Exhibit 10.13


                            AMENDMENT AND RESTATEMENT
                                       OF
                              EMPLOYMENT AGREEMENT


         THIS AMENDMENT AND RESTATEMENT is made and entered into as of September
29, 2000 in order to amend and restate in its entirety the following  Employment
Agreement between the parties named below. The amendments made by this Amendment
and Restatement  shall be effective as of August 23, 1999 (being the date of the
Compensation and Organization  Committee meeting that approved these amendments)
but the other provisions of the Agreement shall be dated as of the original date
of the Agreement or as of the date of any prior amendments,  as the case may be.
This  Amendment  and  Restatement  is intended to embody all  previously  agreed
amendments and to supercede all prior versions of the Agreement.

         THIS AGREEMENT is made and entered into as of December 15, 1998, by and
between Radica Games Limited, a Bermuda company,  having a registered address at
Clarendon House, Church Street,  Hamilton HM11, Bermuda,  and David C.W. Howell,
who resides at 46 Che Keng Tuk Road, Sai Kung, New Territories, Hong Kong.

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

         WHEREAS,  Employee  has  substantial  executive  management  experience
including financial and accounting experience;

         WHEREAS,  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 all as negotiated and agreed by the
parties in Pasadena, California, USA on December 14, 1998.

         NOW, THEREFORE,  in consideration of the premises, the parties agree as
follows:

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


         (a) "Cause" means:

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

             (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;


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<PAGE>

             (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 arrest or indictment for, or written  confession of,
a felony or any crime  involving  moral  turpitude  under the laws of the United
States or Bermuda or any state or of Hong Kong;

             (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.

         (aa) A "Change in Control"  shall be deemed to have occurred if, at any
time after the commencement of employment hereunder:  (i) any person or group of
persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of
1934,  as amended  (the "1934 Act"))  together  with its  affiliates,  excluding
employee  benefit plans of Radica,  is or becomes,  directly or indirectly,  the
"beneficial  owner" (as defined in rule 13d-3 promulgated under the 1934 Act) of
securities of Radica  representing  50% or more of the combined  voting power of
Radica's then  outstanding  securities;  or (ii) as a result of a proxy contest,
merger,  consolidation,  sale of assets,  tender offer or exchange offer or as a
result of any  combination of the  foregoing,  Directors who were members of the
Board of  Directors  of Radica  two years  prior to such time and new  Directors
whose election or nomination for election by Radica's  shareholders was approved
by a vote of at least  two-thirds  of the  Directors  still in  office  who were
Directors two years prior to such time,  cease to constitute at least two-thirds
of the members of the Board of Directors of Radica; or (iii) the shareholders of
Radica approve a merger or consolidation of Radica with any other corporation or
entity  regardless  of which  entity  is the  survivor,  other  than a merger or
consolidation  which would result in the voting securities of Radica outstanding
immediately   prior  thereto   continuing  to  represent  (either  by  remaining
outstanding or being converted into voting  securities of the surviving  entity)
at least 50% of the combined voting power of the voting  securities of Radica or
such   surviving   entity   outstanding   immediately   after  such   merger  or
consolidation;  or (iv) the  shareholders  of Radica  approve a plan of complete
liquidation  or winding-up of Radica or an agreement for the sale or disposition
by Radica of all or substantially all of Radica's assets.

         (b) "Dollars" and "US$" means United States dollars.

         (c) "Employee" means David C.W. Howell.


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<PAGE>

         (cc) "Good Reason" shall mean the occurrence  after a Change in Control
of any of the following  events without the Employee's  express written consent:
(i) the assignment to the Employee of duties  inconsistent with his position and
status as an executive of the Radica Group,  or a substantial  alteration in the
nature,  status or prestige of the Employee's  responsibilities  with the Radica
Group from those in effect immediately prior to such Change in Control;  or (ii)
a reduction  in the  Employee's  base salary or bonus at the rate most  recently
approved by the Board  prior to the  occurrence  of such  Change in Control;  or
(iii) any other material  adverse  change in the terms or conditions,  including
location  and travel,  of the  Employee's  employment  hereunder  following  the
occurrence of such Change in Control.

         (d) "1994 Plan" means the 1994 stock option plan adopted by Radica,  as
amended from time to time.

         (e) "Radica" means Radica Games Limited, a Bermuda company.

         (f) "Radica  Group"  means  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.

         (g) "Termination"  means,  according to the context, the termination of
this Agreement or the cessation of rendering employment services by Employee.

         (h) "Total  Disability"  means  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.

         (a) Employee has  previously  been employed by Radica as Executive Vice
President,  Chief Financial Officer,  Chief Accounting Officer and as one of the
Directors of Radica.  In such capacities,  Employee has had  responsibility  for
financial  and  accounting   matters  affecting  the  Radica  Group.  All  prior
employment  agreements and arrangements  between Radica Group and Employee shall
be superceded and merged into this Agreement, but so that employment of Employee
shall  continue  without any break in service and with change in the  Employee's
title to President Asia Operations,  Chief Financial Officer for purposes of his
employment by Radica Group.  Employee's  principal  employer within Radica Group
shall be Radica  itself,  but his duties shall extend to other members of Radica
Group.  During his period of employment,  employee also agrees to serve in other
executive  capacities  for  Radica  Group as may be  determined  by the Board of
Directors of Radica  ("Board").  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.

         (b) Employee  will devote his full  business  time and attention to his
duties under this Agreement.



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<PAGE>

         (c) Employee shall perform his duties under this Agreement  principally
in Hong Kong and China.  It is contemplated  Employee will frequently  travel to
carry out his duties under this  Agreement,  including  travel to the offices of
Radica  subsidiaries  in Nevada and  California.  Air  travel  and other  travel
arrangements will comply with current Radica Group policies  respecting class of
travel, etc.

         (d)  Radica  Group  will  provide  Employee,  including  his spouse and
children,  with medical and dental  benefits,  as provided to other  officers of
Radica Group.

         (e) Radica Group will contribute to a provident fund for the benefit of
Employee on such terms and  conditions  to be agreed  between  Radica  Group and
Employee.

         (f) Radica Group will provide Employee with  accommodation in Hong Kong
of a standard and size  commensurate  (in the opinion of Radica  Group) with the
position and remuneration for the time being.

         (g) Radica Group will provide  Employee  with a motor car of a size and
type  commensurate  (in the  opinion  of Radica  Group)  with his  position  and
remuneration for the time being which he will be permitted to use for reasonable
private  journeys.  Radica  Group  will  contract  for and  pay the  cost of all
repairs, maintenance, fuel, lubricants and insurance thereof.

         (h) 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.

         3. TERM OF EMPLOYMENT.

         (a) This Agreement and Employee's  employment  hereunder shall commence
as of December 15, 1998 and continue until the second  anniversary of such date,
and shall be renewed  annually at each December 15 anniversary  date (commencing
December 15, 1999) for an additional  one year period so that the term hereof at
each renewal date shall be a two year period,  unless a party to this  Agreement
gives  notice at least  ninety  (90) days prior to such  renewal  date that this
Agreement shall not be renewed,  in which case this Agreement shall terminate at
the end of the ensuing year.

         (b)  Notwithstanding  Paragraph (a) above, this Agreement may be sooner
terminated by Radica for Cause, by Employee without consent of Radica, by Radica
without  Cause,  or by Radica in the event of the Total  Disability of Employee.
This Agreement may also be sooner terminated by Employee following any Change in
Control and if  following  such Change in Control  Employee  has Good Reason for
such   Termination;   such   Termination   by  Employee   is  herein   called  a
"Termination/Change in Control".

         (c) On termination  of this Agreement  pursuant to Paragraph (a) above,
or by Radica for Cause, or by Employee  without consent of Radica,  all benefits
and compensation shall cease as of the date of such Termination.  On termination
of this  Agreement by Radica without Cause or by Employee for Good Reason in the
event of a  Termination/Change  in  Control or in event of Total  Disability  of
Employee, all benefits and compensation shall continue at the rate most recently
approved by the Board for twelve (12) months after such a Termination.



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<PAGE>

         4.  BUSINESS  EXPENSE  REIMBURSEMENT.  Employee  will  be  entitled  to
reimbursement by Radica Group for the reasonable  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:

         (i) the amount, date, and place of each such expense;

         (ii) 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

         (iii)  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.  Radica agrees to pay Employee, and Employee agrees to
accept from  Radica,  during the first year after  December  15,  1998,  for the
services  to be  rendered  by him  hereunder  a  minimum  salary  at the rate of
US$162,000  per annum and holiday  warrant  allowance  of  US$20,000  payable in
arrears in thirteen (13) installments, payable monthly, with two (2) payments at
the end of January.  Employee  shall receive  annual salary reviews by the Board
provided  that such salary and holiday  warrant  allowance  shall not be reduced
below US$182,000 per year. Such compensation shall be paid to Employee's account
in Jersey or such other place as he may from time to time direct.

         In respect of the payments under holiday warrant allowance, Employee is
requested to provide receipts and/or invoices to substantiate these payments.

         In so far as the total  receipts or invoices  exceed the figures  under
holiday  warrant  allowance,  no additional  payment will be made to Employee in
respect of the  excess.  In so far as the total of such  receipts or invoices is
less than the said figures,  Radica Group may declare a  discretionary  bonus in
Employee's  favor.  This  bonus  will  be  taxable  as  normal  remuneration  in
Employee's hands.

         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.

         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.

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



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<PAGE>

         6. STOCK OPTIONS.


         (a) (i) Nothing in this Agreement shall affect stock options previously
granted to  Employee,  which shall  continue to be governed by the 1994 Plan and
the terms of the grant of such stock options.

         (ii)  Additionally,  at or  promptly  after the end of each of Radica's
Annual  General  Meetings  held in 2000,  2001 and 2002,  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 Section 6 and the 1994 Plan;  provided,  however,  that each
such grant shall be subject to the conditions that (x) Employee  continues to be
employed in good standing by Radica Group through the relevant date of grant and
(y)  sufficient  shares are available  under the 1994 Plan to cover Employee and
other similarly situated  executives (i.e. adequate shares must be available for
this special  program in the option pool under the 1994 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 (ii)
are herein called the "Stock Options".

         (iii) 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.

         (b) 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  capitalization,
including but not limited to the issuance by Radica of new securities (including
options or convertible securities),  ESOP's 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.

         (c) Any other provision hereof to the contrary notwithstanding,  (i) as
of the date of Termination in the event of Termination  pursuant to Section 3(a)
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 by Employee for Good Reason in the event
of a Termination/Change  in Control 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:

         (A) 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;

         (B) 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;



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<PAGE>

         (C) 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;

         (D) 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

         (E) 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.

         (d) 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.

         (e) 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.

         7. NON-COMPETE; CONFIDENTIALITY.

         (a) During the term of employment of Employee,  and for a period of one
year after any Termination (other than in the event of a  Termination/Change  in
Control) of such  relationship  or employment for any reason (either by Employee
or Radica),  with or without cause,  voluntarily or involuntarily (the period of
employment  plus such additional  year being called the  "Prohibition  Period"),
Employee agrees that he will not engage in, be employed by or become  affiliated
with, in the United States of America or anywhere else in the world, directly or
indirectly, any person or entity which offers, develops,  performs or is engaged
in  services,  products or systems  which are  competitive  with the business of
Radica Group or any other  products,  services or systems  hereafter  developed,
produced or offered by Radica  Group,  to be determined at the relevant time but
not later than the commencement of such one-year period ("Companies' Business").
During the  Prohibition  Period,  Employee  shall not,  directly or  indirectly,
become an owner or  member,  to the  extent  of an  ownership  interest  of five
percent (5%) or more,  of a joint  venture,  partnership,  corporation  or other
entity, or a consultant,  employee, agent, officer or director of a corporation,
joint venture,  partnership or other entity, which is competitive with, directly
or indirectly, the Companies' Business.

         (b) 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 or  related  to the  Companies'
Business,  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


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<PAGE>

(collectively  "Confidential  Information").   Notwithstanding  the  above,  the
following shall not be considered "Confidential  Information" within the meaning
of this section:  (a) information known to Employee or to the public at the date
of this  Agreement;  and (b) 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 Radica Group,  Employee agrees not
to disclose, divulge, make public, utilize,  communicate or use, whether for his
own benefit or for the benefit of others,  either  directly or  indirectly,  any
Confidential   Information   relating  to  the   Companies's   Business   unless
specifically authorized in writing by Radica to do so.

         (c) Employee  shall promptly  communicate  and disclose to Radica Group
all  information,  inventions,  improvements,   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.

         (d) 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  Section  7  shall  survive  any  Termination  of this
Agreement.

         8.  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.

         9. 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.

         10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAW OF THE STATE OF NEVADA WITHOUT  REFERENCE TO THE CHOICE
OF LAW PRINCIPLES THEREOF.


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<PAGE>

         11. ENTIRE  AGREEMENT.  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. 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.

         13.  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.

         14.  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 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
                    U.S.A.
                    Attention: Patrick S. Feely
                    Telephone:  (626) 744-1150
                    Telefax:    (626) 744-1155

               To:  Employee:
                    Mr. David C.W. Howell
                    46 Che Keng Tuk Road
                    Sai Kung, New Territories, Hong Kong
                    Telephone:  852-2791-1654
                    Telefax:    852-2791-1514

         15. NUMBER; 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.


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<PAGE>



         IN WITNESS  WHEREOF,  the parties  have  executed  this  Amendment  and
Restatement as of the day and year first above written.

                                            RADICA GAMES LIMITED


                                            By:  /s/ Patrick S. Feely
                                               ---------------------------------



                                            DAVID C.W. HOWELL


                                                /s/ David C.W. Howell
                                            ------------------------------------


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