ZelnickMedia Corporation New York, New York 10019

EXHIBIT
      99.2.1

ZelnickMedia
      Corporation
000
      0xx Xxxxxx
Xxx
      Xxxx, Xxx Xxxx 00000

Ladies
      and Gentlemen:

In
      connection with the agreement dated as of March 4, 2007 (the “Agreement”) by and
      among ZelnickMedia Corporation (“ZelnickMedia”) and each of the undersigned
      (each an “Interested Party” and collectively, the “Interested Parties”), with
      respect to proposed changes in the board of directors of Take-Two Interactive
      Software, Inc. (“Take-Two”) and the engagement of ZelnickMedia to provide
      financial and management consulting services to Take-Two, each of the Interested
      Parties severally agrees as of March 23, 2007 with ZelnickMedia to the amendment
      of the Agreement (this “Amendment”) as follows:

1. Definitions.
      Capitalized terms used herein and not defined upon first usage shall have the
      meanings assigned such terms in the Agreement.

2. Amendment.

(a) In
      the
      paragraph immediately following Section 1(b) of the Agreement, the definition
      of
“Meeting” shall be amended to read “that certain meeting of the stockholders of
      Take-Two currently contemplated to be held on March 29, 2007, and any
      adjournments or postponements thereof.”

(b) A
      new
      paragraph (d) is appended to the end of Section 2 of the Agreement as
      follows:

“(d) execute
      and deliver, on behalf of itself and its Affiliated Current Shareholders, as
      promptly as practicable after the Meeting, two written consents of stockholders,
      for the purpose of acting without a meeting, without prior notice and without
      a
      vote, in accordance with the certificate of incorporation and by-laws of
      Take-Two, on the terms and subject to the conditions described in, and
      substantially in the form attached to, the Group Schedule 13D as on file at
      the
      time of the Meeting.”

(c) The
      word
“and” is deleted from the end of paragraph (b) of Section 2 of the
      Agreement.

(d) The
      word
“; and” is added to the end of paragraph (c) of Section 2 of the
      Agreement.

(e) In
      clause
      (x) of the first sentence of Section 9 of the Agreement, the date “March 28,
      2007” shall be deleted and the date “April 2, 2007” shall be
      inserted.

3. Effect
      on Remainder of Agreement.
      Except
      to
      the extent modified in this Amendment, all of the terms and conditions of the
      Agreement remain in full force and effect.

4. Counterparts.
      This
      Amendment may be executed and delivered by each party hereto in separate
      counterparts, each of which when so executed and delivered shall be deemed
      an
      original and both of which taken together shall constitute one and the same
      agreement.
 
*
      * * *
      *

IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed and delivered on the date and year first above written.
 
            ZELNICKMEDIA CORPORATION
             
            By:
            /s/ XXX
              XXXXX
             
            Name:
                Xxx Xxxxx
Title:
                Vice President

INTERESTED
      PARTY
 
              OPPENHEIMERFUNDS, INC.*
               
              By:
              /s/ XXXXXXXXXXX
                XXXXX
               
              Name:
                    Xxxxxxxxxxx Xxxxx
Title:
                    Senior Vice President

*In
      addition to shares of Common Stock reported by OppenheimerFunds, Inc. in the
      Agreement as on loan or otherwise unavailable to vote, as of February 26, 2007,
      OppenheimerFunds, Inc. advisory clients with whom OppenheimerFunds, Inc. shared
      the power to vote or direct the vote had 3,117,020 shares on loan.
 
INTERESTED
      PARTY
 
                X. X. XXXX VALENCE PORTFOLIOS,
                    L.L.C.
 
By:
                      X. X. Xxxx & Co., L.P., as managing
                      member

                By:
                /s/ XXXX
                  XXXXXX
                 
                Name:
                        Xxxx Xxxxxx
Title:
                        Managing Director

INTERESTED
      PARTY
 
                  S.A.C.
                        CAPITAL ADVISORS, LLC

                  By:
                  /s/ XXXXX
                    XXXXXXXX
                   
                  Name:
                            Xxxxx Xxxxxxxx
Title:
                            Authorized Signatory

INTERESTED
      PARTY
 
                  TUDOR
                      INVESTMENT CORPORATION

                  By:
                  /s/ XXXXXX
                    X.
                    XXXX
                   
                  Name:
                            Xxxxxx X. Xxxx
Title:
                            Managing Director and General Counsel

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ZelnickMedia Corporation New York, New York 10019

Document Metadata

ZELNICKMEDIA CORPORATION


By:	/s/ XXX XXXXX
	Name: Xxx Xxxxx Title: Vice President

OPPENHEIMERFUNDS, INC.*


By:	/s/ XXXXXXXXXXX XXXXX
	Name: Xxxxxxxxxxx Xxxxx Title: Senior Vice President

X. X. XXXX VALENCE PORTFOLIOS, L.L.C. By: X. X. Xxxx & Co., L.P., as managing member


By:	/s/ XXXX XXXXXX
	Name: Xxxx Xxxxxx Title: Managing Director

S.A.C. CAPITAL ADVISORS, LLC


By:	/s/ XXXXX XXXXXXXX
	Name: Xxxxx Xxxxxxxx Title: Authorized Signatory

TUDOR INVESTMENT CORPORATION


By:	/s/ XXXXXX X. XXXX
	Name: Xxxxxx X. Xxxx Title: Managing Director and General Counsel