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                                                                    EXHIBIT 10.7


         Amendment No. 1 to Employment Agreement dated as of February 15, 2001
(the "Agreement") between Take-Two Interactive Software, Inc. (the "Employer")
and Kelly G. Sumner ("Employee").

         WHEREAS, the Employer and Employee desire to amend the terms of the
Agreement.

         NOW, THEREFORE, in consideration of their mutual promises, the Employer
and Employee hereby agree as follows:

         1. Section 1 of the Agreement is hereby amended to extend the Initial
Term of the Agreement until December 31, 2005.

         2. The first sentence of Section 2(a) of the Agreement is hereby
amended to read as follows:

                  "Employee shall resign as a director of Employer effective
         immediately, and shall resign as a Chief Executive Officer of Employer
         effective January 2, 2003. Effective January 2, 2003 and during the
         term of the Agreement, the Employee shall have the duties and
         responsibilities of President of Gathering of Developers, Inc.
         ("Gathering"), a wholly owned subsidiary of Employer, reporting
         directly to the Chief Executive Officer of Employer. Employee shall be
         responsible for Employer's PC operations."

         3. Section 3(a) of the Agreement is hereby amended by substituting
$625,000 for $525,000. This amendment shall be effective January 2, 2003.

         4. Section 3(c) of the Agreement is hereby amended to read as follows:

                  "The Employee shall be paid quarterly a cash bonus of $37,500
         in respect of each fiscal quarter during the fiscal year ending October
         31, 2003; provided that Employer achieves its forecasted quarterly
         operating plans submitted to the Board for any such fiscal quarter.
         Thereafter, the Employee shall be paid a cash bonus equal to a mutually
         agreed upon percentage of Gathering's pre-tax profit in respect of each
         fiscal quarter determined in accordance with generally accepted
         accounting principles consistent with past practice. In addition,
         Employee shall be paid a bonus of $2 million in the event that
         Gathering achieves (i) $225 million of net sales in the aggregate
         during any period of four consecutive fiscal quarters and (ii) $33.75
         million of pre-tax operating profit in the aggregate during the same
         period, in each case determined in accordance with generally accepted
         accounting principles consistent with past practice."

         5. Section 3(g) is added to the Agreement to read as follows: "Employer
shall pay Employee a cash bonus of $1.6 million of which $800,000 shall be
payable on January 2, 2003 and the balance payable in twelve (12) equal monthly
installments of $66,666 provided that Employee has not voluntarily terminated
his employment before any such bonus is payable."

         6. Section 3(h) is added to the Agreement to read as follows:
"Effective as of November 13, 2002, Employee has received five-year options to
purchase 100,000 shares of Common Stock under the Employer's 2002 Stock Option
Plan at an exercise price of $26.06 (vesting as to one-third of the shares
covered thereby on the first, second and third anniversaries of the date of
grant)."

         7. Section 6(c) of the Agreement is hereby amended to add the words
"and bonus (but not less than $150,000)" after the word "Salary" in the last
sentence.

         All other terms and provisions of the Agreement remain unchanged in
full force and effect.

Dated:  November 18, 2002           TAKE-TWO INTERACTIVE SOFTWARE, INC.


                                                     By:/s/Ryan A. Brant
                                                     Name: Ryan A. Brant
                                                     Title: Chairman


                                                     /s/ Kelly G. Sumner
                                                     Kelly G. Sumner