Exhibit 10.2



                                                    April 14, 2004


Dear Gary:

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

        Term:                    Two years

        Start Date:              April 14, 2004

        Title:                   Global Chief Operating Officer

        Reporting:               Interim Chief Executive Officer

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

        Equity:                  145,000 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 25,000
                                 shares on October 14, 2004; 60,000
                                 shares on April 14, 2005; and 60,000
                                 shares on April 14, 2006).

                                 Grant of 20,000 shares of restricted
                                 common stock (vesting 10,000 shares
                                 on April 14, 2005 and 10,000 shares
                                 on April 14, 2006).

        Relocation               Reimbursement of moving expenses to and from
        Allowance:               New York (not to exceed $50,000 for each move),
                                 interim housing allowance and payment of rent
                                 during the term.

        Bonus:                   Annual bonus of up to $600,000 based
                                 on mutually agreeable quantitative
                                 and qualitative performance targets,
                                 of which $150,000 is payable November
                                 1, 2004. Signing bonus of $500,000,
                                 of which $250,000 is payable upon the
                                 execution of this agreement and
                                 $250,000 is payable November 1, 2004.


        Car Allowance:           $1,300 per month.

        Benefits:                All benefits offered by T2 to executives of
                                 similar status, including 401(k) and Health
                                 Insurance for you and your family. You shall
                                 be entitled to maintain your UK pension
                                 benefits. You and your family will be
                                 entitled to be reimbursed for travel
                                 expenses (Business Class) to the United
                                 Kingdom at least three times a year.

        Termination:             You shall be entitled to salary, bonus (if
                                 earned) and benefits for a period of
                                 eighteen months following the date of the
                                 termination of your employment without cause
                                 or upon a change of control or if you
                                 terminate your employment for good reason
                                 (i.e., a substantial and material diminution
                                 in your responsibilities, duties, reporting
                                 relationship or position) (in the case of a
                                 change of control, you will be entitled to a
                                 lump-sum payment), and in any such event all
                                 of your shares of restricted stock and
                                 options shall vest immediately.

        Reviews:                 Performance review on an annual basis.

        Vacation:                Five weeks.


         We will prepare a mutually acceptable employment agreement to reflect
the foregoing, which will contain customary provisions for an agreement of this
type (including mutually acceptable termination, confidentiality,
non-competition and non-solicitation provisions). Such agreement shall also
provide that T2 will make available to you a qualified tax advisor. In this
regard, the parties also agree to continue to negotiate in good faith whether
notice provisions are applicable and whether you shall become an employee of T2
or Take-Two Europe (although it is the current intention of the parties as
evidenced by this agreement that you will continue to be employed directly by T2
and that any employment agreement relating to your employment will be governed
under New York law). Until the execution of such agreement, the terms of this
agreement shall serve as the entire agreement between the parties. Upon the
execution of this agreement, all prior agreements and understandings between us
(including without limitation, your current employment agreement dated March 12,
2002 with Take-Two Europe) shall terminate.



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         We understand that you have agreed to make a commitment of at least
six-months to remain in the employ of T2 as Global COO. Accordingly, as a
further inducement for you to enter into this agreement, in the event that you
voluntarily terminate your employment with T2 after October 14, 2004, you may
return to your current position with Take-Two Europe under the terms and
conditions of a mutually satisfactory long-form employment agreement to be
governed under the laws of the United Kingdom. In such event, 30,000 options
shall vest and become immediately exercisable, in addition to the 25,000 options
that vest on October 14, 2004 (provided that the balance of the unvested options
and any unvested restricted stock shall lapse) and you will be entitled to an
additional $100,000 of annual salary and an annual option grant of 30,000 shares
under the terms of such long-form employment agreement.

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



                                    Sincerely,

                                    /s/ Richard Roedel
                                    ------------------
                                    Richard Roedel
                                    Chairman and Interim Chief Executive Officer




AGREED and ACCEPTED:

/s/ Gary Lewis
--------------
Gary Lewis



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