EMPLOYMENT
        AGREEMENT

      


      AGREEMENT
        dated as February 28, 2007 between Take-Two Interactive Software, Inc., a
        Delaware corporation (the "Employer" or the "Company"), and Seth Krauss (the
        "Employee").

      


      W
        I T
        N E S S E T H
        :

       

      WHEREAS,
        the Employer desires to employ the Employee as its General Counsel and to
        be
        assured of his services as such on the terms and conditions hereinafter set
        forth; and

      


      WHEREAS,
        the Employee is willing to accept such employment on such terms and conditions;
        

      


      NOW,
        THEREFORE, in consideration of the mutual covenants and agreements hereinafter
        set forth, and intending to be legally bound hereby, the Employer and the
        Employee hereby agree as follows:

      


      1.
        Term.
        Employer hereby agrees to employ Employee, and Employee hereby agrees to
        serve
        Employer for a three-year period commencing effective as of March 12, 2007
        (the
        "Effective Date") (such period being herein referred to as the "Initial Term,"
        and any year commencing on the Effective Date or any anniversary of the
        Effective Date being hereinafter referred to as an "Employment Year"). After
        the
        Initial Term, this Agreement shall be renewable automatically for successive
        one
        year periods (each such period being referred to as a "Renewal Term" and
        together with the Initial Term referred to as “the Term”), unless, at least
        sixty (60) days prior to the expiration of the Initial Term or any Renewal
        Term,
        either the Employee or the Employer give written notice that employment will
        not
        be renewed. 

      


      2.
        Employee
        Duties.

      


      (a) During
        the term of this Agreement, the Employee shall serve as Executive Vice President
        and General Counsel and have the duties and responsibilities customarily
        associated with these positions in a company the size and nature of the Company.
        Employee shall report directly to the Chief Executive Officer of Employer
        and
        the Board of Directors of the Employer (the "Board"). 

      


      (b) The
        Employee shall devote substantially all of his business time, attention,
        knowledge and skills faithfully, diligently and to the best of his ability,
        in
        furtherance of the business and activities of the Company. The principal
        place
        of performance by the Employee of his duties hereunder shall be the Company's
        principal executive offices in New York, although the Employee may be required
        to travel outside of the area where the Company's principal executive offices
        are located in connection with the business of the Company.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3. Compensation.

      


      (a) During
        the Term, the Employer shall pay the Employee a salary (the "Salary") at
        a rate
        of $365,000 per annum in respect of each Employment Year, payable in equal
        installments semi-monthly, or at such other times as may mutually be agreed
        upon
        between the Employer and the Employee. Such Salary shall be subject to an
        annual
        review by the Board and may be increased from time to time at the discretion
        of
        the Board.

      


      (b) The
        Employee shall be entitled to a one-time signing bonus of $50,000, payable
        on
        the first business day of the third full month following the Effective Date.
        The
        Employee shall also be entitled to receive a cash bonus (“Bonus”), with a target
        payment of 50% of Employee’s Salary in respect of each fiscal year (such bonus
        to be pro-rated to the extent a fiscal year incorporates only part of an
        Employment Year) during the term of this Agreement, based upon reasonable
        and
        appropriate quantitative and qualitative performance targets for each fiscal
        year to be mutually agreed upon in good faith by the Employee and the Employer.
        The actual bonus may be less than the target payment based upon the reasonable
        assessment of the Employee’s performance against the mutually agreed targets and
        the results of operations of the Employer.

      


      (c) The
        Employee shall receive non-qualified options to purchase 100,000 shares of
        the
        Company’s common stock (the “Options”), to be granted on the first business day
        of the first full calendar month following the Effective Date (the “Grant
        Date”). The Options shall (i) have an exercise price per share equal to the
        closing price of the Company’s common stock on Nasdaq on the Grant Date, (ii)
        vest as to one-third of such shares on each of the first, second and third
        anniversaries of the Grant Date, (iii) be issued under and subject to the
        Employer’s 2002 Stock Option Plan, as amended, and (iv) be subject to the
        provisions of Section 6(c) of this Agreement. 

      


      (d) The
        Employee shall be entitled to receive 25,000 shares of restricted common
        stock
        of the Company (the “Shares”) under the Company’s Incentive Stock Plan, as
        amended, vesting as to one-third of such shares on each of the first, second
        and
        third anniversaries of the date of grant (as determined in the immediately
        succeeding sentence), subject to the provisions of Section 6(c) of this
        Agreement. The Shares shall be granted upon the last to occur of (i) the
        approval by the Company’s stockholders of an amendment to the Company’s
        Incentive Stock Plan increasing the number of shares authorized to be issued
        thereunder by at least 1,000,000 shares or (ii) the Grant Date. If the approval
        date referred to in clause (i) of the immediately preceding sentence does
        not
        occur prior to the first, second or third anniversaries of the Grant Date,
        as
        the case may be, Employee shall be paid an amount in cash equal to the value
        of
        the shares that would have vested on such anniversary date if the shares
        had
        been granted on the Grant Date. 

      


      (e) During
        the term of this Agreement, the Employee shall be entitled to receive a car
        allowance in an amount of up to $1,000 per month.

       

      
        
          
          

        

        
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      (f) In
        addition to the foregoing, the Employee shall be entitled to such other cash
        bonuses and such other compensation in the form of stock, stock options or
        other
        property or rights as may from time to time be awarded to him by the Board
        during or in respect of his employment hereunder.

      


      4.
        Benefits.

      


      (a) During
        the term of this Agreement, the Employee shall have the right to receive
        or
        participate in all benefits and plans which the Company may from time to
        time
        institute during such period for its executive officers and for its employees
        in
        general and for which the Employee is eligible. Nothing paid to the Employee
        under any plan or arrangement presently in effect or made available in the
        future shall be deemed to be in lieu of the salary or any other obligation
        payable to the Employee pursuant to this Agreement. 

      


      (b) During
        the term of this Agreement, the Employee will be entitled to the number of
        paid
        holidays, personal days off, vacation days and sick leave days in each calendar
        year as are determined by the Company from time to time (provided that in
        no
        event shall vacation time be fewer than four weeks per year). Such vacation
        may
        be taken in the Employee's discretion with the prior approval of the Employer,
        and at such time or times as are not inconsistent with the reasonable business
        needs of the Company.

      


      5.
        Travel
        Expenses.
        All
        travel and other expenses incident to the rendering of services reasonably
        incurred on behalf of the Employer by the Employee during the term of this
        Agreement shall be paid by the Employer. If any such expenses are paid in
        the
        first instance by the Employee, the Employer shall reimburse him therefor
        on
        presentation of appropriate receipts for any such expenses. All travel and
        lodging arrangements shall be made in accordance with Employer’s regular
        policies. 

      


      6.
        Termination.
        Notwithstanding the provisions of Section 1 hereof, the Employee's employment
        with the Employer may be earlier terminated as follows:

      


      (a) By
        action
        taken by the Board, the Employee may be discharged for Cause (as herein-after
        defined), effective as of such time as the Board shall determine. Upon discharge
        of the Employee pursuant to this Section 6(a), the Employer shall have no
        further obligation or duties to the Employee, except for payment of Salary
        through the effective date of termination, and the Employee shall have no
        further obliga-tions or duties to the Employer, except as provided in Section
        7.


      


      (b) In
        the
        event of (i) the death of the Employee or (ii) by action of the Board and
        the
        inability of the Employee, by reason of physical or mental disability, to
        continue substantially to perform his duties hereunder for a period of 180
        consecutive days, during which 180 day period Salary and any other benefits
        hereunder shall not be suspended or diminished. Upon any termination of the
        Employee's employment under this Section 6(b), the Employer shall have no
        further obligations or duties to the Employee, except as provided in Section
        8(g). 


      
        
          
          

        

        
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      (c) In
        the
        event that Employee's employment with the Employer is terminated by action
        taken
        by the Company without Cause (other than in accordance with Section 6(b)
        above),
        then the Employer shall have no further obligation or duties to Employee,
        except
        for payment of the amounts described in this Section 6(c) and as provided
        in
        Section 8(g), and Employee shall have no further obligations or duties to
        the
        Employer, except as provided in Section 7. In the event of such termination,
        the
        Employer shall continue to pay Salary to the Employee at the rate then in
        effect
        for a period of twelve (12) months from the date of termination; provided,
        however, if such termination occurs prior to the second anniversary of the
        Effective Date, such twelve (12) month period shall be extended to twenty-four
        (24) months. In the event of such termination without Cause, all outstanding
        options and shares of restricted stock granted to the Employee which have
        not
        vested as of the date of such termination shall vest and, as applicable,
        become
        immediately exercisable. Notwithstanding the foregoing, if such termination
        without Cause occurs upon or within six months following a Change in Control
        (as
        defined herein), (i) the Employer shall continue to pay Salary to Employee
        at
        the rate then in effect for a period of eighteen (18) months following such
        termination (which eighteen (18) month period shall be extended to twenty-four
        (24) months in the event such termination occurs prior to the second anniversary
        of the Effective Date) and (ii) all outstanding options and shares of restricted
        stock granted to the Employee by the Company which have not vested as of
        the
        date of such termination shall vest and become immediately exercisable, as
        applicable.    

      


      (d) For
        purposes of this Agreement, Employee shall be deemed to have been terminated
        by
        the Employer without Cause if (i) the Employer terminates his employment
        for any
        reason other than in accordance with Sections 6(a) or 6(b) above or (ii)
        after a
        material breach of this Agreement by the Employer or a material diminution
        in
        Employee’s title, status, position or responsibilities, the Employee provides
        Employer with at least thirty (30) days prior written notice specifying the
        grounds for such material breach or material diminution and the Employer
        fails
        to cure such grounds within such thirty (30) day period.

      


      (e)  For
        purposes of this Agreement, the Company shall have "Cause" to terminate the
        Employee's employment under this Agreement upon (i) the continued failure
        by the
        Employee to substantially perform his duties under this Agreement after receipt
        of notice from the Company requesting such performance, (ii) the criminal
        conviction of Employee by plea or after trial of having engaged in criminal
        misconduct (including embezzlement and fraud) which is demonstrably injurious
        to
        the Company, monetarily or otherwise, (iii) the conviction of the Employee
        of a
        felony; (iv) gross negligence on the part of the Employee affecting the Company;
        or (v) failure of the Employee to adhere to the Company’s written policies or to
        cooperate in any investigation or inquiry involving the Company. The Company
        shall give written notice to the Employee of any proposed termination for
        Cause,
        which notice shall specify the grounds for the proposed termination, and
        the
        Employee shall be given thirty (30) days to cure if the grounds arise under
        clauses (i) or (v) above.

       

      
        
          
          

        

        
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      (f) For
        purposes of this Agreement, a "Change in Control" shall be deemed to occur
        (i)
        upon the election of directors constituting a change in a majority of the
        Board,
        which directors were not nominated by the Board immediately in place prior
        to
        such change; (ii) upon the acquisition by any person, entity or group of
        beneficial ownership of 50 percent or more of either the outstanding shares
        of
        common stock of the company or the combined voting power of the then outstanding
        voting securities of the company entitled to vote generally in the election
        of
        directors; (iii) upon a merger or consolidation of the Company or any of
        its
        subsidiaries with any other corporation, which results in the stockholders
        of
        the Company prior thereto continuing to represent less than 50 percent of
        the
        combined voting power of the voting securities of the Company or the surviving
        entity after the merger; or (iv) upon the sale of all, or substantially all,
        of
        the assets of the Company.

       

      7.
        Confidentiality;
        Noncompetition.

      


      (a) The
        Employer and the Employee acknowledge that the services to be performed by
        the
        Employee under this Agree-ment are unique and extraordinary and, as a result
        of
        such employment, the Employee will be in possession of confidential information
        relating to the business practices of the Company. The term "confidential
        information" shall mean any and all information (oral and written) relating
        to
        the Company or any of its affiliates, or any of their respective activities,
        other than such information which can be shown by the Employee to be in the
        public domain (such information not being deemed to be in the public domain
        merely because it is embraced by more general information which is in the
        public
        domain) other than as the result of breach of the provisions of this Section
        7(a), including, but not limited to, information relating to: trade secrets,
        personnel lists, compensation of employees, financial information, research
        projects, services used, pricing, customers, customer lists and prospects,
        product sourcing, marketing and selling and servicing. The Employee agrees
        that
        he will not, during or after his termination or expiration of employment
        hereunder, directly or indirectly, use, communicate, disclose or disseminate
        to
        any person, firm or corporation any confidential information regarding the
        clients, customers or business prac-tices of the Company acquired by the
        Employee during his employ-ment by Employer, without the prior written consent
        of Employer. Anything herein to the contrary notwithstanding, the provisions
        of
        this Section 7(a) shall not apply (i) when disclosure is required by law
        or by
        any court, arbitrator, mediator or administrative or legislative body (including
        any committee thereof) with actual or apparent jurisdiction to order the
        Employee to disclose or make accessible any information, (ii) with respect
        to
        any other litigation, arbitration or mediation involving this Agreement,
        including, but not limited to, the enforcement of this Agreement, (iii) as
        to
        information that becomes generally known to the public or within the relevant
        trade or industry other than due to the Employee’s violation of this Section or
        (iv) as to information that is or becomes available to the Employee on a
        non-confidential basis from a source which is entitled to disclose it to
        the
        Employee.


      
        
          
          

        

        
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      (b) If
        permitted by the New York Canon of Ethics, the Employee hereby agrees that
        he
        shall not, during the period of his employment and for a period of one (1)
        year
        following such employment, directly or indirectly, within any county (or
        adjacent county) in any State within the United States or territory outside
        the
        United States in which the Company is engaged in business during the period
        of
        the Employee's employment or on the date of termination of the Employee's
        employment, engage, have an interest in or render any services to any business
        (whether as owner, manager, operator, licensor, licensee, lender, partner,
        stockholder, joint venturer, employee, consultant or otherwise) competitive
        with
        the Company's business activities.

      


      (c) The
        Employee hereby agrees that he shall not, during the period of his employment
        and for a period of one (1) year following such employment, directly or
        indirectly solicit any of the Company's customers, or persons listed on the
        personnel lists of the Company. Except as required by law or legal process,
        at
        no time during the Term, or thereafter shall the Employee, directly or
        indirectly, disparage the commercial, business or financial reputation of
        the
        Company. Except as required by law or legal process, at no time during the
        Term,
        or thereafter shall the Employer or any executive officer of the Company,
        directly or indirectly, disparage the professional, business, financial or
        personal reputation of the Employee.

      


      (d) For
        purposes of clarification, but not of limitation, the Employee hereby
        acknowledges and agrees that the provisions of subparagraphs 7(b) and (c)
        above
        shall serve as a prohibition against him, during the period referred to therein,
        directly or indirectly, hiring, offering to hire, enticing, soliciting or
        in any
        other manner persuading or attempting to persuade any officer, employee,
        agent,
        lessor, lessee, licensor, licensee or customer who has been previously contacted
        by either a representative of the Company, including the Employee, (but only
        those suppliers existing during the time of the Employee's employment by
        the
        Company, or at the termination of his employment), to discontinue or alter
        his,
        her or its relationship with the Company.

      


      (e) Upon
        the
        termination of the Employee's employment for any reason whatsoever, all
        documents, records, notebooks, equipment, employee lists, price lists,
        specifications, programs, customer and prospective customer lists and other
        materials which refer or relate to any aspect of the business of the Company
        which are in the possession of the Employee including all copies thereof,
        shall
        be promptly returned to the Company. Anything to the contrary notwithstanding,
        nothing in this Section 7(e) shall prevent the Employee from retaining a
        home
        computer and security system, papers and other materials of a personal nature,
        including personal diaries, calendars and Rolodexes, information relating
        to the
        Employee’s compensation or relating to reimbursement of expenses, information
        that the Employee reasonably believe may be needed for tax purposes, and
        copies
        of plans, programs and agreements relating to the Employee’s employment.



      
        
          
          

        

        
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      (f) 
        The
        products and proceeds of Employees services hereunder that Employee may acquire,
        obtain, develop or create during the term of this Agreement, or that are
        otherwise made at the direction of the Company or with the use of the Company’s
        or its affiliates’ facilities or materials, including,
        but not limited to, all materials, ideas, concepts, formats, suggestions,
        developments, packages,
        programs and other intellectual properties
        (collectively, “Works”), shall be considered a "work
        made for hire,"
        as
        that term is defined under the United States Copyright Act, and Employee
        shall
        be considered an employee for hire of the Company, and all rights in and
        to the
        Works, including the copyright thereto, shall be the sole and exclusive property
        of Company, as the sole author and owner thereof, and the copyright thereto
        may
        be registered by Company in its own name. In the event that any part of the
        Works shall be determined not to be a work made for hire or shall be determined
        not to be owned by the Company, Employee hereby irrevocably assigns and
        transfers to the Company, its successors and assigns, the following: (a)
        the
        entire right, title and interest in and to the copyrights, trademarks and
        other
        rights in any such Work and any rights in and to any works based upon, derived
        from, or incorporating any such Work (“Derivative Work”); (b) the exclusive
        right to obtain, register and renew the copyrights or copyright protection
        in
        any such Work or Derivative Work; (c) all income, royalties, damages, claims
        and
        payments now or hereafter due or payable with respect to any such Work and
        Derivative Work; and (d) all causes of action in law or equity, past and
        future,
        for infringements or violation of any of the rights in any such Work or
        Derivative Work, and any recoveries resulting therefrom. Employee
        also hereby waives in writing any moral or other rights that he has under
        state
        or federal laws, or under the laws of any foreign jurisdiction, which would
        give
        him any rights to constrain or prevent the use of any Work or Derivative
        Work,
        or which would entitle him to receive additional compensation from the Company.
        Employee shall execute all documents, including without limitation copyright
        assignments and applications and waivers of moral rights, and perform all
        acts
        that the Company may request, in order to assist the Company in perfecting
        its
        rights in and to any Work and Derivative Work anywhere in the world. Employee
        hereby appoints the officers of the Company as Employee’s attorney-in-fact to
        execute documents on behalf of Employee for this limited purpose

      


      (g) The
        parties hereto hereby acknowledge and agree that (i) the Company would be
        irreparably injured in the event of a breach by the Employee of any of his
        obligations under this Section 7, (ii) monetary damages would not be an adequate
        remedy for any such breach, and (iii) the Company shall be entitled to
        injunctive relief, in addition to any other remedy which it may have, in
        the
        event of any such breach.

      


      (h) The
        parties hereto hereby acknowledge that, in addition to any other remedies
        the
        Company may have under Section 7(g) hereof, the Company shall have the right
        and
        remedy to require the Employee to account for and pay over to the Company
        all
        compensation, profits, monies, accruals, increments or other benefits
        (collectively, "Benefits") derived or received by the Employee as the result
        of
        any transactions constituting a breach of any of the provisions of Section
        7,
        and the Employee hereby agrees to account for any pay over such Benefits
        to the
        Company.

      


      (i) Each
        of
        the rights and remedies enumerated in Section 7(g) and 7(h) shall be independent
        of the other, and shall be severally enforceable, and all of such rights
        and
        remedies shall be in addition to, and not in lieu of, any other rights and
        remedies available to the Company under law or in equity.


      
        
          
          

        

        
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      (j) If
        any
        provision contained in this Section 7 is hereafter construed to be invalid
        or
        unenforceable, the same shall not affect the remainder of the covenant or
        covenants, which shall be given full effect, without regard to the invalid
        portions.

      


      (k) If
        any
        provision contained in this Section 7 is found to be unenforceable by reason
        of
        the extent, duration or scope thereof, or otherwise, then the court making
        such
        determi-nation shall have the right to reduce such extent, duration, scope
        or
        other provision and in its reduced form any such restriction shall thereafter
        be
        enforceable as contemplated hereby.

      


      (l) It
        is the
        intent of the parties hereto that the covenants contained in this Section
        7
        shall be enforced to the fullest extent permissible under the laws and public
        policies of each jurisdiction in which enforcement is sought (the Employee
        hereby acknowledging that said restrictions are reasonably necessary for
        the
        protection of the Company). Accordingly, it is hereby agreed that if any
        of the
        provisions of this Section 7 shall be adjudicated to be invalid or unenforceable
        for any reason whatsoever, said provision shall be (only with respect to
        the
        operation thereof in the particular jurisdiction in which such adjudication
        is
        made) construed by limiting and reducing it so as to be enforceable to the
        extent permissible, without invalidating the remaining provisions of this
        Agreement or affecting the validity or enforceability of said provision in
        any
        other jurisdiction.

      


      8.
        General.
        This
        Agreement is further governed by the following provisions:

      


      (a) Notices.
        All
        notices relating to this Agreement shall be in writing and shall be either
        personally delivered, sent by facsimile (receipt confirmed) or nationally
        recognized overnight carrier or mailed by certified mail, return receipt
        requested, to be delivered at such address as is indicated below, or at such
        other address or to the attention of such other person as the recipient has
        specified by prior written notice to the sending party. Notice shall be
        effective when so personally delivered, one business day after being sent
        by
        telecopy or five days after being mailed.

      


      


      To
        the
        Employer:

       

      
        	 	 	 	
                
                  Take-Two
                    Interactive Software, Inc. 

                  622
                    Broadway

                  New
                    York, New York 10012

                

                Attention:
                  Chief Executive Officer

              


      


      
        
          
          

        

        
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      To
        the
        Employee:

       

       

      (b) Parties
        in Interest.
        Employee may not delegate his duties or assign his rights hereunder. This
        Agreement shall inure to the benefit of, and be binding upon, the parties
        hereto
        and their respective heirs, legal representatives, successors and permitted
        assigns.

      


      (c) Entire
        Agreement.
        This
        Agreement supersedes any and all other agreements, either oral or in writing,
        between the parties hereto, with respect to the employment of the Employee
        by
        the Employer and contains all of the covenants and agreements between the
        parties with respect to such employment in any manner whatsoever. Any
        modification or termination of this Agreement will be effective only if it
        is in
        writing signed by the party to be charged.

      


      (d) Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York. Employee agrees to and hereby does submit to jurisdiction
        before any state or federal court of record in New York County or in the
        state
        and county in which such violation may occur, at Employer's
        election.

      


      (e) Warranty.
        Employee hereby warrants and represents as follows:

      


      (i) That
        the
        execution of this Agreement and the discharge of Employee's obligations
        hereunder will not breach or conflict with any other contract, agreement,
        or
        understanding between Employee and any other party or parties except as
        otherwise disclosed to the Employer regarding Employee’s Notice Period with his
        current employer.

      


      (ii) Employee
        has ideas, information and know-how relating to the type of business conducted
        by Employer, and Employee's disclosure of such ideas, information and know-how
        to Employer will not conflict with or violate the rights of any third party
        or
        parties.

      


      (iii)
         Employee
        will not disclose any trade secrets relating to the business conducted by
        any
        previous employer and agrees to indemnify and hold Employer harmless for
        any
        liability arising out of Employee's use of any such trade secrets.

      


      (f) Severability.
        In the
        event that any term or condition in this Agreement shall for any reason be
        held
        by a court of competent jurisdiction to be invalid, illegal or unenforceable
        in
        any respect, such invalidity, illegality or unenforceability shall not affect
        any other term or condition of this Agreement, but this Agreement shall be
        construed as if such invalid or illegal or unenforceable term or condition
        had
        never been con-tained herein.


      
        
          
          

        

        
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      (g)
         Indemnification.
        The
        Employee shall be entitled to the benefits of all provisions of the Certificate
        of Incorporation and Bylaws of the Company, each as amended, that provide
        for
        indemnification of officers and directors of the Company. In addition, without
        limiting the indemnification provisions of the Certificate of Incorporation
        or
        Bylaws, to the fullest extent permitted by law, the Company shall indemnify
        and
        save and hold harmless the Employee from and against, and pay or reimburse,
        any
        and all claims, demands, liabilities, costs and expenses, including judgments,
        fines or amounts paid on account thereof (whether in settlement or otherwise),
        and reasonable expenses, including attorneys’ fees actually and reasonably
        incurred if the Employee is made a party to or witness in any action, suit
        or
        proceeding, or if a claim or liability is asserted against Employee (whether
        or
        not in the right of the Company), by reason of the fact that he was or is
        a
        director, officer or employee, or acted in such capacity on behalf of the
        Company, or the rendering of services by the Employee pursuant to this Agreement
        or the Employee’s prior employment agreement with the Company, whether or not
        the same shall proceed to judgment or be settled or otherwise brought to
        a
        conclusion (except only if and to the extent that such amounts shall be finally
        adjudged to have been caused by Employee’s willful misconduct or gross
        negligence). Upon the Employee’s request, the Company will advance any
        reasonable expenses or costs, subject to the Employee undertaking to repay
        any
        such advances in the event there is an unappealable final determination that
        Employee is not entitled to indemnification for such expenses. This provision
        shall survive the expiration or termination of this Agreement.

      


      (h) Execution
        in Counterparts.
        This
        Agreement may be executed by the parties in one or more counterparts, each
        of
        which shall be deemed to be an original but all of which taken together shall
        constitute one and the same agreement, and shall become effective when one
        or
        more counterparts has been signed by each of the parties hereto and delivered
        to
        each of the other parties hereto.


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
        as of the date first above written.

       

      
        	 	 	 
	 	TAKE-TWO
                INTERACTIVE SOFTWARE, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Paul
                Eibeler
	 	
                
Name:
                Paul Eibeler
	 	Title:  
                President & CEO 


      

       

      
        	 	 	 
	 	 	/s/ Seth
                D. Krauss
	 	
                
Seth
                D. Krauss


      

      


      
        
          
          

        

        
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