EXHIBIT 10.7


                              EMPLOYMENT AGREEMENT



         THIS  AGREEMENT  is entered into as of the 1 day of May,  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 Idan Miller,  Israeli I.D.  number
028771749, residing at 10 Friedman St. Tel Aviv, Israel (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  is intends  to expand  its  businesses  into the field of
         end-to-end  solutions  for  deploying  institutional  gaming  operators
         (Lottery,   Sports  betting,   Bingo  etc.)  on  interactive   platform
         (hereinafter: "TMI"); and

WHEREAS: The  Company  desires to employ the  Executive  as the  Executive  Vice
         President  of the  Company,  who in the scope of his duties  will be in
         charge of  establishing  the "TMI",  building a strategic  plan for the
         Company and managing the day by day business development  activities of
         the Company,  and the  Executive  represents  that he has the requisite
         skill and  knowledge to serve as the  Executive  Vice  President of the
         Company  subject to the terms and  conditions  contained  herein 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 Executive  Vice President of
            the Company.  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  discharging  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.


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      (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.

2.    BASE SALARY

      (a)   The Company  agrees to pay to the Executive  during the term of this
            Agreement a gross salary of 17,000 New Israeli  Shekels  ("NIS") per
            month (the "BASE SALARY").

      (b)   Should the Company  elect to  continue  the  executive's  employment
            following the first three (3) months of Executive's  engagement with
            the  Company,  the Base  Salary  shall be  increased  to 20,000  New
            Israeli Shekels ("NIS") per month.


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

3.    EXECUTIVE BENEFITS

      In addition to the Base Salary,  the  Executive  shall also 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
            16 working days per year.  Vacation may be accumulated for a maximum
            of 3 years.

      (c)   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.

      (d)   Vehicle.  For the  purpose  of  performing  his  duties  under  this
            Agreement,  the Company shall  furnish the Executive  with a Company
            owned/leased  vehicle. The Company will bear all expenses related to
            the  vehicle   maintenance  and  operation,   including   licensing,
            insurance,  fuel 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


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            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.

      (e)   Manager's Insurance Policy. Beginning on the date which is three (3)
            months form the date of this Agreement, the Company shall insure the
            Executive under an accepted  "Manager's  Insurance Scheme" ("Bituach
            Menahalim")  as  shall  be  customary  with  the  Company  and/or  a
            comprehensive  financial  arrangement,  at the Company's discretion,
            including  insurance in the event of illness of loss of capacity for
            work  (hereinafter  referred  to as  the  "MANAGERS  INSURANCE")  as
            follows;  (i) the  Company  shall pay an  amount  equal to 5% of the
            Executive's Base Salary towards the Managers Insurance in respect of
            pension and life insurance for the  Executive's  benefit,  and shall
            deduct  5% from the  Executive's  Base  Salary  and pay such  amount
            towards the Managers  Insurance for the Executive's  benefits;  (ii)
            the Company shall pay an amount up to 2.5% of the  Executive's  Base
            Salary towards disability insurance; and (iii) the Company shall pay
            an amount equal to 8 1/3 % of the Executive's  Base s Salary towards
            a fund for severance  compensation.  Should the provisions  made for
            severance  pay  fail to  cover  the  amount  due by the  Company  to
            Executive in  accordance  with the law,  then the Company  shall pay
            Executive the  difference,  all in accordance  with  applicable said
            Israeli law.

      (f)   Education  Fund.  Beginning on the date which is six (6) months form
            the date of this Agreement, the Company and the Executive shall open
            and maintain an Education  Fund ("Keren  Hishtalmut")  ("EDUCATIONAL
            FUND"),  as customary  with the Company,  recognized  as such by the
            Israeli  tax  authorities.  The  Company  shall  contribute  to such
            Education  Fund,  which  shall  be  maintained  in the  name  of the
            Executive, the full amount equal to 7.5% of each monthly Base Salary
            payment.  The Executive shall contribute to the Educational Fund the
            full amount equal to 2.5% of each monthly Base Salary payment.

      (g)   Business  Expenses.  The Company will  reimburse  Executive  for any
            documented,  out-of-pocket  expenses  from  time  to  time  properly
            incurred by Executive in connection with his employment by Company.

      (h)   Sales  commissions.   The  Executive  shall  be  entitled  to  sales
            commissions  equal to a rate of 5% of the  aggregate  of TMI's total
            net revenues and  excluding any revenues  related to Holland  Casino
            and any  related  sale and value added tax,  calculated  and payable
            quarterly by the Company.

            For  the  avoidance  of  doubt  it is  hereby  clarified  that  this
            sub-section  shall be valid in the  event  that for any  reason  the
            Company shall  conduct its operation in connection  with TMI through
            an internal division of the Company,  in which case, the Executive's
            commission  shall be calculated  based upon the Company's  total net
            revenue in connection  with the activities  intended to be performed
            through TMI.

            In  avoidance  of doubt,  section  3(h)  herein,  shall not apply to
            agreements  and  transactions,  whether  complete  or  in  progress,
            initiated prior to this Agreement.


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            This  sub-section  shall be  effective  and binding upon the Company
            throughout the term of this  Agreement and for an additional  period
            of 12 months thereafter.

      (i)   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.

      (j)   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.

      (l)   Options.  The Company will grant the Executive an option to purchase
            the number of  ordinary  shares  (the  "Shares")  of the Company set
            forth  below  (the  "Options"),  out  of  the  Company's  authorized
            capital,  at the respective  Purchase Prices set forth below, on the
            terms and subject to the conditions hereinafter provided: :

            1.    An Option to purchase  200,000  Shares at a purchase price per
                  Share  reflecting a discount of 15% of the market price of the
                  Shares  on the  date of this  Agreement.  The  Option  will be
                  exercisable  for a period of 60 months  from the date of grant
                  and will be subject to the following vesting periods:

                  1/8 of such Shares will vest on July 1st 2004

                  1/8 of such Shares will vest on October 1st 2004

                  1/8 of such Shares will vest on January 1st 2005

                  1/8  of such Shares will vest on April 1st 2005

                  1/8 of such Shares will vest on July 1st 2005

                  1/8 of such Shares will vest on October 1st 2005

                  1/8 of such Shares will vest on January 1st 2006

                  1/8  of such Shares will vest on April. 1st 2006

            2.    If the Company's gross revenues exceed  $15million  during the
                  calendar year 2005, a fully vested Option to purchase  180,000
                  Shares at a purchase price per Share  reflecting a discount of
                  15%  of  the  Share's  market  price  on  this  Agreement  and
                  exercisable  for a period of 60 months  from this  Agreement's
                  effective date.

            3.    In  addition  to section  (2) above,  if the  Company's  gross
                  revenues  exceed $20 million  during the calendar year 2006, a
                  fully vested Option to purchase 180,000 Shares with a purchase
                  price  of  per  Share  (reflecting  a  discount  of 15% of the
                  Share's market price on this Agreement and  exercisable  for a
                  period of 60 months of this Agreement's effective date.

4.    TERMINATION

      (a)   Either party may terminate this Agreement and the  employee-employer
            relationship  between the Executive and the Company at any time upon
            sixty  (60) days or, in the case of the  Company,  within the notice
            period required by law if such  termination  occurs within three (3)
            months  of the  date of this  Agreement  (the  "NOTICE  PERIOD")  by
            providing written notice to the other party specifying the effective
            date of termination (the  "TERMINATION  Date").  If such termination


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            occurs by the  Company  within  three (3) months of the date of this
            Agreement,  the terms of Section 5  (competitive  activity) will not
            apply.

      (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.

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  directly  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 six (6) months  immediately  prior to the
                  Termination Date;

            (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 six (6) 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 six (6) 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.


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      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 Executive:         10 Friedman Street, Tel Aviv

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.


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





ZONE4PLAY LTD.                                       /s/ IDAN MILLER
                                                     ---------------------------
/s/ SHIMON CITRON                                    IDAN MILLER
------------------------------
BY:    SHIMON CITRON
TITLE: CHIEF EXECUTIVE OFFICER



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