Exhibit 10.1

                                                          Date: November 6, 2007

TO:  Winner.com (UK) LTD

                                RE: GRANT LETTER

     WHEREAS, Zone 4 Play Inc., (the "COMPANY"), Two Way Media Limited, ("TWM")
and Winner.com (UK) Ltd ("Winner") are parties to an "Interactive Fixed Odds
Betting Services Agreement," dated February 22, 2005 (the "OLD AGREEMENT") which
was terminated on November 5, 2007 , and pursuant to such termination Winner
waived any and all rights granted to it under the Old Agreement; and

     WHEREAS pursuant to a certain Joint Venture Agreement dated November 5,
2007 (the "JOINT VENTURE AGREEMENT") the Company and TWM have incorporated a new
entity in Alderney bearing the name Two Way Gaming Limited ("TWG") to conduct
all gambling activity undertaken by them ; and

     WHEREAS, the Company, in consideration for such waiver of rights by Winner
wishes to grant an option to Winner to purchase from the Company Shares of TWG;
and

     WHEREAS, it was agreed that the option granted to Winner as described above
shall be governed by the terms and conditions of this Grant Letter, subject to
the receipt of all approvals required by law and the requirements of applicable
law.

     NOW, THEREFORE, it is agreed as follows:

1.   DEFINITIONS:

     In this Agreement, the following terms when capitalized shall have the
     following meanings:

     1.1. "BOARD" means the Board of Directors of TWG.

     1.2. "DATE OF GRANT" means the date of the grant of each Option, as set
          forth herein below.

     1.3. "EXERCISE PRICE" shall mean 0.1 Great British Pounds ((pound)0.1) per
          Share.

     1.4. "OPTION SHARES" means the Shares to be transferred and sold to Winner
          upon the exercise of the Options.

     1.5. "OPTIONS" means options to purchase the Shares as granted hereunder.

     1.6. "OPTIONEE" and "YOU" shall mean and refer to Winner.

     1.7. "SHARES"- 10,000 shares of common stock of TWG par value (pound)1.00
          each.

     1.8. "SUCCESSOR COMPANY" means any entity TWG is merged to or is acquired
          by, in which TWG is not the surviving entity.

     1.9. "TRANSACTION" means (i) the initial public offering of TWG's Shares
          (hereinafter, an "IPO"), (ii) a merger, acquisition or reorganization
          of TWG with one or more other entities in which TWG is not the
          surviving entity and/or the shareholders of TWG hold less than fifty
          percent (50%) in the merged entity, or (iii) a sale of all or
          substantially all of the assets and/or the Shares of TWG.

2.   GRANT OF OPTIONS

     2.1. The Company hereby grants you, subject to the receipt of all approvals
          required by law, Options to purchase from the Company such number of
          Shares representing seven and one half (7.5%) percent of TWG's share
          capital on a fully-diluted basis as at the date hereof (i.e. 750
          Shares as at the date hereof), which Options shall be exercisable
          solely upon the occurrence of a Transaction, as defined above. It is
          explicitly declared and agreed that the number of Shares included in
          the Option will constitute in any case, and will be adjusted if needed
          in order to ensure they represent no less then 15% of the TWG's Shares
          held by Z4P in the time of execution of the option. Notwithstanding
          anything herein to the contrary, the Options are not afforded any
          anti-dilution protections, but in case TWG is in need of an
          investment, Winner will have the right to invest the necessary funds
          in order to avoid dilution.

     2.2. Z4P undertakes to take all necessary actions in order that this Grant
          Letter becomes effective in accordance with the Company's and TWG's
          founding documents and all the decisions of its governing bodies at
          the time of execution of this Grant Letter and hereafter.


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3.   EXPIRATION.

Subject to the provisions of sections 8 and 9 below, the Options shall be in
effect until the first to occur of (a) the termination of the Joint Venture
Agreement, or (b) upon the dissolution or liquidation of TWG. For the avoidance
of any doubt, it is clarified that upon the termination of the Joint Venture
Agreement, for any reason, any unexercised Options shall immediately be void.
Without detracting from the foregoing, in the event that the Company knows that
the Joint Venture Agreement is about to terminate for any reason or that there
is to be a dissolution or liquidation of the TWG, it shall give Winner at least
ten (10) days prior written notice of the same so that Winner can timely
exercise its options hereunder before the termination of the Joint Venture
Agreement.

4.   EXERCISE OF THE OPTIONS

     4.1. METHOD OF EXERCISE. Upon the occurrence of a Transaction, Options
          shall be exercised by Winner by giving written notice to the Company
          and/or to any third party designated by the Company (the
          "REPRESENTATIVE"), in such form and method as may be determined by the
          Company, which exercise shall be effective upon receipt of such notice
          by the Company and/or the Representative and the payment of the
          Exercise Price at the Company's or the Representative's principal
          office. The notice shall specify the number of Option Shares with
          respect to which the Options are being exercised.

     4.2. FORM OF PAYMENT OF EXERCISE PRICE. Payment for the exercise of the
          Options shall be made in bank swift transfer, cash, check or cash
          equivalent or in any other form as may be permitted by the Board in
          its discretion, and shall accompany the issuance of the Options. The
          exercise price of the Options hereunder is equal to (pound)75.00
          (seventy five pounds sterling) as of today.

     4.3. EXECUTION OF DOCUMENTS. In order for the Company to sell Option Shares
          upon the exercise of any of the Options, you hereby agree and
          undertake to sign any and all documents required by any applicable law
          and/or by the incorporation documents of TWG.

     4.4. CONDITIONS PRECEDENT. As a condition to the exercise of the Options,
          the Company and/or TWG may require you to satisfy any qualifications
          that may be reasonably necessary or appropriate to evidence compliance
          with any applicable law or regulation and to make any representation
          or warranty with respect thereto as may be reasonably requested by the
          Company and/or TWG.

     4.5. FRACTIONAL SHARES. Company shall not be required to transfer and sell
          any fractional Shares upon the exercise of the Options.

5.   TRANSFERABILITY OF THE OPTIONS. The Options may not be assigned or
     transferred without the Company's prior written approval of the transferee,
     provided, however, that said approval shall not be required in the event of
     a transfer and assignment of the Options to Winner (CY) Ltd.

6.   PIGGYBACK REGISTRATION.

     To the extent that the Option Shares carry any registration rights, the
     same shall be deemed transferred to Winner upon the exercise of the Options
     hereunder, subject to any terms and conditions imposed by TWG in connection
     therewith. Winner and its assignees are entitled to Piggy back registration
     rights in respect of the Option Shares.

7.   [INTENTIONALLY OMITTED]

8.   ADJUSTMENT.

     8.1. To the extent that TWG affords rights of adjustment with respect to
          any Shares in the case of a Transaction, the same shall apply with
          respect to the Option Shares.


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     8.2. If the outstanding Shares of TWG shall at any time be changed or
          exchanged by declaration of a stock dividend (bonus shares), stock
          split, combination or exchange of Shares, recapitalization, or any
          other like event by or of TWG, and as often as the same shall occur,
          then the number, class and kind of the Option Shares therefore granted
          and the Exercise Price, shall be appropriately and equitably adjusted
          so as to maintain the proportionate number of Option Shares as
          reflects 15% of the TWG's shares held by Z4P, without changing the
          aggregate Exercise Price, PROVIDED, HOWEVER, that no adjustment shall
          be made by reason of the distribution of subscription rights (rights
          offering) on outstanding Shares or other similar dilution event.

     8.3. In the event that TWG undertakes a corporate reorganization involving
          the transfer of its business activities to another entity in which the
          Company becomes a shareholder as a Successor to its interests in the
          TWG, Winner shall be entitled to 15% of the Company's share of such
          new entity.

     8.4. In the event that TWG conducts a private placement in which the
          Company does not participate with the result that the Company's and
          hence Winner's interest in TWG will be diluted, Winner shall be
          entitled to participate in said private placement, subject to its
          terms and conditions, solely in order to avoid a dilution of its 75%
          interest in TWG.

9.   RIGHTS AS A SHAREHOLDER. Winner shall not have any of the rights or
     privileges of shareholders of TWG in respect of any Option Shares
     purchasable upon the exercise of the Options, until Winner's exercise of
     the Options and payment of the Exercise Price. Without detracting from the
     foregoing, in the event of a Transaction, the Company shall be entitled to
     receive from Winner 15% of any costs and expenses that the Company has
     demonstrated that it has incurred or is required to incur in connection
     with TWG until the time of the Transaction, reduced by the income owed to
     Winner from TWG until the termination of the Old Agreement.

10.  RESTRICTIONS ON TRANSFER OF OPTIONS AND OPTION SHARES.

     10.1. Any transfer or sale of Option Shares shall be subject to the
          provisions of the incorporation documents of TWG, the Shareholders
          Agreement dated November 5, 2007 and applicable law, including, but
          not limited to, the applicable securities laws and regulations.

     10.2. Winner acknowledges that since the Shares of TWG are or may be
          registered for trading in a public market, Winner's right to sell
          Shares is and/or may be subject to limitations and restrictions
          (including a lock-up period), as may be requested by TWG or its
          underwriters, and Winner hereby unconditionally agrees and accepts any
          such limitations. In order to enforce any of the restrictions set
          forth herein, TWG may impose stop-transfer instructions with respect
          to the exercised Shares. For the sake of avoiding any doubt, to the
          extent that any partial lock-up or other similar restriction applies
          to the Company, then such lock-up or restriction shall be deemed to
          apply to both the Shares of the Company and of Winner on a pro rata
          basis.

     10.3. Winner shall not dispose of any Option Shares in transactions which
          violate any applicable laws, rules and regulations.

     10.4. To the extent applicable, Winner agrees that TWG shall have the
          authority to endorse upon the certificate or certificates representing
          the Option Shares such legends referring to the foregoing restrictions
          on all certificates representing Shares of Shares subject to the
          provisions of this Grant Letter and any other applicable restrictions
          as it may deem appropriate (which do not violate Winner's rights under
          this Grant Letter).

11.  PURCHASE FOR INVESTMENT.

     Winner is not giving any representations or warranties in connection with
     its entering into this Option Agreement or its resulting purchase of the
     Option Shares, and agrees that it shall indemnify and hold the Company
     harmless in the event that the Company is required to incur any expenses of
     undertaking the registration of said Option Shares.

12.  TAXES.

     Any tax consequences applicable to an Optionee and arising from the grant,
     or exercise of the Options, from the payment for Option Shares covered
     thereby or from any other event or act (of TWG, the Company and/or its
     Subsidiaries or the Optionee) hereunder shall be borne solely by the
     Optionee.


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13.  GOVERNMENT REGULATIONS, LAW & JURISDICTION.

     13.1. The granting and exercise of the Options hereunder, and Company's
          obligation to sell and deliver Shares under the Options, are subject
          to all applicable laws, rules and regulations, and to such approvals
          by any governmental agencies or national securities exchanges as may
          be required. Nothing herein shall be deemed to require Company or TWG
          to register the Shares under the securities laws of any jurisdiction.

     13.2. This Grant Letter shall be governed by and construed and enforced in
          accordance with the laws of the State of Israel as applicable to
          contracts made and to be performed therein, without giving effect to
          the principles of conflict of laws. The competent courts of the State
          of Israel shall have sole jurisdiction in any matters pertaining to
          this Grant Letter.

14.  MISCELLANEOUS.

     14.1. NO OBLIGATION TO EXERCISE OPTIONS. The grant and acceptance of these
          Options imposes no obligation on Winner to exercise it.

     14.2. CONFIDENTIALITY. The Parties each shall regard the information in
          this Grant Letter and any document related to the Grant Letter as
          confidential information and each of the Parties shall not reveal its
          contents to anyone except when required by law or for the purpose of
          gaining legal or tax advice.

     14.3. ENTIRE AGREEMENT. This Grant Letter together with the exhibits hereto
          constitute the entire agreement between the Company and Winner with
          respect to Options granted hereunder, and supersedes all prior
          agreements, understandings and arrangements, oral or written, between
          Winner and the Company with respect to the subject matter hereof.

     14.4. FAILURE TO ENFORCE - NOT A WAIVER. The failure of any party to
          enforce at any time any provisions of this Grant Letter shall in no
          way be construed to be a waiver of such provision or of any other
          provision hereof.

     14.5. BINDING EFFECT. This Grant Letter shall inure to the benefit of and
          be binding upon the parties hereto and their respective heirs,
          executors, administrators, successors and assigns.

     14.6. TERMINATION OR AMENDMENT. Any amendment, change or termination of
          this Grant Letter or any part of it, will be done only in writing
          subject to consent and execution of both parties.

The Parties indicate their acceptance of the terms and conditions of this Grant
Letter by executing it at the space provided below.

         Zone 4 Play Inc.                    Winner.com (UK) Ltd.


         /s/ Uri Levi                        /s/ Citron Shimon
         -------------------------           -------------------------

         By: Uri Levy                        By: Citron Shimon
         -------------------------           -------------------------

         Title: Acting CEO and CFO           Title: CEO
         -------------------------           -------------------------

         Date: 6/11/07                       Date: 6/11/07
         -------------------------           -------------------------


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