DATE             24 JUNE          1999
                     --------------------------------------



                              RADICA GAMES LIMITED

                                  NEIL DOUGHTY

                                 CONFORMED COPY

                              EMPLOYMENT AGREEMENT


<PAGE>



                                    CONTENTS

CLAUSE                                                                     PAGE

1                 Definitions                                                 1
2                 Employment                                                  3
3                 Term of Employment                                          4
4                 Business Expense Reimbursement                              5
5                 Compensation                                                5
6                 Stock Options                                               6
7                 Confidentiality and Restrictions following Termination      8
8                 Termination                                                11
9                 Benefit and Binding Effect                                 12
10                Counterparts                                               13
11                Governing law                                              13
12                Entire Agreement                                           13
13                Validity of Provisions                                     13
14                Modifications or Discharge                                 14
15                Notices                                                    14
16                Number and Gender                                          14




<PAGE>



                              EMPLOYMENT AGREEMENT

DATE                                  24 June                               1999

PARTIES

1        RADICA GAMES LIMITED, a Bermuda company, having a registered address at
         Clarendon House, Church Street, Hamilton HM11, Bermuda

2        NEIL DOUGHTY who resides at 41 Park Lane, Knebworth,  Hertfordshire SG3
         6PH

RECITALS

A        Radica  is  engaged   through  its   subsidiaries   in  designing   and
         manufacturing  electronic and mechanical  gifts and games for worldwide
         sale, and ODM manufacturing for others.

B        Employee is currently Sales Director of Leda Media Products ("LMP") and
         has substantial executive management experience.

C        Radica  desires to secure the  services of  Employee,  and  Employee is
         willing to provide  such  services,  each upon the terms and subject to
         the conditions set forth in this Agreement.

AGREEMENT

1        DEFINITIONS

         For the  purposes  of this  Agreement,  the  parties  hereby  adopt the
         following definitions:

         CAUSE:

         (i)      breach by Employee of a fiduciary  obligation to any member of
                  Radica Group;



<PAGE>



         (ii)     commission  by  Employee of any act or omission to perform any
                  act (excluding the omission to perform any act attributable to
                  Employee's Total  Disability) which results in serious adverse
                  consequences to any member of Radica Group;

         (iii)    breach  of any of  Employee's  agreements  set  forth  in this
                  Agreement including,  but not limited to, continual failure to
                  perform substantially his duties with Radica Group,  excessive
                  absenteeism and dishonesty;

         (iv)     any attempt by Employee to assign or delegate  this  Agreement
                  or any of the rights, duties, responsibilities,  privileges or
                  obligations  hereunder  without the prior  written  consent of
                  Radica (except in respect of any delegation by Employee of his
                  employment duties hereunder to other employees of Radica Group
                  in accordance with its usual business practice);

         (v)      Employee's   being  charged  or  indictment  for,  or  written
                  confession of, a felony or any crime involving moral turpitude
                  under the laws of the United  Kingdom or Bermuda or the United
                  States or any state of Hong Kong other  than an offence  under
                  the Road  Traffic  Acts for  which  non-custodial  penalty  is
                  imposed;

         (vi)     death of Employee;

         (vii)    declaration  by a court that Employee is insane or incompetent
                  to manage his business affairs; or

         (viii)   the filing of any petition or other proceeding seeking to find
                  Employee bankrupt or insolvent;

         EMPLOYEE: Neil Doughty;

         1994 PLAN:  the 1994 stock  option plan  adopted by Radica,  as amended
         from time to time;


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<PAGE>

         RADICA: Radica Games Limited, a Bermuda company;

         RADICA GROUP: Radica and any other corporation or other entity which at
         the relevant time is more than fifty  percent (50%) owned,  directly or
         indirectly, by Radica;

         RESTRICTED  TERRITORIES:  the United Kingdom,  the Channel Islands, the
         Isle of Man, the Republic of Ireland.  France, Germany, China, Austria,
         Belgium, Czech Republic, Greece, Holland, Italy, Portugal, Scandinavia,
         Spain,  Switzerland  and any other  country  in which  Radica or Radica
         Group is resident or otherwise  carries on business at the  Termination
         Date;

         TERMINATION:   according  to  the  context,  the  termination  of  this
         Agreement  or  the  cessation  of  rendering   employment  services  by
         Employee;

         TOTAL  DISABILITY:  Employee  shall become  disabled to an extent which
         renders him unable to perform the essential  functions of his job, with
         or without reasonable accommodation,  for a cumulative period of twelve
         (12) weeks in any twelve (12) month period.

2        EMPLOYMENT

2.1      Commencing 1 July 1999,  Radica  hereby  employs  Employee and Employee
         hereby accepts  employment by Radica to serve as Managing Director LMP.
         In  such   capacity,   Employee  has   responsibility   for  sales  and
         distribution  of Radica's  products in Europe.  Employee  shall perform
         services of an executive nature consistent with his offices with Radica
         Group as may from time to time be assigned or  delegated  to him by the
         Board of Directors of Radica ("Board").

2.2      Employee will, unless prevented by sickness, injury or other incapacity
         or otherwise  agreed by the Board,  devote his full  business  time and
         attention to his duties under this Agreement.

2.3      Employee shall perform his duties under this  Agreement  principally in
         the United Kingdom and Europe.  It is  contemplated  that Employee will
         frequently  travel  to



                                       3
<PAGE>

         carry out his duties  under  this  Agreement,  including  travel to the
         offices  of  Radica  subsidiaries  in  Dallas,  Texas,  Hong  Kong  and
         California.  Air travel and other travel  arrangements will comply with
         current Radica Group policies respecting class of travel, etc.

2.4      Radica Group will provide  Employee,  including his spouse and children
         with  medical and dental  benefits,  as  provided to other  officers of
         similar seniority of Radica Group.

2.5      Radica Group will provide  Employee with an automobile  consistent with
         the current  practices of LMP. Radica Group will replace the automobile
         with another motor vehicle  suitable for the Employee's role and status
         of such value and at such intervals as the Board of Radica Group may in
         its reasonable  discretion decide in accordance with the current custom
         and practice within LMP.

2.6      Employee  shall have five (5) weeks paid  vacation  during each year of
         this Agreement  taken at such times as mutually  convenient to Employee
         and Radica  Group.  This  vacation is in addition to paid holidays that
         are allowed under Radica policy.

3        TERM OF EMPLOYMENT

3.1      This Agreement and Employee's employment hereunder shall commence as of
         1 July 1999 and continue for a minimum of two (2) years from this date.
         Thereafter the Agreement may be terminated by either party upon six (6)
         months' notice to the other party.

3.2      Notwithstanding   Clause  3.1  above,  this  Agreement  may  be  sooner
         terminated by Radica for Cause.

3.3      On termination of this  Agreement  pursuant to Clause 3.1 above,  or by
         Radica for Cause, all benefits and  compensation  shall cease as of the
         date of such Termination.



                                       4
<PAGE>



4        BUSINESS EXPENSE REIMBURSEMENT

         Employee  will be entitled  to  reimbursement  by Radica  Group for the
         proper  business  expenses paid by him on behalf of Radica Group in the
         course of his employment  hereunder on  presentation to Radica Group of
         appropriate  vouchers  (accompanied  by receipts or paid bills) setting
         forth information sufficient to establish:

4.1      the amount, date, and place of each such expense;

4.2      the  business  reason  for each  such  expense  and the  nature  of the
         business benefit derived or expected to be derived as a result thereof;
         and

4.3      the names, occupations,  addresses, and other information sufficient to
         establish the business  relationship  to Radica Group of any person who
         was entertained by Employee.

5        COMPENSATION

5.1      Radica  agrees to pay  Employee,  and  Employee  agrees to accept  from
         Radica, during the first year after 1 July 1999, for the services to be
         rendered   by  him   hereunder   a  minimum   salary  at  the  rate  of
         (pound)106,000  per year  payable  monthly in arrears.  Employee  shall
         receive  annual salary  reviews by the Board to take effect from 1 July
         in each year  commencing  2000,  provided that such salary shall not be
         reduced below (pound)106,000 per year.

5.2      Employee shall be considered for annual bonuses  pursuant to the Radica
         Games Bonus  Policy for  officers of Radica  Group.  Such Radica  Games
         Bonus Policy describes  potential  amounts of bonus which may be earned
         in respect of each fiscal year,  but with no  mandatory  amount for any
         particular  employee.  However,  in the case of Employee in both fiscal
         years 1999 and 2000, Employee shall be entitled to a guaranteed minimum
         bonus of(pound)50,000 in each year under such plan under the conditions
         that Employee has not terminated his employment before the plan payment
         dates, been terminated for cause by Radica prior to such



                                       5
<PAGE>



         date,  and that LMP shall have been  profitable  in its normal  trading
         activities in such Radica fiscal year as the bonus payment pertains.

5.3      If Radica Group  institutes a  retirement,  bonus or other benefit plan
         which  applies  generally  to  executive  officers  of Radica  Group of
         similar  status as Employee,  Employee shall be entitled to participate
         therein,  but not to the extent such benefits  would be  duplicative of
         the benefits herein.

5.4      All payments by Radica Group shall be subject to required  withholdings
         including taxes.

6        STOCK OPTIONS

6.1      As of the date of this  agreement,  Radica hereby grants to Employee an
         option to purchase  50,000  shares of the common stock of Radica at the
         current  market price as of the date of this  Agreement  subject to the
         terms and  conditions  of this Clause 6 and the 1999 Plan (the "Initial
         Stock Option").

6.2      Additionally,  at or promptly  after the end of each of Radica's  2000,
         2001 and 2002 fiscal years (i.e.,  fiscal  years ending  December  31),
         Radica  shall grant to Employee an option (up to three such  options in
         total) to purchase  twenty-five  thousand (25,000) shares (up to 75,000
         shares  in the  aggregate)  of the  common  stock of Radica at the then
         applicable  market price,  subject to the terms and  conditions of this
         Clause 6 and the 1999 Plan, provided,  however,  that  each such  grant
         shall be subject to the  conditions  that (i) Employee  continues to be
         employed in good  standing by Radica Group through the relevant date of
         grant and (ii)  sufficient  shares are available under the 1999 Plan to
         cover Employee and other similarly situated  executives (i.e., adequate
         shares must be available for this special  programme in the option pool
         under the 1999 Plan). If such quantity of shares is not available,  the
         grant  dates will roll  forward by one year per year until such  shares
         are available. Such stock options under this Clause 6.2 and the Initial
         Stock Option are herein called the "Stock Options".

6.3      The Stock  Options shall vest and become  exercisable  20% per year for
         each year  Employee is employed by Radica Group  following  the date of
         grant, commencing at the first anniversary of the date of grant.



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<PAGE>



6.4      The number of shares  subject to the Stock Options will be adjusted for
         stock  splits and reverse  splits  Provided  that such number of shares
         shall not be adjusted if Radica should  otherwise  change or modify its
         capitalisation,  including but not limited to the issuance by Radica of
         new securities (including options or convertible securities),  ESOPs or
         other  employee  stock plans.  It is the intent of the parties that the
         stock subject to the Stock Options shall be subject to dilution, except
         for stock splits and reverse splits.

6.5      Any other provision  hereof to the contrary  notwithstanding  (i) as of
         the date of Termination in the event of Termination  pursuant to Clause
         3.1 or Termination by Radica for Cause or by Employee  without  consent
         of Radica,  or (ii) twelve (12) months after the date of Termination in
         the  event  of  Termination  by  Radica  without  Cause  or  the  Total
         Disability of Employee  (each of such  applicable  dates being called a
         "Determination   Date")   Employee  shall  forfeit  the  Stock  Options
         (measured by percentages of the stock subject to the Stock Options) and
         they shall expire as follows:

6.5.1    if the  Determination  Date is within the first year after the date the
         Stock Option is granted (the "Grant Date") then Employee  shall forfeit
         100% of the stock subject to the Stock Option;

6.5.2    if the  Determination  Date is  after  the end of said  first  year and
         within  the second  year  after the Grant  Date,  then  Employee  shall
         forfeit 80% of the stock subject to the Stock Option;

6.5.3    if the  Determination  Date is after  the end of said  second  year and
         within the third year after the Grant Date, then Employee shall forfeit
         60% of the stock subject to the Stock Option;

6.5.4    if the  Determination  Date is  after  the end of said  third  year and
         within  the fourth  year  after the Grant  Date,  then  Employee  shall
         forfeit 40% of the stock subject to the Stock Option; or




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<PAGE>



6.5.5    if the  Determination  Date is after  the end of said  fourth  year and
         within the fifth year after the Grant Date, then Employee shall forfeit
         20% of the stock subject to the Stock Option.

6.6      In  any  event  each  Stock  Option  shall  expire  to the  extent  not
         previously  exercised  on the  tenth  anniversary  of the  Grant  Date.
         Otherwise,  Employee may at any time within ninety (90) days  following
         the Determination Date, exercise his right to purchase stock subject to
         the Stock Options, but subject to the foregoing  provisions  respecting
         vesting and forfeitures.

6.7      Employee shall have no right to sell, alienate,  mortgage, pledge, gift
         or otherwise  transfer the Stock Options or any rights thereto,  except
         by will or by the laws of  descent  and  distribution,  and  except  as
         specifically  contemplated in the 1994 Plan. In any event, any transfer
         must comply with applicable state and federal securities laws.

6.8      Upon Termination,  Employee shall have no claim against Radica for loss
         arising out of  ineligibility  to exercise any Stock Options granted to
         him or otherwise in relation to the 1999 Plan or any other stock option
         plan adopted by Radica and the rights of Employee  shall be  determined
         solely  by the rules of such  plan(s)  (as the case may be) in force at
         Termination.

7        CONFIDENTIALITY AND RESTRICTIONS FOLLOWING TERMINATION

7.1      Employee  understands  and agrees  that he has been  exposed to (or had
         access  to),  and  may be  further  exposed  to (or  have  access  to),
         confidential  information,   knowhow,   knowledge,   data,  techniques,
         computer  software and  hardware,  and trade  secrets of Radica  Group,
         including,  without  limitation,  customer  or  supplier  requirements,
         notes, drawings,  writings,  designs, plans,  specifications,  records,
         charts,  methods,  procedures,  systems,  price lists,  financial data,
         records,  and customer or supplier  lists  (collectively  "Confidential
         Information").  Notwithstanding  the above,  the following shall not be
         considered  "Confidential  Information"  within  the  meaning  of  this
         sub-Clause:  (i) information  known to Employee or to the public at the
         date of this Agreement;  and (ii) information  which hereafter  becomes
         known to the public through no fault of Employee.  Accordingly,  except
         as  permitted or required in the  performance  of his duties for



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         Radica Group,  Employee agrees not to disclose,  divulge,  make public,
         utilise,  communicate  or use,  whether  for his own benefit or for the
         benefit of others,  either  directly or  indirectly,  any  Confidential
         Information  relating to Radica Group's  business  unless  specifically
         authorised in writing by Radica to do so.

7.2      Employee  acknowledges that during the course of his employment he will
         be privy to Confidential  Information  and that he will make,  maintain
         and develop personal knowledge of, influence over and valuable contacts
         with customers,  suppliers, staff and third parties. Employee therefore
         covenants with Radica that:

7.2.1    he will not in the  Restricted  Territories  for the period of one year
         following Termination directly or indirectly in competition with Radica
         or Radica Group engage in business with or be in any way  interested in
         or connected  with any  concern,  undertaking,  firm or body  corporate
         which  engages  in or  carries  on  within  any part of the  Restricted
         Territories any business which competes with any business carried on by
         Radica or Radica Group as at Termination in which Employee was involved
         on  behalf of Radica or  Radica  Group at any time  within  the  twelve
         months immediately preceding Termination and in particular (but without
         limitation)  the  business  of  the  manufacture  and  distribution  of
         peripherals and accessories to the video games and PC games market;

7.2.2    he will not in the  Restricted  Territories  for the period of one year
         following Termination directly or indirectly:-

         7.2.2.1  interfere with or, in competition  with Radica or Radica Group
                  in relation to any business  which  competes with any business
                  carried on by Radica or Radica Group at  Termination  in which
                  Employee  was  involved on behalf of Radica or Radica Group at
                  any  time  within  the  twelve  months  immediately  preceding
                  Termination,  offer or agree to provide  goods or  services of
                  any  description  to, or solicit or  endeavour  to entice away
                  from Radica or Radica Group the custom of any person,  firm or
                  body corporate  which, at any time during the period of twelve
                  months immediately preceding Termination,  has been a customer
                  or  client  of,  or in the habit of  dealing  with,  Radica or
                  Radica Group or which, at any time during that period,  was to
                  his  knowledge



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                  negotiating  with  Radica or Radica  Group in  relation to the
                  provision of goods or services by Radica or Radica Group;

         7.2.2.2  interfere or seek to interfere with contractual or other trade
                  relations  between  Radica or  Radica  Group and any of its or
                  their respective  suppliers in existence or under  negotiation
                  at any time  during  the period of twelve  months  immediately
                  preceding Termination;

         7.2.2.3  solicit  the  services  of or  endeavour  to entice  away from
                  Radica or  Radica  Group any  director,  senior or  managerial
                  employee  or  consultant  of  Radica  or  Radica  Group  known
                  personally to the Executive  (whether or not such person would
                  commit any breach of his contract of  employment or engagement
                  by reason of leaving the service of such company) or knowingly
                  employ,  assist  in or  procure  the  employment  by any other
                  person, firm or body corporate of any such person.

7.3      The  Executive  agrees that the  restrictions  contained  in Clause 7.2
         shall apply in relation to all  customers  and  suppliers  with whom he
         personally  has had dealings on behalf of Radica  notwithstanding  that
         such  customers  and  suppliers  may have been  introduced to Radica or
         Radica Group by Employee  before or during his employment  with Radica.
         He further agrees that if any of the restrictions in Clause 7.2 is held
         to be void or ineffective for any reason, but would be held to be valid
         and  effective if part of its wording were  deleted,  that  restriction
         shall apply with such  deletions  as may be  necessary to make it valid
         and effective.

7.4      The  restrictions  contained in each  sub-clause of Clause 7.2 shall be
         construed as separate  and  individual  restrictions  and shall each be
         capable of being severed without prejudice to the other restrictions or
         to the remaining provisions.

7.5      Employee waives  irrevocably all Moral Rights (as defined in Chapter IV
         of Part I of the Copyright,  Designs and Patents Act 1988) in any works
         produced  during his employment in which  copyright is vested in Radica
         or Radica  Group  whether by virtue of this  Clause  7.5 or  otherwise.
         Employee  shall promptly  communicate  and disclose to Radica Group all
         information, inventions,  improvements,



                                       10
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         discoveries,  knowhow, methods, techniques, processes, observations and
         data  ("Proprietary  Information")  obtained,  developed,  invented  or
         otherwise  discovered  by him in the  course  of this  employment.  All
         written  materials,  records,  computer  programs or data and documents
         made by Employee or coming into his  possession  during the  employment
         period  concerning  any  Proprietary  Information  used or developed by
         Radica Group, or by Employee,  shall be the sole exclusive  property of
         Radica Group.  Employee shall have no right,  title or interest therein
         notwithstanding  that he may have  purchased  the  medium on which such
         Proprietary Information is recorded.

7.6      Upon  Termination,  Employee  shall  not  take  with  him  any  of  the
         Confidential Information or Proprietary Information.  Upon Termination,
         or at any time upon the  request of  Radica,  Employee  shall  promptly
         deliver all Confidential Information and Proprietary  information,  and
         all copies  thereof,  to Radica  Group with no cost or charge to Radica
         Group.  Upon request by Radica,  Employee  shall  promptly  execute and
         deliver any documents  necessary or convenient to evidence ownership of
         the  Confidential  Information  and  Proprietary  Information by Radica
         Group, or the transfer and assignment of the  Confidential  Information
         and Proprietary Information to Radica Group without cost or charge. The
         provisions  of this  Clause 7 shall  survive  any  Termination  of this
         Agreement.

8        TERMINATION

8.1      Upon Termination  Employee shall  immediately  resign without claim for
         compensation for loss of office (but without  prejudice to any claim he
         may have against  Radica arising out of any breach of this Agreement by
         Radica)  from such offices held by him in Radica and any company in the
         Radica  Group  and from any other  offices  he may hold as  nominee  or
         representative of Radica and any company in the Radica Group and Radica
         is  irrevocably  authorised  by Employee to appoint  some person in his
         name  and on  his  behalf  to  sign  any  documents  and do any  things
         necessary or requisite to give effect to such resignations.

8.2      If either  party gives  notice to terminate  this  Agreement,  Employee
         agrees:

8.2.1    that for a period  not  exceeding  three  months  the  Board may in its
         absolute  discretion  require Employee not to perform any of his duties
         and may require



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<PAGE>



         him not to have any  contact  with  clients or  customers  of Radica or
         Radica Group nor any contact  (other than purely  social  contact) with
         such  employees of Radica or Radica Group as the Board shall  determine
         and/or  may  exclude  him from any  premises  Radica  or  Radica  Group
         (without providing any reason for doing so); and

8.2.2    that such action on the part of Radica shall not constitute a breach of
         this  Agreement nor shall  Employee  have any claim  against  Radica in
         respect of any such action;

         Provided always that throughout such period Employee's salary and other
         benefits  shall not cease to be paid or provided  (unless and until his
         employment is terminated).

9        BENEFIT AND BINDING EFFECT

         This Agreement shall inure to the benefit of and be binding upon Radica
         and its  successors  and  assigns,  including  but not  limited  to any
         corporation,   person  or  other   entity  which  may  acquire  all  or
         substantially  all  of  the  assets  and  business  of  Radica  or  any
         corporation with or into which it may be consolidated or merged. Radica
         may  assign its rights  and  obligations  to another  present or future
         member  of  Radica  Group.  The  rights  and  obligations  of  Employee
         hereunder  may not be delegated or assigned,  except that Employee may,
         without the prior consent of any member of Radica Group,  assign to his
         spouse, or to a family member,  proceeds of payments resulting from his
         death or a disability which, in either case, occurs after a termination
         of this Agreement.

10       COUNTERPARTS

         This Agreement may be executed in counterparts,  each of which shall be
         deemed an original but all of which shall  constitute  one and the same
         instrument.

11       GOVERNING LAW

         This  agreement  shall be governed by and construed in accordance  with
         the law of



                                       12
<PAGE>

         England and Wales. The parties submit to the non-exclusive jurisdiction
         of the English Courts as regards to any claim, dispute or matter out of
         or relating to this Agreement.

12       ENTIRE AGREEMENT

         12.1 This  Agreement  sets  forth and is an  integration  of all of the
         promises,  agreements,  conditions and understandings among the parties
         hereto with respect to all matters contained or referred to herein, and
         all prior promises, agreements, conditions, understandings,  warranties
         or  representations,  oral,  written,  express or  implied,  are hereby
         superseded and merged herein.

12.2     This  Agreement  replaces  all  previous  contracts of service or other
         employment  arrangements  between  Employee  and  Leda  Media  Products
         Limited,  which  shall have no further  effect as from the date of this
         Agreement.

13       VALIDITY OF PROVISIONS

         Should any  provision(s) of this Agreement be void or  unenforceable in
         whole or in part, the remainder of this Agreement  shall not in any way
         be affected thereby, and such provision(s) shall be modified or amended
         so as to  provide  for  the  accomplishment  of  the  provision(s)  and
         intentions of this Agreement to the maximum extent possible.

14       MODIFICATIONS OR DISCHARGE

         This  Agreement  shall  not  be  deemed  waived,   changed,   modified,
         discharged  or  terminated  in whole or in part,  except  as  expressly
         provided  for herein or by  written  instrument  signed by all  parties
         hereto.

15       NOTICES

         Any notice  which  either  party may wish to give to the other  parties
         hereunder shall be deemed to have been given when actually  received by
         the party to whom it is addressed. Notices by Employee to either Radica
         or Radica USA shall be



                                       13
<PAGE>

         sent to both of them.  Notices hereunder may be sent by courier,  mail,
         telefax,  telegram or telex,  to the  following  addresses,  or to such
         other  addresses  as the parties may from time to time  furnish to each
         other by like notice:

         To.      Radica Games Limited
                  180 South Lake Avenue
                  Suite 440
                  Pasadena
                  California 91101

                  USA

                  Attention:       Patrick S Feely
                  Telephone:       (626) 744 1150
                  Telefax:         (626) 744 1155

         To:      Employee:

                  Mr. Neil Doughty
                  c/o Leda Media Products
                  Stonemasons House
                  75 Railway Street
                  Hertford
                  Herts  SG14 1RP
                  Telephone:       (44) 01992 503133
                  Telefax:         (44) 10992 503061

16       NUMBER AND GENDER

         In this Agreement,  the masculine shall include the feminine and neuter
         and vice  versa,  and the  singular  shall  include the plural and vice
         versa, as the context may reasonably require or permit.

IN WITNESS  whereof,  the parties have executed this Agreement as of the day and
year first above written.

SIGNED by                           )  Signed on behalf of Radica Games Limited
for and on behalf of RADICA GAMES   )  by Patrick S Feely
LIMITED                             )






SIGNED by NEIL DOUGHTY              )  Signed by Neil Doughty
[1208587.01]

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