Interplay [LOGO]

                             BY GAMES FOR GAMES (TM)

November 13, 1997

Ryan Brant

Chief Executive Officer

Take 2 Interactive Software

1004 Ligonier St., 3rd Floor

Latrobe, PA 15690

Dear Mark,

I have set forth below the principle deal points proposed by Interplay

Productions, a California corporation ("Interplay") in connection with

consummating an affiliate label distribution agreement with Take 2 Interactive

Software ("Take 2") with respect to the MS-DOS (launchable in Windows '95)

CD-ROM & DVD versions of Jetfighter: Full Burn and the Windows '95 CD-ROM & DVD

versions of the Black Dahlia computer software products (the "Products"). The

definitive agreement will include the following terms:

Territory: North America and South America

Term: Active Economic Life (i.e. latter of: (i) five (5) years from the

effective date of the definitive agreement, or (ii) the time while the Products

are marketed or sold plus six (6) months).

Distribution Rights: Exclusive distribution rights of JetFighter: Full Burn,

Black Dahlia, and any subsequent mission disks and/or add-on products to

distributors, resellers, direct sales and OEM Bundling (OEM Bundling terms to be

agreed upon by the parties in good faith). Interplay's OEM Bundling rights

within the Territory will be exclusive, while Interplay's OEM Bundling rights in

the rest of the world will be co-exclusive with Take 2.

Guarantee: Two Million Dollars (US $2,000,000). The individual Product

guarantees shall be $1,500,000 for Jetfighter: Full Burn and $500,000 for Black

Dahlia.* However, any royalties accrued under this agreement will be

cross-collaterized against any advances and the Guarantee. Furthermore, if for

any reason the MS-DOS CD-ROM version of Jetfighter: Full Burn does not ship

pursuant to this letter agreement, the entire Guarantee will be removed.

Marketing Guarantee: Take 2 agrees to spend at minimum a total of $375,000 in

consumer advertising on Black Dahlia and Jetfighter: Full Burn prior to November

2, 1998.

Royalty Split of Net Receipts (Calculated after cost of goods (Cogs) are

reimbursed): 60% - Take 2; 40% - Interplay. Subject to recoupment of any

advances, royalties will be due sixty (60) days after the month end in which

such units of a Product are shipped.

Anticipated Wholesale Price:       Black Dahlia                  $40.00

                                   Jetfighter: Full Burn         $42.00

Product Forecasts: MS-DOS CD-ROM & DVD versions with respect to Jetfighter: Full

Burn, and Windows '95 CD-ROM & DVD versions with respect to Black Dahlia.

<PAGE>

MDF (Marketing Development Funds): A launch fund will be mutually agreed upon by

the parties and will be at least seven percent (7%) of initial gross sales.

Interplay will continue to maintain a MDF reserve of five percent (5%)

thereafter. Take 2 will be responsible for the costs of all MDF.

Interplay will be responsible for the building of inventory after receiving all

final art files and media deliverables for duplication. Interplay will also fund

the costs for each unit produced.

Return Reserve: Interplay will withhold seven percent (7%) of the wholesale

purchase price of each purchase as a reserve for returns and defectives. On a

semi-annual basis, beginning six (6) months after release of each ProductSKU,

any amount exceeding such maximum general reserve not scheduled or applied to

returns of such ProductSKU will be paid to Take 2 with the next payment due.

In order to ensure a January launch of the products, Take 2 will deliver

approved gold masters and all related artwork necessary to produce the final

Products on or by January 5, 1998. Take 2 agrees to take best efforts to deliver

a gold master to permit a January shipment of the Products by Interplay.

Interplay will make the following advance payments (against the guarantee):

                    November 15, 1997        $300,000

                    December 15, 1997        $250,000

                    March 15, 1998           $450,000*

                    May 15, 1998             $500,000*

                    December 31, 1998        $500,000*

* Note if for any reason Take 2 fails to deliver the approved gold masters and

all related artwork for the MS-DOS CD-ROM version of JetFighter: Full Burn or

the Windows '95 CD-ROM version of Black Dahlia by January 5, 1998, the guarantee

will be reduced as follows:

<TABLE>

<CAPTION>

==============================================================================================

Product        Delay          Reduction   Delay Date      Reduction    Delay Date   Reduction

               Dates          of                          of                        of

                              Guarantee                   Guarantee                 Guarantee

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

<S>            <C>            <C>         <C>             <C>          <C>          <C>   

Black Dahlia   January 6,     $120,000    February 9,     $240,000     March 8,     $360,000

               1998                       1998                         1998

               through                    through                      through

               February 8,                March 7,                     April 5,

               1998                       1998                         1998

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

Jetfighter:    January 6,     $180,000    February 9,     $360,000     March 8,     $540,000

Full Burn      1998                       1998                         1998

               through                    through                      through

               February 8,                March 7,                     April 5,

               1998                       1998                         1998

==============================================================================================

</TABLE>

     Any reduction in the guarantee due to missed dates as described above will

be spread equally across the remaining advance dates. It is further understood

that in the event of missed dates the remaining advance dates will be launched

back thirty (30) days for each level of missed dates. Should a Product be

delayed beyond April 5, 1998, the remaining advance and the Guarantee will be

deleted with respect to such Product.

                                        2

<PAGE>

     Interplay and Take 2 agree to negotiate in good faith an agreement that

will contain the North American distribution rights to all Take 2 CD ROM and DVD

products scheduled for release to the next two (2) years including Jetfighter 4,

Full Burn 2, and Things (Working Title), Interplay shall have a right of first

option on these products and Take 2 will refrain from negotiating such rights

with any third party through February 28, 1998.

     Take 2 agrees to keep this letter, the terms of this letter agreement

herein and its relationship with Interplay confidential and to not discuss,

solicit, offer or enter into any other agreement regarding the Products.

Further, Take 2 agrees that so long as Interplay is attempting to complete the

definitive agreement in good faith (the "Lock-Out Period"), Take 2 will not

either itself or through any adviser or agent solicit any offer from a third

party, respond to any offer from a third party, make any offer or proposal to a

third party concerning any affiliate label or distribution deal relating to the

Products or any other transaction which could interfere with the consummation of

the transactions contemplated by this letter. After the expiration of the

Lock-Out Period, and any extension thereto mutually agreed by the parties, if

the parties have not signed a definitive agreement, this agreement will

terminate and Take 2 will be free to negotiate with other parties.

     Take 2 represents and warrants that it has all legal right and authority to

grant the rights to interplay in the Products, as described herein, and agrees

to indemnify Interplay against all costs, fees, expenses and damages incurred by

Interplay as a result of any breach of the foregoing representation and

warranty. Without limiting the foregoing, Take 2 represents that the right of

Mindscapes to the Products have been terminated.

     In addition, Interplay and Take 2 agree that any and all invoices for

Jetfighter: Platinum Edition that become due prior to February 15, 1998 will

have their payment terms extended to February 15, 1998.

     This letter constitutes a binding agreement between the parties, which will

serve as the agreement between the parties until they have had the opportunity

to negotiate and enter into a definitive agreement on the principle terms

contained in this letter. The parties agree that the definitive agreement will

contain other customary terms and conditions including, without limitation,

representations, indemnities, sell-off period, and the like. The parties agree

to negotiate in good faith to reach and execute a mutually acceptable definitive

agreement as soon as practicable, but in any event by the end of the Lock-Out

period. This letter is to be governed under the laws of California. This letter

agreement may be signed in counterpart and delivered by facsimile.

<PAGE>

     If the terms of this letter are acceptable, please sign below and return to

my attention. Upon receipt of a signed copy of this letter, we will prepare the

definitive agreement.

/s/ Phil Adam

Phil Adam

Vice President

Business Development

Interplay Productions

ACKNOWLEDGED AND AGREED

TAKE 2 INTERACTIVE SOFTWARE

By: /s/ Mark E. Seremet

    ------------------------

    MARK E. SEREMET

    PRESIDENT COO