EXHIBIT 10.5


                              EMPLOYMENT AGREEMENT



         THIS  AGREEMENT is entered  into as of the 1st day of April , 2004,  by
and between ZONE4PLAY LTD., a company  incorporated  under the laws of the State
of Israel and  maintaining  its  principal  place of  business  at 3B  Hashlosha
Street, Tel Aviv, 67060 Israel (the "COMPANY") and MR. SHACHAR SCHALKA,  Israeli
I.D. number  025186784,  residing at 14/9 Shimon Hatarsi  Street,  Tel Aviv (the
"EXECUTIVE").


WHEREAS: The Company is in the business of developing,  on a contractual  basis,
         casino game applications for internet, portable devices and interactive
         TV platforms; and


WHEREAS: The  Company  desires to employ the  Executive  as the Chief  Technical
         Officer (the "CTO") of the Company,  and the Executive  represents that
         he has the  requisite  skill and  knowledge  to serve as the CTO of the
         Company and he desires to engage in such  employment,  according to the
         terms and conditions hereinafter set forth.


NOW,  THEREFORE,  in consideration  of the respective  agreements of the parties
contained herein, the parties agree as follows:


1.    EMPLOYMENT

      (a)   The Company agrees to employ the Executive and the Executive  agrees
            to be employed by the Company on the terms and conditions set out in
            this Agreement.

      (b)   The  Executive  shall be employed as the CTO.  The  Executive  shall
            perform the duties,  undertake the responsibilities and exercise the
            authority customarily performed, undertaken and exercised by persons
            situated  in a similar  capacity,  subject to the  direction  of the
            Chief  Executive  Officer (the "CEO").  The  Executive  shall report
            regularly to the CEO with respect to his activities.

      (c)   Excluding  periods  of  vacation,  sick leave and  military  reserve
            service  to  which  the  Executive  is  entitled  or  required,  the
            Executive  agrees to devote his full working  time and  attention to
            the  business  and affairs of the Company  and its  subsidiaries  as
            required to discharge the responsibilities assigned to the Executive
            hereunder.  During the term of this  Agreement,  the Executive shall
            not be engaged in any other  employment  nor engage  actively in any
            other  business  activities  or in any  other  activities  which may
            hinder his performance hereunder, with or without compensation,  for
            any other person,  firm or company without the prior written consent
            of the Company.

      (d)   This  Agreement  is a  personal  services  agreement  governing  the
            employment  relationship  between the parties hereto. This Agreement
            shall not be subject to any general or special collective employment
            agreement  relating to  executives  in any trade or position that is
            the same or similar to the Executive's, unless specifically provided
            herein.

      (e)   The  Executive's  position,  duties and  responsibilities  hereunder
            shall be in the nature of  management  duties  that demand a special
            degree of personal  loyalty and the terms of Executive's  employment
            hereunder shall not permit  application to this Agreement of the Law
            of Work  Hours  and Rest  5711 - 1951.  Accordingly,  the  statutory
            limitations  of such law  shall  not  apply to this  Agreement.  The
            Executive shall not be entitled to additional  compensation from the
            Company  for  working  additional  hours or working on  holidays  or
            Sabbaths, as required by the Company.


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      (f)   Zone4Play hereby accepts and undertakes all obligations arising from
            previous  Employment  relationship  between the  Employee  and other
            related  companies of the Group.  (In this  Agreement  "Group" shall
            mean Gigi Media Ltd and/or  agent  interactive  Ltd.) as of November
            1,1999. In avoidance of doubt, it is understood that all obligations
            taken by other  companies  in the  Group  shall be  carried  out and
            acknowledged by the Company.

2.    BASE SALARY

      (a)   The  Company  agrees to pay to the  Executive  As of April 1, 2004 a
            gross  salary of 32,500 New Israeli  Shekels  ("NIS") per month (the
            "BASE SALARY").

            The Base Salary shall be payable  monthly in arrears,  no later than
            the 10th day of each month.

3.    EXECUTIVE BENEFITS

            The Executive shall be entitled to the following benefits:

      (a)   Sick Leave. The Executive shall be entitled to fully paid sick leave
            pursuant to the Sick Pay Law 5736 - 1976.

      (b)   Vacation.  The Executive  shall be entitled to an annual vacation of
            20 working days per year.

      (c)   Manager's  Insurance.  The  Company  shall  obtain  on behalf of the
            Executive  a  manager's  insurance  policy,  a  pension  fund  or  a
            combination   thereof  (the  "MANAGER'S   INSURANCE   POLICY"),   as
            determined by the Executive, in the name of the Executive, and shall
            fund  the  Manager's  Insurance  Policy  as  follows:  8.33%  of the
            Executive's  Base Salary shall be allocated to severance  pay; 5% of
            the  Executive's  Base Salary  shall be  allocated  to pension  fund
            payments,  provided that the Executive  contributes an additional 5%
            of the Executive's  Base Salary;  and 2.5% of the  Executive's  Base
            Salary shall be allocated to disability pension payments.

            If the Executive  chooses a combination  of manager's  insurance and
            pension  fund,  the  contributions  to the pension  fund shall be as
            follows:  8.33%  allocated to severance pay; 6%  contribution to the
            providence  fund  by  the  Company;  and  5.5%  contribution  to the
            providence fund by the Executive. Contribution of the Company to the
            Manager's  Insurance  Policy  shall be on account  of the  Company's
            severance pay obligations.

      (d)   Continuing  Education Fund. The Company shall contribute a sum equal
            to  7.5%  of  the  Executive's  gross  salary  toward  a  continuing
            education fund (the "CONTINUING EDUCATION FUND"),  provided that the
            Executive  contributes an additional 2.5% of the  Executive's  gross
            salary to such  Continuing  Education  Fund. Use of the funds in the
            Continuing Education Fund shall be in accordance with its by-laws.

      (e)   Motor Vehicle.  The Executive shall be entitled to receive a vehicle
            from the Company.  Terms and conditions of possession and use of the
            vehicle,  including insurance and replacement,  shall be established
            by the Company in accordance  with policies  established  for senior
            executives  of the Company.  Income tax imposed on the  Executive in
            connection  with  the  use of the  vehicle  shall  be  borne  by the
            Executive.  The Executive shall not be entitled to compensation  for
            fines for traffic violations. The company will participate up to NIS
            600, for fuel expenses.


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<PAGE>


            Upon  termination  of  employment of the Executive by the Company or
            termination  of employment  by the  Executive,  under  circumstances
            entitling  the  Executive to severance  payments  under the law, the
            Executive  shall be entitled to continued  use of the vehicle  until
            the end of the Notice Period.

      (f)   Cellular  Phone.  The  Company  shall  provide  to the  Executive  a
            cellular  telephone,  at the Company's  sole cost and expense.  Upon
            termination  of  employment  of  the  Executive  by the  Company  or
            termination  of employment  by the  Executive,  under  circumstances
            entitling  the  Executive to severance  payments  under the law, the
            Executive  shall be entitled to continued use of the cellular  phone
            until the end of the Notice Period.

      (g)   Convalescence  Payments.  The Executive  shall be entitled to annual
            payments for convalescence in an amount equal to the amount required
            by law linked to the cost of living on the date of this Agreement.

      (h)   Reserve Military Service. The Executive shall be entitled to payment
            of his Full Salary for periods in which the  Executive is called for
            reserve military  service,  provided that the Executive  obtains for
            the Company  approval to receive  the  payments  due from the Social
            Security Institute.

      (i)   Tax  Withholding.  All of the amounts  stated in this  Agreement are
            gross amounts and the Company shall withhold the appropriate amounts
            for income tax purposes as required by law.

4.    TERMINATION

      (a)   Either party may terminate this Agreement and the  employee-employer
            relationship  between the Executive and the Company at any time upon
            thirty (30) days (the "NOTICE  PERIOD")  written notice to the other
            party specifying the effective date of termination (the "TERMINATION
            DATE").

      (b)   During such Notice Period following termination of this Agreement by
            the  Company,  the  Executive  shall  be  entitled  to  compensation
            pursuant  to  Section  2 and to all of the  benefits  set  forth  in
            Section 3. During such Notice Period  following  termination of this
            Agreement  by the  Executive,  the  Executive  shall be  entitled to
            compensation pursuant to Section 2.

      (c)   During the Notice Period,  the Executive shall transfer his position
            to his  replacement  in an  orderly  and  complete  manner and shall
            return to the Company all  documents,  professional  literature  and
            equipment  belonging to the Company,  which may be in his possession
            at such time.

      (d)   In the even of termination  of this  agreement by the Employee,  the
            Employee  shall be  entitled  to  receive  at the end of the  Notice
            Period, the Executive  ownership of his Manager's  Insurance Policy,
            including severance payments and Continuing Education Fund.

5.    COMPETITIVE ACTIVITY

            During the term of this  Agreement  and for a period of twelve  (12)
            months from the Termination  Date of this  Agreement,  the Executive
            will not directly or indirectly:

            (i)   Carry on or hold an interest in any company,  venture,  entity
                  or  other  business  (other  than  a  minority  interest  in a
                  publicly  traded  company) which competes with the products or
                  services of the Company or its  subsidiaries,  including those
                  products or  services  contemplated  in a plan  adopted by the
                  Board of  Directors  of the  Company  or its  subsidiaries  (a
                  "COMPETING BUSINESS");

            (ii)  Act  as a  consultant  or  executive  or  officer  or  in  any
                  managerial  capacity  in a  Competing  Business  or  supply in
                  competition  with the  Company  or its  subsidiaries  services
                  ("RESTRICTED  SERVICES") to any person who, to his  knowledge,
                  was provided with services by the Company or its  subsidiaries
                  any time during the twelve (12)  months  immediately  prior to
                  the Termination Date;


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<PAGE>


            (iii) Solicit,  canvass or approach or endeavor to solicit,  canvass
                  or approach  any person who, to his  knowledge,  was  provided
                  with services by the Company or its  subsidiaries  at any time
                  during  the  twelve  (12)  months  immediately  prior  to  the
                  Termination  Date,  for the  purpose  of  offering  Restricted
                  Services or products which compete with the products  supplied
                  by the Company or its subsidiaries at the Termination Date; or

            (iv)  Employ,  solicit  or entice  away or  endeavor  to  solicit or
                  entice  away from the Company or its  subsidiaries  any person
                  employed  by the Company or its  subsidiaries  any time during
                  the twelve (12) months  immediately  prior to the  Termination
                  Date  with a view  to  inducing  that  person  to  leave  such
                  employment  and to act for  another  employer in the same or a
                  similar capacity.

6.    NOTICE

      For the purpose of this  Agreement,  notices and all other  communications
      provided for in the  Agreement  shall be in writing and shall be deemed to
      have been duly given when personally delivered or sent by registered mail,
      postage prepaid,  addressed to the respective addresses set forth below or
      last  given by each party to the other,  except  that  notice of change of
      address shall be effective only upon receipt.

      The initial  addresses of the parties for purposes of this Agreement shall
      be as follows:


      The Company:            3B Hashlosha Street, Tel Aviv, 67060 Israel


      The Employee:           12 Hapamonim St. Raanana


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<PAGE>


7.    MISCELLANEOUS

      (a)   No provision of this Agreement may be modified, waived or discharged
            unless  such  waiver,  modification  or  discharge  is  agreed to in
            writing and signed by the  Executive  and the Company.  No waiver by
            either  party  hereto at any time of any  breach by the other  party
            hereto of, or  compliance  with,  any condition or provision of this
            Agreement  to be  performed  by such other  party  shall be deemed a
            waiver of similar or dissimilar provisions or conditions at the same
            or at any prior or subsequent time.

      (b)   This  Agreement  shall be governed by and  construed and enforced in
            accordance with the laws of the State of Israel.

      (c)   The provisions of this Agreement  shall be deemed  severable and the
            invalidity or unenforceability of any provision shall not affect the
            validity or enforceability of the other provisions hereof.

      (d)   This Agreement  constitutes the entire agreement between the parties
            hereto  and  supersedes  all prior  agreements,  understandings  and
            arrangements,  oral or  written,  between  the  parties  hereto with
            respect   to  the   subject   matter   hereof.   No   agreement   or
            representations, oral or otherwise, express or implied, with respect
            to the subject  matter  hereof have been made either party which are
            not expressly set forth in this Agreement.

      (e)   This Agreement  shall be binding upon and shall inure to the benefit
            of the Company,  its successors  and assigns,  and the Company shall
            require such  successor  or assign to expressly  assume and agree to
            perform  this  Agreement  in the same  manner and to the same extent
            that  the  Company  would  be  required  to  perform  it if no  such
            succession or assignment had taken place.  The term  "SUCCESSORS AND
            ASSIGNS" as used herein  shall mean a  corporation  or other  entity
            acquiring  all or  substantially  all the assets and business of the
            Company  (including this  Agreement)  whether by operation of law or
            otherwise.

      (f)   Neither this Agreement nor any right or interest  hereunder shall be
            assignable or transferable by the Executive,  his  beneficiaries  or
            legal representatives,  except by will or by the laws of descent and
            distribution.  This  Agreement  shall inure to the benefit of and be
            enforceable by the Executive's legal personal representative.

      (g)   The  provisions  of Section 5 of this  Agreement  shall  survive the
            rescission or termination,  for any reason,  of this Agreement,  and
            shall survive the termination of the Executive's employment with the
            Company.

      (h)   The section  headings  contained  herein are for reference  purposes
            only and shall not in any way affect the  meaning or  interpretation
            of this Agreement.

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


ZONE4PLAY LTD.                                   /s/ SHACHAR SCHALKA
                                                 -------------------------------
                                                 MR. SHACHAR SCHALKA

/s/ SHIMON CITRON
------------------------------
BY:    SHIMON CITRON
TITLE: CHIEF EXECUTIVE OFFICER



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