Exhibit 10.14


                            AMENDMENT AND RESTATEMENT
                                       OF
                              EMPLOYMENT AGREEMENT

         THIS AMENDMENT AND RESTATEMENT is made and entered into as of October
4, 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
among Radica Games Limited, a Bermuda company, having an office at Suite R, 6/F,
2-12 Au Pui Wan Street, Fo Tan, Hong Kong, Disc, Inc., a Nevada corporation (dba
Radica Innovations), having an office at 13628A Beta Road, Dallas, Texas 75244,
and Lam Siu Wing, who resides at 7909 Aqua Vista Drive, Plano, Texas 75025.

         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, Radica Innovations is engaged in design services and
engineering for products manufactured by Radica;

         WHEREAS, Employee has substantial executive management experience
including design and engineering experience;

         WHEREAS, Radica Innovations 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.

         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:


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          (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;

          (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 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;


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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 Lam Siu Wing.


         (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, Radica Innovations 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)  "Radica Innovations" means Disc, Inc., a Nevada corporation.

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

     (i)  "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.



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2.   EMPLOYMENT.

     (a)  Employee has previously been employed by Radica as Vice President,
          Engineering and as one of the Directors of Radica. In such capacities,
          Employee has had responsibility for design services and engineering
          affecting the Radica Group generally, including Radica Innovations.
          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 no change in the title or status of Employee for
          purposes of his employment by Radica Group, except that Employee shall
          be promoted to the title of Executive Vice President, Engineering of
          Radica. Employee's principal employer within Radica Group shall be
          Radica Innovations, 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.

     (c)  Employee shall perform his duties under this Agreement principally in
          or around Dallas, Texas. It is contemplated Employee will frequently
          travel to carry out his duties under this Agreement, including travel
          to the offices of Radica Group 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, and life insurance program, as
          provided to other officers of Radica Group.

     (e)  Employee shall have four (4) 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


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          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.

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 Innovations agrees to pay Employee, and Employee
     agrees to accept from Radica Innovations, 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 $160,000 per annum payable in arrears in
     monthly installments. Employee shall receive annual salary reviews by the
     Board provided that such salary shall not be reduced below US $160,000 per
     year.

     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.


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     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.

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


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          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;

               (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



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          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
          (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.


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     (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 Radica Innovations, their 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 Radica Innovations or any corporation with or into
     which they may be consolidated or merged. Radica and Radica Innovations may
     assign their 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.

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.



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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 Innovations 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:  Disc, Inc.
                    (dba Radica Innovations).
                    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:  Radica Games Limited
                    Suite R, 6/F
                    2-12 Au Pui Wan Street
                    Fo Tan
                    Hong Kong
                    Attention: David C.W. Howell
                    Telephone:  (852) 2693 2238
                    Telefax:    (852) 2695 9657

               To:  Employee:

                    Mr. Lam Siu Wing
                    7909 Aqua Vista Drive
                    Plano, Texas 75025
                    U.S.A.
                    Telephone:  (972) 491-2915
                    Telefax:    (972) 491-2915

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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         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
                                                --------------------------------


                                            DISC, INC. (dba RADICA INNOVATIONS)


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


                                            LAM SIU WING


                                                  /s/ Lam Siu Wing
                                            ------------------------------------





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