Exhibit 10.1

                                                    April 14, 2004


Dear Paul:

         Further to our conversations, I am pleased to confirm the principal
terms of your employment with Take-Two Interactive Software, Inc. ("T2"):

        Term:                    Three years

        Start Date:              April 14, 2004

        Title:                   President and Director

        Reporting:               Chairman and Interim Chief Executive Officer

        Salary:                  $600,000 per annum, payable bi-weekly in
                                 accordance with T2's normal payroll practices.

        Equity:                  300,000 non-plan options at an exercise price
                                 equal to the closing price of T2's Common
                                 Stock as reported by Nasdaq on April 14,
                                 2004 (vesting as to the initial 50,000
                                 shares six months after April 14, 2004 and
                                 the balance of the shares vesting in 50,000
                                 share lots every six months). T2 shall
                                 register the shares underlying the options
                                 under the Securities Act of 1933.

        Bonus:                   Quarterly bonus of $50,000 commencing with the
                                 quarter ended July 31, 2004; provided that
                                 T2 achieves its revenue and net income
                                 forecasts. In addition, signing bonus of
                                 $150,000.

        Car Allowance:           $1,000 per month.

        Benefits:                All benefits offered by T2 to executives of
                                 similar status, including 401(k) and Health
                                 Insurance. T2 shall pay the premiums on your
                                 life insurance in the amount of $1 million.



        Termination:             Termination provisions substantially similar to
                                 those set forth under Employment Agreement
                                 dated July 2000 (the "Old Agreement").

        Reviews:                 Performance review on an annual basis.

        Vacation:                Four weeks.


         We will prepare a mutually acceptable employment agreement to reflect
the foregoing, which will contain provisions no less favorable to Employee than
as set forth in the Old Agreement. Until such agreement is executed and
delivered, this agreement shall be binding between the parties. Upon the
execution of this agreement, the Separation Agreement dated June 4, 2003 shall
automatically terminate (except for provisions of Section 6 of the Separation
Agreement which shall survive such termination).

         Paul, we look forward to you joining the Take-Two team.


                                                        Sincerely,

                                                        /s/ Richard Roedel
                                                        ------------------
                                                        Richard Roedel
                                                        Chairman and Interim CEO

AGREED and ACCEPTED:

/s/ Paul Eibeler
----------------
Paul Eibeler



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