Max Payne 2 is expected to ship in calendar 2003.

Originally developed for the PC by Remedy Entertainment and produced by 3D Realms, Max Payne debuted as an award winning and top selling PC game in July 2001. PlayStation®2 and Xbox(TM) versions of the game were shipped in December 2001, and both achieved immediate critical and commercial success. Global shipments of the Max Payne franchise have exceeded 2.75 million units to date.

Take-Two also announced that it has acquired ownership of the Max Payne brand and all intellectual property rights associated with the brand, including trademarks, copyrights, characters, perpetual license to utilize proprietary technologies, including the Max Payne game engine and associated "Bullet Time(TM)" technology, and rights to license fees from ancillary Max Payne brand extensions such as cinema, television and literary productions.

Take-Two purchased the Max Payne property from Remedy Entertainment and Apogee Software in exchange for $10 million in cash and 969,932 shares of restricted common stock, in addition to certain future development incentives.

Kelly Sumner, Chief Executive Officer said, "A critical component of Take-Two's corporate strategy is to control the intellectual property rights to our key brands and as a result, build the most value for our company. Max Payne has been one of our most successful product franchises to date. The ownership of this top-selling brand allows us to broadly capitalize on the continued strength of the product on multiple platforms, and extend the brand with exciting sequels as well as providing opportunities for extending the brand to other forms of entertainment."

Scott Miller, Chief Executive Officer of 3D Realms commented, "This is a precedent-setting deal for Take-Two, Remedy and 3D Realms - the first time in our industry a highly successful IP alone has changed ownership hands. This deal validates our strategy for developing strong character-based games. Take-Two benefits tremendously by having full control of the Max Payne brand going forward and being able to properly leverage it to its full potential."