Exhibit 10.2

                                                             As of April 1, 2001

Ms. Kathy Vrabeck
4 St. Laurent
Newport Coast, California  92657


Dear Ms. Vrabeck:

This letter  confirms the terms of your  employment  by  Activision  Publishing,
Inc.("Employer").

1.   Term

     The term of your employment under this agreement shall commence on April 1,
2001 and expire on March 31, 2004,  unless earlier  terminated as provided below

2.   Salary

     (a) In full consideration for all rights and services provided by you under
this  agreement,  you shall receive an annual base salary of $330,000 during the
first year of the term, an annual base salary of $365,000 during the second year
of the term and an annual base  salary of $400,000  during the third year of the
term.

     (b) Base salary  payments shall be made in accordance  with Employer's then
prevailing payroll policy.  Each base salary referred to in Paragraph 2(a) shall
constitute your minimum base salary during the applicable  period, and your base
salary may be  increased  above the minimum at any time if  Employer's  Board of
Directors (or the  Compensation  Committee of such Board of  Directors),  in its
sole and  absolute  discretion,  elects to do so. In the event of an increase in
your base salary  beyond the  applicable  minimum  base salary for a  particular
period,  such  increased  base salary  shall then  constitute  your minimum base
salary for all subsequent  periods under this agreement,  but only to the extent
such increased  base salary is in excess of the minimum base salary  referred to
in Paragraph 2(a) for the corresponding period.

     (c) Notwithstanding anything to the contrary set forth above but subject to
the right of termination  granted to you pursuant to Paragraph  10(b),  Employer
shall not be required to actually  use your  services,  and payment of your base
salary during the applicable period of your employment under this agreement will
discharge Employer's obligations to you hereunder.  Such payment,  however, will
not discharge your obligations to Employer hereunder.

     (d) In  addition to your base  salary,  you shall be eligible to receive an
annual  performance  based bonus  targeted at sixty percent (60%) of your annual
base  salary,  in  compliance  with  Employer's  standard  bonus  plan  which is
established  on a yearly  basis by  Employer's  senior  management  and Board of
Directors  (or the  Compensation  Committee of such Board of  Directors)  and is
based  on a  number  of  factors  that  may  include,  without  limitation,  the
achievement of corporate earning and operating margin goals.

     (e) You also shall be  eligible  to receive  annual  stock  options,  under
Employer's  existing or modified  stock  option  plan,  if  Employer's  Board of
Directors (or the  Compensation  Committee of such Board of  Directors),  in its
sole and absolute  discretion,  determines  that the grant to you of  additional
options is appropriate.

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3.   Title

     You are being  employed  under this  agreement in the position of Executive
Vice President, Global Publishing and Brand Management.

4.   Duties

     You shall personally and diligently  perform,  on a full-time and exclusive
basis, such services as Employer or any of its divisions may reasonably require,
provided that such services are consistent with your position with Employer. You
shall  observe  all  reasonable  rules and  regulations  adopted by  Employer in
connection with the operation of its business and carry out all  instructions of
Employer.  You will at all  times  perform  all of the  duties  and  obligations
required by you under this agreement in a loyal and conscientious  manner and to
the best of your ability and experience.

5.   Expenses

     To the extent you incur necessary and reasonable  business  expenses in the
course of your employment, you shall be reimbursed for such expenses, subject to
Employer's  then  current  policies  regarding  reimbursement  of such  business
expenses.

6.   Other Benefits

     You shall be entitled to those  benefits  which are standard for persons in
similar  positions with Employer,  including  coverage under Employer's  health,
life  insurance  and  disability   plans,  and  eligibility  to  participate  in
Employer's  401(k)  plan.   Nothing  paid  to  you  under  any  such  plans  and
arrangements (nor any bonus or stock options which Employer's Board of Directors
(or the  Compensation  Committee  of such Board of  Directors),  in its sole and
absolute  discretion,  shall provide to you) shall be deemed in lieu, or paid on
account,  of your base salary.  You expressly agree and  acknowledge  that after
expiration  or early  termination  of the  term of your  employment  under  this
agreement, you are entitled to no additional benefits not expressly set forth in
this agreement, except as specifically provided under the benefit plans referred
to above  and  those  benefit  plans  in which  you  subsequently  may  become a
participant,  and subject in each case to the terms and  conditions of each such
plan.  Notwithstanding  anything to the contrary  set forth above,  you shall be
entitled to receive  those  benefits  provided by COBRA upon the  expiration  or
early termination of the term of your employment under this agreement.

7.   Vacation and Paid Holidays

     (a) You will be  entitled  to paid  vacation  days in  accordance  with the
normal vacation policies of Employer in effect from time to time,  provided that
in no event shall you be entitled to less than twenty (20) days of paid vacation
per year.

     (b) You shall be  entitled  to all paid  holidays  given by Employer to its
full-time employees.

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8.   Protection of Employer's Interests

     (a) During the term of your employment by Employer, you will not compete in
any manner, whether directly or indirectly,  as a principal,  employee, agent or
owner,  with Employer,  or any affiliate of Employer,  except that the foregoing
will not prevent you from holding at any time less than five percent (5%) of the
outstanding capital stock of any company whose stock is publicly traded.

     (b) All rights  worldwide with respect to any and all intellectual or other
property of any nature produced,  created or suggested by you during the term of
your  employment or resulting  from your services which (i) relate in any manner
at the time of conception or reduction to practice to the actual or demonstrably
anticipated business of Employer,  (ii) result from or are suggested by any task
assigned to you or any work performed by you on behalf of Employer, or (iii) are
based on any property owned or idea conceived by Employer, shall be deemed to be
a work made for hire and shall be the sole and  exclusive  property of Employer.
You agree to  execute,  acknowledge  and  deliver  to  Employer,  at  Employer's
request, such further documents,  including copyright and patent assignments, as
Employer finds appropriate to evidence Employer's rights in such property.

     (c) Any  confidential  and/or  proprietary  information  of Employer or any
affiliate of Employer shall not be used by you or disclosed or made available by
you to any person except as required in the course of your employment,  and upon
expiration  or earlier  termination  of the term of your  employment,  you shall
return  to  Employer  all such  information  which  exists in  written  or other
physical form (and all copies thereof) under your control.  Without limiting the
generality of the foregoing,  you acknowledge signing and delivering to Employer
the Activision Employee Proprietary Information Agreement and you agree that all
terms and conditions  contained in such agreement,  and all of your  obligations
and commitments provided for in such agreement, shall be deemed, and hereby are,
incorporated into this agreement as if set forth in full herein.  The provisions
of the immediately  preceding four sentences of this paragraph shall survive the
expiration or earlier termination of this agreement.

9.   Services Unique

     You recognize that the services being performed by you under this agreement
are of a special,  unique,  unusual,  extraordinary  and intellectual  character
giving  them a  peculiar  value,  the  loss of which  cannot  be  reasonably  or
adequately  compensated  for in  damages,  and in the  event of a breach of this
agreement  by you  (particularly,  but without  limitation,  with respect to the
provisions  hereof  relating  to  the  exclusivity  of  your  services  and  the
provisions of paragraph 8 of this agreement), Employer shall, in addition to all
other  remedies  available  to it, be  entitled  to  equitable  relief by way of
injunction and any other legal or equitable remedies.

10.  Termination

     (a) At any time during the term of your employment,  Employer may terminate
your  employment  under this  agreement for (i) your willful,  reckless or gross
misconduct, (ii) your material breach of this agreement, or (iii) for other good
cause, as such term is defined under California law.

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     (b) You may  terminate  your  employment  under  this  agreement  (i)  upon
Employer's material breach under this agreement, (ii) upon any relocation of the
place at which you  primarily  are  performing  your  services  to Employer to a
location  which is  outside  the  metropolitan  Los  Angeles  area,  or (iii) if
Employer elects to not actually use your services and continues to pay your base
salary pursuant to Paragraph 2(c) above for a period of one hundred twenty (120)
consecutive days.

     (c) In the event of the termination of your employment under this agreement
pursuant to Paragraph  10(a) or 10(b),  all obligations of Employer to you under
this agreement shall immediately terminate.

     (d) In the event of your  death  during  the term of this  agreement,  this
agreement  shall  terminate  and  Employer  only shall be  obligated to pay your
estate or legal  representative  the  salary  provided  for above to the  extent
earned by your prior to such event. Except as otherwise prohibited by applicable
law (including,  without limitation,  pursuant to the Family Medical Leave Act),
in the event you are unable to perform the  services  required of you under this
agreement as a result of any  disability,  and such  disability  continues for a
period of 60 or more  consecutive days or an aggregate of 90 or more days during
any 12-month period during the term of this agreement,  then Employer shall have
the right,  at its option,  to terminate your  employment  under this agreement.
Unless and until so terminated, during any period of disability during which you
are unable to perform the services  required of you under this  agreement,  your
base  salary  shall be payable to the extent  of,  and  subject  to,  Employer's
policies and practices  then in effect with regard to sick leave and  disability
benefits.

11.  Use of Employee's Name

     Employer shall have the right, but not the obligation,  to use your name or
likeness for any publicity or advertising purpose.

12.  Assignment

     Employer  may assign this  agreement or all or any part of its rights under
this  agreement  to any entity  which  succeeds to all or  substantially  all of
Employer's assets (whether by merger, acquisition, consolidation, reorganization
or otherwise) or which Employer may own substantially,  and this agreement shall
inure to the benefit of such assignee.

13.  No Conflict with Prior Agreements

     You  represent to Employer  that neither your  commencement  of  employment
under this  agreement nor the  performance  of your duties under this  agreement
conflicts or will conflict with any  contractual  commitment on your part to any
third party,  nor does it or will it violate or interfere with any rights of any
third party.

14.  Post-Termination Obligations

     After the expiration or earlier  termination of your employment  under this
agreement  for any reason  whatsoever,  you shall not,  either alone or jointly,
with or on behalf of others,  directly  or  indirectly,  whether  as  principal,
partner, agent, shareholder, director, employee,

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consultant or otherwise,  at any time during a period of one (1) year  following
such expiration or termination,  offer  employment to, or solicit the employment
or engagement  of, or otherwise  entice away from the  employment of Employer or
any affiliated entity,  either for your own account or for any other person firm
or company,  any person who was  employed  by  Employer  or any such  affiliated
entity  during the term of your  employment,  whether or not such  person  would
commit any breach of his or her contract of  employment  by reason of his or her
leaving the service of Employer or any affiliated entity.

15.  Entire Agreement; Amendments; Waiver, Etc.

     (a) This agreement  supersedes all prior or contemporaneous  agreements and
statements,  whether  written or oral,  concerning the terms of your  employment
with  Employer,  and no amendment or  modification  of this  agreement  shall be
binding  against  Employer  unless set forth in a writing signed by Employer and
delivered  to  you.  Without  limiting  the  generality  of the  foregoing,  you
acknowledge  that this agreement  supersedes  your prior written  agreement with
Employer dated August 9, 1999, and such agreement is hereby declared  terminated
and of no further force and effect.

     (b) You have  given no  indication,  representation  or  commitment  of any
nature to any broker,  finder, agent or other third party to the effect that any
fees or  commissions  of any nature  are, or under any  circumstances  might be,
payable by  Employer  or any  affiliate  of  Employer  in  connection  with your
employment under this agreement.

     (c) No  waiver  by either  party of any  breach  by the other  party of any
provision or condition of this agreement shall be deemed a waiver of any similar
or  dissimilar  provision or  condition  at the same or any prior or  subsequent
time.

     (d) Nothing contained in this agreement shall be construed so as to require
the  commission  of any act contrary to law and  wherever  there is any conflict
between any provision of this agreement and any present or future statute,  law,
ordinance  or  regulation,  the  latter  shall  prevail,  but in such  event the
provision of this agreement  affected shall be curtailed and limited only to the
extent necessary to bring it within legal requirements.

     (e) This agreement does not constitute a commitment of Employer with regard
to your  employment,  express or  implied,  other  than to the extent  expressly
provided for herein. Upon termination of this agreement, it is the contemplation
of both parties that your employment with Employer shall cease, and that neither
Employer  nor you  shall  have any  obligation  to the  other  with  respect  to
continued  employment.  In the event that your employment continues for a period
of time following the stated expiration date of this contract,  unless and until
agreed  to  in a  new  subscribed  written  document,  such  employment  or  any
continuation  thereof is "at will," and may be terminated  without obligation at
any time by either party giving notice to the other.

     (f) This  agreement  shall be governed by and construed in accordance  with
the  laws  of  the  State  of  California  without  regard  to  conflict  of law
principles.

     (g) In  accordance  with the  Immigration  Reform and  Control Act of 1986,
employment under this agreement is conditioned upon  satisfactory  proof of your
identity and legal ability to work in the United States.

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     (h) To the  extent  permitted  by law,  you  will  keep  the  terms of this
agreement  confidential,  and you will not disclose any  information  concerning
this  agreement  to anyone  other than your  immediate  family and  professional
representatives  (provided  they also agree to keep the terms of this  agreement
confidential).

16.  Notices

     All notices  which either party is required or may desire to give the other
shall be in writing and given either personally or by depositing the same in the
United States mail addressed to the party to be given notice as follows:

          To Employer:                      3100 Ocean Park Boulevard
                                            Santa Monica, California  90405
                                            Attention:  Executive Vice President
                                            and General Counsel

          To Employee:                      4 St. Laurent
                                            Newport Coast, California  92657

     Either party may by written notice designate a different address for giving
of notices.  The date of mailing of any such  notices  shall be deemed to be the
date on which such notice is given.

17.  Headings

     The  headings  set forth  herein are  included  solely  for the  purpose of
identification  and shall not be used for the purpose of construing  the meaning
of the provisions of this agreement.

     If the  foregoing  accurately  reflects our mutual  agreement,  please sign
where indicated.

ACCEPTED AND AGREED TO:

Employer                                     Employee



By:    /s/ Ron Doornink                      By:    /s/ Kathy Vrabeck
       ----------------------------                 ---------------------------
       Ron Doornink                                 Kathy Vrabeck
       President and Chief
       Operating Officer

Date:  May 29, 2001                          Date:  May 29, 2001
       ----------------------------                 ---------------------------