Execution Version

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the ?Agreement?) is made as of September 6, 2007, between Mad Catz Interactive, Inc., a Canadian corporation (?Buyer?), and Take-Two Interactive Software, Inc., a Delaware corporation (?Seller?).

RECITALS

WHEREAS, Seller, either directly or through certain of its subsidiaries, is engaged in the business of designing, manufacturing, marketing and selling video game accessories in North America, Europe and other parts of the world;

WHEREAS, Jack of All Games, Inc., a New York corporation and a subsidiary of Seller, and Jack of All Games (Canada), Inc., an Ontario corporation and a subsidiary of Seller, are engaged, directly or indirectly, in the distribution of video games and video game accessories manufactured by Seller or Seller?s other subsidiaries (including the Selling Subsidiaries), as well as by third parties (the ?Distribution Business?);

WHEREAS, on the terms and subject to the conditions of this Agreement, Buyer desires to purchase, and Seller desires to sell, certain assets of the Business (as defined in Section 1.1 below) and Buyer wishes to assume certain liabilities of the Business that arise or relate to the Purchased Assets as more particularly set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. Defined Terms; Selling Subsidiaries; Buying Subsidiaries.

1.1 Defined Terms. Capitalized terms contained herein and not otherwise defined shall have the meaning set forth below in this Section 1.1.

?Actual Inventory Amount? shall have the meaning as set forth in Section 5.2(b) herein.

?Actual Inventory Statement? shall have the meaning as set forth in Section 5.2(b) herein.

?Assigned Contracts? shall have the meaning as set forth in Section 2.4 herein.

?Assumed Liabilities? shall have the meaning as set forth in Section 4.1 herein.

?Audit Notice? shall have the meaning as set forth in Section 5.2(b) herein.

?Benefit Plans? shall have the meaning as set forth in Section 7.13 herein.

?Books and Records? shall have the meaning as set forth in Section 2.7 herein.

?Business? means the business of designing, manufacturing, marketing and selling video game accessories in North America, Europe and other parts of the world, which is conducted by Seller, either directly or through certain of its subsidiaries, provided, however, that in no event shall it be deemed to include the Distribution Business.

?Business Employee? shall have the meaning as set forth in Section 9.6(a) herein.

?Business Material Adverse Effect? means any event, change, development or occurrence that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a material adverse effect on the business, results of operations, assets, liabilities or financial condition of the Business, taken as a whole, but excluding any such event, change, development or occurrence resulting from or arising out of (i) general national, international or regional economic, financial, political or business conditions (so long as the Business and the Selling Subsidiaries are not disproportionately affected thereby), (ii) conditions (including changes in economic, financial market, regulatory or political conditions and any change in Law or GAAP or the interpretation thereof) affecting generally the industry or industries in which the Seller and its Subsidiaries participate (so long as the Business and the Selling Subsidiaries are not disproportionately affected thereby), (iii) any failure, in and of itself, to meet internal projections for the Business, or (iv) the execution or announcement of this Agreement.

?Buyer Disclosure Letter? shall have the meaning as set forth in Section 8 herein.

?Buyer Indemnitees? shall have the meaning as set forth in Section 12.2 herein.

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