Exhibit 10.11


                            AMENDMENT AND RESTATEMENT
                                       OF
                              EMPLOYMENT AGREEMENT

         THIS AMENDMENT AND RESTATEMENT is made and entered into as of September
27, 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, made and entered into as of the 16th day of May, 1997,
provided the employment hereunder shall commence July 1, 1997, by and among
Radica Enterprises Ltd., a Nevada corporation, having an office at 5301 Longley
Lane, Suite 157, Reno, Nevada 89511, Radica Games Limited, a Bermuda company,
having an office at Suite R, 6/F, 2-12 Au Pui Wan Street, Fo Tan, Hong Kong, and
Patrick Feely, who resides at 751 Linda Vista Avenue, Pasadena, California
91103.

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

         WHEREAS, Radica USA is engaged in marketing and distributing products
manufactured by Radica;

         WHEREAS, Employee has substantial executive management experience
including marketing experience in the United States;

         WHEREAS, Radica USA and Radica desire 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:

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


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          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
               or Radica USA (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.

     b)   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


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          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.

     c)   "Dollars" and "US$" means United States dollars.

     d)   "Employee" means Patrick Feely.

     e)   "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.

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

     g)   "Radica" means Radica Games Limited, a Bermuda company.

     h)   "Radica Group" means Radica, Radica USA and any other corporation or
          other entity which at the relevant time is more than fifty percent
          (50%) owned, directly or indirectly, by Radica.

     i)   "Radica USA" means Radica Enterprises Ltd., a Nevada corporation.

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

     k)   "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


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          reasonable accommodation, for a cumulative period of twelve (12) weeks
          in any twelve (12) month period.


2.   EMPLOYMENT.

     a)   Commencing July 1, 1997, Radica hereby employs Employee and Employee
          hereby accepts employment by Radica to serve as the President and
          Chief Operating Officer of Radica. Employee shall also be employed as
          the President, or in another senior executive position, of Radica USA.
          During his period of employment, employee also agrees to serve as a
          member of the board of directors of Radica, Radica USA and of such
          other members of 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 and Radica
          USA and as a director of Radica as may from time to time be assigned
          or delegated to him by the Board. It is envisioned that these duties
          will include inter alia management of the business of Radica USA.

     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 Los Angeles. It is contemplated Employee will frequently
          travel to carry out his duties under this Agreement, including travel
          to the offices of Radica USA in Nevada and Texas. Air travel and other
          travel arrangements will comply with current Radica Group policies
          respecting class of travel, etc.

     d)   Radica Group will provide to Employee, his spouse and children medical
          benefits which are 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 July 1, 1997 and continue until the second anniversary of such
          date, and shall be renewed annually at each July 1 anniversary date
          (commencing July 1, 1998) 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.



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     b)   Notwithstanding Paragraph (a) above, this Agreement may be sooner
          terminated by Radica or Radica USA for Cause, by Employee without
          consent of Radica or Radica USA, by Radica or Radica USA without
          Cause, or by Radica or Radica USA 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 or Radica USA for Cause, or by Employee without consent of
          Radica or Radica USA, all benefits and compensation shall cease as of
          the date of such Termination. On termination of this Agreement by
          Radica or Radica USA 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 USA agrees to pay Employee, and Employee agrees to
     accept from Radica USA, during the first year after July 1, 1997, for the
     services to be rendered by him hereunder a minimum salary at the rate of
     US$185,000 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$185,000 per year. Employee shall also be
     entitled to a signing bonus of U.S.$15,000.



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

6.   STOCK OPTIONS.

     a)   (i) As of the date of this Agreement, Radica hereby grants to Employee
          an option to purchase three hundred thousand (300,000) shares of the
          common stock of Radica at $3.625 per share (representing the current
          market price as of a recent date), subject to the terms and conditions
          of this Section 6 and the 1994 Plan (the "Initial Stock Option").

          (ii) Additionally, with reasonable promptness after the end of each of
          Radica's 1998, 1999 and 2000 fiscal years (i.e., fiscal years ending
          October 31 in such years), Radica shall grant to Employee an option
          (up to three such options in total) to purchase sixty thousand
          (60,000) shares (up to 180,000 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 condition that
          Radica achieves consolidated income from continuing operations before
          income taxes of at least U.S.$9.0 million in fiscal year 1998,
          U.S.$11.0 million in fiscal year 1999, and U.S.$14.0 million in fiscal
          year 2000, respectively. The determination of the amount of
          consolidated income from continuing operations before income taxes
          shall be based on Radica's consolidated statement of operations
          included in its annual report on Form 20-F for such year as filed with
          the Securities and Exchange Commission. For comparability purposes, it
          is noted that the amount of consolidated income from continuing
          operations before income taxes for the fiscal year ended October 31,
          1996 was $3.086 million. If such requirement is not met in such fiscal
          year (or if Employee's employment hereunder has previously
          Terminated), the stock option associated with such fiscal year will
          not be granted. Such stock options are herein called the "Subsequent
          Stock Options". The Initial Stock Option and the Subsequent Stock
          Options are herein collectively called the "Stock Options". It is
          expected that the Subsequent Stock Options will be granted
          approximately in December of each applicable year after the end of the
          related fiscal year.

          (iii) The Stock Options shall vest and become exercisable 20% per year
          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


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          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 or Radica USA for Cause or by
          Employee without consent of Radica or Radica USA, or (ii) twelve (12)
          months after the date of Termination in the event of Termination by
          Radica or Radica USA 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.



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     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
          pursuant to applicable state and federal securities laws and except as
          specifically contemplated herein.

7.   NON-COMPETE; CONFIDENTIALITY.

     a)   During the term of employment of Employee, and for a period of one
          year ("Prohibition Period") after any Termination (other than in the
          event of a Termination/Change in Control) of such relationship or
          employment for any other reason (either by Employee or Radica or
          Radica USA), with or without cause, voluntarily or involuntarily,
          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 ("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)   [RESERVED.]

     c)   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"). 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 or Radica USA to do so.

     d)   Employee shall promptly communicate and disclose to Radica Group all
          information, inventions, improvements, discoveries, knowhow, methods,
          techniques, processes, observations and data ("Proprietary
          Information") obtained,


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          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.

     e)   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 or Radica USA, 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 or Radica USA, 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 USA, 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 USA or any corporation with or into which they may be
     consolidated or merged. Radica and Radica USA 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.

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,


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     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 Enterprises Ltd.
                    9805 Double R Boulevard, Suite 300
                    Reno, Nevada 89511-5917
                    U.S.A.
                    Attention:  Jon N. Bengtson
                    Telephone:  (775) 850-4010
                    Telefax:    (775) 829-8093

               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. Patrick Feely
                    751 Linda Vista Avenue
                    Pasadena, California 91103
                    Telephone:  (626) 792-7849


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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 ENTERPRISES LTD.


                                            By:  /s/  Jon N. Bengtson
                                               ---------------------------------


                                            RADICA GAMES LIMITED


                                            By:  /s/  Jon N. Bengtson
                                               ---------------------------------


                                            PATRICK FEELY


                                                 /s/  Patrick Feely
                                            ------------------------------------



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