EXHIBIT 10.5


                                 AMENDMENT NO. 1
                                       TO
                              EMPLOYMENT AGREEMENT

     This Amendment No. 1 (the "Amendment") to the Employment Agreement (the
"Agreement"), dated November 30, 2004 by and between Zone 4 Play, Ltd., a
Israeli corporation (the "Company"), and Idan Miller (the "Executive"), is made
and entered into as of the 1st day of May, 2005 (the "Effective Date"). All
capitalized terms used herein without definition shall have the meaning ascribed
to such terms in the Agreement.

                                    RECITALS

     WHEREAS, Executive is currently the Senior Vice President of Marketing and
Sales of the Company; and

     WHEREAS, the parties hereto now desire to amend the terms of employment of
the Executive, and to extend the employment term to 5 years, unless terminated
by either party

     NOW THEREFORE, in consideration of the mutual covenants contained in this
Amendment, the Company and the Executive agree as follows:

     1. Section 2 of the Agreement is hereby amended by deleting paragraphs (a),
(d) and (h) in their entirety and replacing them with the following:


          "(a)Effective as of May 1, 2005, the Company shall pay the Executive a
               gross salary of 24,600 New Israeli Shekels ("NIS") per month (the
               "Base Salary").

          "(D") VEHICLE. For the purpose of performing his duties under this
               Agreement, the Company shall furnish the Executive with a Company
               owned/leased class "E" car. The Company will bear all expenses
               related to the vehicle maintenance and operation, including
               licensing, insurance, fuel (UP TO NIS 800 PER MONTH FOR FUEL
               EXPENSES.) and maintenance fees. The Company will withhold the
               taxes required by law out of the Executive's salary in accordance
               with the type of vehicle he is furnished with. The Executive
               shall operate the vehicle with due care and diligence and in
               accordance with the Company's then current regulations and
               practices. The Executive shall also bear any costs and expenses
               due to parking tickets incurred during his use of the vehicle. In
               addition, the Executive shall be required to bear the cost of any
               deductible amount under the applicable insurance policy with
               respect to the vehicle, in the event of submission of an
               insurance claim under such policy. In no event will the Executive
               be entitled to retain or withhold the vehicle in connection with
               a claim against the Company.


          (h) Sales Commissions. For each fiscal year beginning with fiscal year
     2005, Executive shall be entitled to the following quarterly sales
     commission based on the quarterly gross revenues of the Company during such
     fiscal year, which shall be paid within sixty (60) days after the end of
     each quarter:

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               (1) If the Company's gross revenues per quarter are $375,000 or
          less, the Company will pay Executive an amount equal to 0.6% of such
          revenues.

               (2) If the Company's gross revenues per quarter are greater than
          $375,000 but less than $750,000, in lieu addition to the commissions
          earned under (1) above, the Company will pay Executive additional
          amount to section (1) of 0.8% of the difference between the total
          gross revenues and $375,000 for such quarter.

               (3) If the Company's gross revenues per quarter are greater than
          $750,000, in addition to the commissions earned under (1) and (2)
          above, the Company will pay Executive an additional amount equal to 1%
          of the difference between the gross revenues and $750,000 for such
          quarter.

               (4) If the Company's gross revenues per quarter are greater than
          $1,200,000 , the Company will pay Executive ,in addition to the
          commissions earned under (1) ,(2), (3) above, the Company will pay
          Executive an additional amount equal to 1.2% of the difference between
          the gross revenues and $1,200,000 for such quarter

The minimum revenue thresholds set forth in (1), (2) and (3) above shall be
increased by 20% each year. This Section 2(h) shall be effective and binding
upon the Company throughout the term of this Agreement and for an additional
period of 12 months thereafter, provided, however, that Sales Commissions shall
be paid to the Employee in accordance with this Section 2(h) only for agreements
or binding term sheet which were duly executed prior to the Termination Date (as
defined below).

     2. Except as expressly amended by this Amendment, the Agreement shall
continue in full force and effect in accordance with its terms and is hereby
confirmed and ratified in all respects. This Amendment and its terms and
provisions shall be effective as of the Effective Date. This Amendment may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument. This Amendment shall be governed by and
construed in accordance with the laws of the State of Israel.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a
sealed instrument as of the Effective Date.


                                           ZONE 4 PLAY, LTD.


                                           By: /s/ Shimon Citron
                                           ---------------------
                                           Shimon Citron
                                           President and Chief Executive Officer


                                           EXECUTIVE:


                                           By /s/ Idan Miller
                                           ------------------
                                           Idan Miller