------------ ------------------------
TOTAL 12,310,298 6,840,000
======================== ========================

- ----------
(1) The Company has one stock option plan currently outstanding. Under the
1997 Stock Incentive Plan, as amended (the "1997 Plan"), the Company
may grant options to its employees, consultants and directors, which
generally vest from three to five years. At the Company's 2002 annual
stockholders' meeting, its stockholders voted to approve an amendment
to the 1997 Plan to increase the number of authorized shares of common
stock available for issuance under the 1997 Plan from four million to
10 million. The Company's Incentive Stock Option, Nonqualified Stock
Option and Restricted Stock Purchase Plan- 1991, as amended (the "1991
Plan"), and the Company's Incentive Stock Option and Nonqualified Stock
Option Plan-1994, as amended, (the "1994 Plan"), have been terminated.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Independent Committee currently consists of Mr. Welter, Mr. Haddad and Mr.
de Portal. The Independent Committee reviews Related Persons transactions (that
are not the subject of review by the Compensation Committee). The Independent
Committee did not meet during 2008 because the Company did not enter into any
Related Person transactions (other than those reviewed by the Compensation
Committee in 2008).

REVIEW OF RELATED PERSON TRANSACTIONS

The Board of Directors has adopted a written Related Person Transaction Policy,
which requires the approval of the Independent Committee for all covered
transactions (that are not the subject of review by the Compensation Committee).
The Policy applies to any transaction or series of transactions in which
Interplay or a subsidiary is a participant, and a "Related Person" as defined in
the Policy, including executive officers, directors and their immediate family
members, has a direct or indirect material interest. Under the Policy, all
Related Person Transactions must be submitted to the Independent Committee for
review, approval, ratification or other action. Based on its consideration of
all of the relevant facts and circumstances, and full disclosure of the Related
Person's interest in the transaction, the Independent Committee will decide
whether or not to approve the transaction and will approve only those
transactions that are in the best interests of the Company.

CODE OF ETHICS

We have adopted a Code of Ethics for all of our employees, including our
principal executive officer, principal financial officer, principal accounting
officer or controller and any person performing similar functions. The Code of
Ethics was filed as an exhibit to the Amendment No. 1 to the 10-K for the period
ended December 31, 2003.

REPORT OF THE AUDIT COMMITTEE

IN ANY OF OUR FILINGS UNDER THE SECURITIES ACT OR EXCHANGE ACT THAT INCORPORATE
THIS PROXY STATEMENT BY REFERENCE, THE REPORT OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS WILL BE CONSIDERED EXCLUDED FROM THE INCORPORATION BY
REFERENCE, AND IT WILL NOT BE DEEMED A PART OF ANY SUCH OTHER FILING UNLESS WE
EXPRESSLY STATE THAT THE REPORT IS SO INCORPORATED.

The Audit Committee of the Board of Directors is currently composed of one
director who is an independent director as defined under NASDAQ and SEC rules.
The Audit Committee operates under a written charter adopted by the Board of
Directors.

The Audit Committee oversees Interplay's financial reporting process on behalf
of the Board of Directors. Management is responsible for Interplay's financial
statements and the financial reporting process, including the system of internal
controls. The independent registered public accounting firm is responsible for
expressing an opinion on whether Interplay's financial statements fairly
present, in all material respects, Interplay's financial position and results of
operations and conform with generally accepted accounting principles. In
fulfilling its oversight responsibilities, the Audit Committee has reviewed and
discussed with management and the independent registered public accounting firm
the audited financial statements that have been included in our Annual Report on
Form 10-K for the year ended December 31, 2008.

The Audit Committee has discussed with the independent registered public
accounting firm the matters required to be discussed by Statement on Auditing
Standards No. 61, Communication with Audit Committees, as amended. In addition,
the Audit Committee has reviewed with the independent registered public
accounting firm their independence from Interplay and its management including
the written disclosures and the letter provided to the Audit Committee as
required by applicable requirements of the Public Company Accounting Oversight
Board for independent auditor communications with Audit Committees concerning
independence. The Audit Committee reviewed and discussed Company policies with
respect to risk assessment and risk management.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors, and the Board of Directors has approved,
the inclusion of the audited financial statements in the Annual Report on Form
10-K for the 2008 fiscal year for filing with the SEC. The Audit Committee has
recommended and the Board of Directors has approved and authorized engagement of
Jeffrey S. Gilbert C.P.A. as our independent registered public accounting firm
for the fiscal year ending December 31, 2009.

The Audit Committee

Michel Welter
Xavier de Portal

Dated May 20, 2009

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table summarizes the aggregate fees for professional services
provided by Jeffrey S. Gilbert C.P.A. related to fiscal 2006, 2007 and fiscal
2008:

2006 2007 2008
------- ------- -------
Audit Fees (1) ..................... $59,000 $62,000 $63,000
Audit-related Fees (2) ............. 4,500 -- --
Tax-related Fees (3) ............... 14,500 8,000 8,000

- ----------
(1) Both 2006, 2007 and 2008 Audit Fees include: (i) the audit of our
consolidated financial statements included in our Form 10-K and
services attendant to, or required by, statute or regulation; (ii)
reviews of the interim condensed consolidated financial statements
included in our quarterly reports on Form 10-Q for 2008 ; (iii) other
services related to SEC fillings; and (iv) associated expense
reimbursements.

(2) Audit-related Fees for 2006 include the fees for the audit of our
employee benefit plan. The plan has been terminated.

(3) Tax related fees were for tax preparation for Federal and California
Franchise tax returns for the tax year 2006, 2007 and 2008. 200

The Audit Committee administers Interplay's engagement of Jeffrey S. Gilbert
C.P.A. and pre-approves all audit and permissible non-audit services on a
case-by-case basis. In approving non-audit services, the Audit Committee
considers whether the engagement could compromise the independence of Jeffrey S.
Gilbert C.P.A. and whether, for reasons of efficiency or convenience, it is in
the best interest of Interplay to engage its independent registered public
accounting firm to perform the services. The Audit Committee has determined that
performance by Jeffrey S. Gilbert C.P.A. of the non-audit services related to
the fees shown in the table above did not affect that firm's independence.

Prior to engagement, the Audit Committee pre-approves all independent auditor
services, and the Audit Committee pre-approved all fees and services of Jeffrey
S. Gilbert C.P.A., for work done in 2006, 2007 and 2008. The fees are budgeted
and the Audit Committee requires the independent auditor and management to
report actual fees versus the budget periodically throughout the year by
category of service. During the year, circumstances may arise when it may become
necessary to engage the independent registered public accounting firm for
additional services not contemplated in the original pre-approval categories. In
those instances, the Audit Committee requires specific pre-approval before
engaging the independent registered public accounting firm.

The Company expects Jeffrey S. Gilbert C.P.A. to be present at the Annual
Meeting, where he will have an opportunity to make a statement if he desires to
do so, and will be available to respond to appropriate questions.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table shows, as of April 30, 2009, information concerning the
shares of common stock beneficially owned by each person known by Interplay to
be the beneficial owner of more than 5% of our Common Stock (other than
directors, executive officers and depositaries). This information is based on
publicly available information filed with the SEC as of the April 30, 2009.

Financial Planning and Development S.A. ("FPD") controls a majority of our
voting stock and can elect a majority of our Board of Directors and prevent an
acquisition of us that is favorable to our other stockholders. Alternatively,
FPD can also cause a sale of control of our Company that may not be favorable to
our other stockholders.

SHARES BENEFICIALLY OWNED
-----------------------------------------------------
SHARES SUBJECT TO
WARRANTS OR OPTIONS
EXERCISABLE
SHARES OF COMMON ON OR BEFORE PERCENT OF
NAME AND ADDRESS STOCK OWNED (1) APRIL 30, 2009 (2) TOTAL CLASS (3)
- --------------------------------------- ------------------------------------------------------------------

Financial Planning and Development S.A. 58,426,293 400,000 58,826,293 51.7%
38 Avenue Du X Septembre
L-2550
Luxembourg

Austin W. Marxe and David M. Greenhouse
537 Madison Avenue, Suite 2600
New York, NY 10022 9,570,000 (5) -- 9,570,000 8.48%

Frederic Chesnais
350 East 82nd Street Apt 15D
New York, NY 10028 5,454,967 (4) 2,077,483 7,532,450 6.6%

- ----------
(1) Pursuant to Rule 13d-3(a), includes all shares of common stock over
which the listed person has, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise,
voting power, which includes the power to vote, or to direct the voting
of, the shares, or investment power, which includes the power to
dispose, or to direct the disposition of, the shares. Interplay
believes that each individual or entity named has sole investment and
voting power with respect to shares of Common Stock indicated as
beneficially owned by it, where applicable, except where otherwise
noted. Restricted shares are listed even when unvested and subject to
forfeiture because the holder has the power to vote the shares.

(2) In accordance with Rule 13d-3(d)(1) under the Securities Exchange Act
of 1934, each listed person is deemed Ihe beneficial owner of shares
that the person has a right to acquire by exercise of a vested warrant
or tption or other right within 60 days.

(3) Based on 113,595,268 shares of common stock outstanding as of April 30,
2009. Under Rule 13d-3 of the Securities Exchange Act of 1934, certain
shares may be deemed to be beneficially owned by more than one person
(if, for example, a person shares the power to vote or the power to
dispose of the shares). As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily
reflect the person's actual ownership or voting power with respect to
the number of shares of Common Stock actually outstanding at April 30,
2009.

(4) All of Mr. Chesnais' shares are held by Microprose LLC, of which Mr.
Chesnais is the managing director. A warrant to purchase 1,667,483
shares of common stock is also held by Microprose LLC, and a warrant to
purchase 400,000 shares of common stock is held by Interactive Game
Group, LLC, of which Mr. Chesnais is the managing director. This
information is based on a schedule 13G filed on April 03, 2009.

(5) Mr. Marxe and Mr. Greenhouse share sole voting and investment power
over 1,800,000 common shares owned by Special Situations Cayman Fund,
L.P., 4,960,000 common shares owned by Special Situations Fund III QP,
L.P., 2,500,000 common shares owned by Special Situations Private
Equity Fund, L.P., 50,000 common shares owned by Special Situations
Technology Fund, L.P., and 260,000 common shares owned by Special
Situations Technology Fund II, L.P. This information is based on a
schedule 13G filed on February 21, 2007, and a letter to the Company
dated March 5, 2009.

The following table shows, as of April 30, 2009, information with respect to the
shares of Common Stock beneficially owned by (1) each director and director
nominee, (2) each person (other than a person who is also a director or a
director nominee) who is an executive officer named in the Summary Compensation
Table below, and (3) all executive officers and directors as a group.

SHARES BENEFICIALLY OWNED
-----------------------------------------------------
SHARES SUBJECT TO
WARRANTS OR OPTIONS
EXERCISABLE
SHARES OF COMMON ON OR BEFORE PERCENT OF
NAME (1) STOCK OWNED (2) APRIL 30, 2009 (3) TOTAL CLASS (4)
- ------------------------------------ -------------------------------------------------------------------

Herve Caen ** (5) 6,171,827 7,120,000 13,291,827 11.70%
Eric Caen ** 0 570,000 570,000 *
Michel Welter ** 40,000 640,000 680,000 *
Alberto Haddad *** 0 0 0 *
Xavier de Portal *** 0 0 0 *
All current directors and executive
officers as a group 6,211,827 8,330,0000 14,541,827 12.80%

* Less than 1%.

** Current Director

*** Director nominee

- ----------
(1) The business address of each person named is c/o Interplay
Entertainment Corp., 100 N. Crescent Drive Suite 324, and Beverly
Hills, California 90210.

(2) Pursuant to Rule 13d-3(a), includes all shares of common stock over
which the listed person has, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise,
voting power, which includes the power to vote, or to direct the voting
of, the shares, or investment power, which includes the power to
dispose, or to direct the disposition of, the shares. Interplay
believes that each individual or entity named has sole investment and
voting power with respect to shares of Common Stock indicated as
beneficially owned by him or her, subject to community property laws,
where applicable, except where otherwise noted. Restricted shares are
listed even when unvested and subject to forfeiture because the holder
has the power to vote the shares.

(3) In accordance with Rule 13d-3(d)(1) under the Securities Exchange Act
of 1934, each listed person is deemed the beneficial owner of shares
that the person has a right to acquire by exercise of a vested warrant
or option or other right within 60 days.

(4) Based on 113,595,268 shares of Common Stock outstanding on the stock
records as of April 30, 2009. The percentages are calculated in
accordance with Rule 13d-3(d) (1), which provides that shares not
outstanding that are subject to options, warrants, rights or conversion
privileges exercisable within 60 days are deemed outstanding for the
purpose of calculating the number and percentage that each person owns,
but not deemed outstanding for the purpose of calculating the
percentage that any other listed person owns.

(5) Following transfer of 6,509,479 million shares to Ms. Solange Gauyacq,
Mr. Herve Caen's former spouse, pursuant to a judgment on April 10,
2009 in their divorce.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers, directors, and persons who own more than 10% of a registered
class of our equity securities to file reports of ownership and changes in
ownership with the SEC. Executive officers, directors and greater than 10%
stockholders are required by SEC rules and regulations to furnish us with all
Section 16(a) forms they file. Based solely on our review of the copies of the
forms received by us and representations from certain reporting persons that
they have complied with the relevant filing requirements, we believe that,
during the year ended December 31, 2008, all our executive officers, directors
and greater than 10% stockholders complied with all Section 16(a) filing
requirements, except for Financial Planning and Development S.A. with respect to
its holding of 51.7% of the Company's Common Stock.

STOCKHOLDER PROPOSALS

Any stockholder who intends to present a proposal at the 2010 Annual Meeting of
Stockholders for inclusion in our Proxy Statement and Proxy form relating to
such Annual Meeting must submit such proposal to us at our principal executive
offices by January 20, 2010. In addition, in the event a stockholder proposal is
not received by us by January 20, 2010, the Proxy to be solicited by the Board
of Directors for the 2010 Annual Meeting will confer discretionary authority on
the holders of the Proxy to vote the shares if the proposal is presented at the
2009 Annual Meeting without any discussion of the proposal in the Proxy
Statement for such meeting.

SEC rules and regulations provide that if the date of our 2010 Annual Meeting is
advanced or delayed more than 30 days from the date of the 2009 Annual Meeting,
stockholder proposals intended to be included in the proxy materials for the
2009 Annual Meeting must be received by us within a reasonable time before we
begin to print and mail the proxy materials for the 2010 Annual Meeting. Upon
determination by us that the date of the 2010 Annual Meeting will be advanced or
delayed by more than 30 days from the date of the 2009 Annual Meeting, we will
disclose such change in the earliest possible Quarterly Report on Form 10-Q.

SOLICITATION OF PROXIES

It is expected that the solicitation of Proxies will be by mail. We will
reimburse brokerage firms and other persons representing beneficial owners of
shares for their reasonable disbursements in forwarding solicitation material to
such beneficial owners. Proxies may also be solicited by certain of our
directors and officers, without additional compensation, personally or by mail,
telephone, telegram or otherwise.

ANNUAL REPORT ON FORM 10-K

A copy of Interplay's Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 (excluding exhibits), as filed with the SEC, accompanies this
Proxy Statement, but it is not deemed to be a part of the proxy soliciting
material. The Form 10-K contains consolidated financial statements of Interplay
and its subsidiaries and the reports of Jeffrey S. Gilbert C.P.A, Interplay's
independent registered public accounting firm.

WE WILL PROVIDE TO ANY BENEFICIAL OWNER OF INTERPLAY'S COMMON STOCK AS OF THE
RECORD DATE A COPY OF THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31 2008, WITHOUT CHARGE, IF THE BENEFICIAL OWNER SUBMITS A WRITTEN
REQUEST TO INTERPLAY ENTERTAINMENT CORP., C/O HERVE CAEN, CHIEF EXECUTIVE
OFFICER AND INTERIM CHIEF FINANCIAL OFFICER, 100 N. CRESCENT DRIVE SUITE 324,
BEVERLY HILLS, CALIFORNIA 90210. Exhibits to the Form 10-K will be provided on
written request of any beneficial owner, subject to reimbursement of Interplay's
reasonable expenses. Exhibits are available at no charge on the SEC's website,
WWW.SEC.GOV.

STOCKHOLDERS ARE URGED IMMEDIATELY TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT IN THE ENVELOPE PROVIDED, TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES, OR VOTE BY TELEPHONE OR THE INTERNET AS INSTRUCTED
ON THE PROXY OR THE NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. YOU CAN REVOKE YOUR PROXY AT ANY
TIME BEFORE IT IS VOTED.

By Order of the Board of Directors,

INTERPLAY ENTERTAINMENT CORP.

Herve Caen,
Secretary
Beverly Hills, California
May 20, 2009

INTERPLAY ENTERTAINMENT CORP.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, a stockholder of INTERPLAY ENTERTAINMENT CORP., a
Delaware corporation (the "Company"), hereby nominates, constitutes and appoints
Herve Caen as proxy of the undersigned with full power of substitution, to
attend, vote and act for the undersigned at the Annual Meeting of Stockholders
of the Company, to be held on June 30 , 2009, and any postponements or
adjournments thereof, and in connection therewith, to vote and represent all of
the shares of the Company which the undersigned would be entitled to vote with
the same effect as if the undersigned were present, as follows:

A VOTE FOR ALL PROPOSALS IS RECOMMENDED BY THE BOARD OF DIRECTORS:

Proposal 1. To elect the Board of Directors' five nominees as directors:

Herve Caen Xavier de Portal
Eric Caen
Michel Welter
Alberto Haddad

|_| FOR ALL NOMINEES LISTED ABOVE (except as marked to the
contrary below)

|_| WITHHELD for all nominees listed above

(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below:)

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

The undersigned hereby confer(s) upon the proxies, and each of them,
discretionary authority with respect to the election of directors in
the event that any of the above nominees is unable or unwilling to
serve.

The undersigned hereby revokes any other proxy to vote at the Annual
Meeting, and hereby ratifies and confirms all that said attorneys and proxies,
and each of them, may lawfully do by virtue hereof. With respect to matters not
known at the time of the solicitation hereof, said proxies are authorized to
vote in accordance with their best judgment.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH
ABOVE OR, TO THE EXTENT NO CONTRARY DIRECTION IS INDICATED, WILL BE TREATED AS A
GRANT OF AUTHORITY TO VOTE FOR ALL PROPOSALS. IF ANY OTHER BUSINESS IS PRESENTED
AT THE ANNUAL MEETING, THIS PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE PROXIES.

The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting and accompanying Proxy Statement dated May 20, 2009 or the Notice of
Internet Availability relating to the Annual Meeting.

Dated: , 2009
------------------------------

Signature:
---------------------------------

Signature:
---------------------------------
Signature(s) of Stockholder(s)
(See Instructions Below)

The Signature(s) hereon should correspond
exactly with the name(s) of the
Stockholder(s) appearing on the Share
Certificate. If stock is held jointly, all
joint owners should sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as such.
If signer is a corporation, please sign the
full corporation name, and give title of
signing officer.

|_| Please indicate by checking this box if
you anticipate attending the Annual Meeting.

IF VOTING BY MAIL, PLEASE MARK, SIGN, AND DATE AND
RETURN THE PROXY CARD PROMPTLY.