EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made and entered into as of December 15, 2001,
between Radica Enterprises Ltd., a Nevada corporation (dba Radica USA Ltd.),
having an office at 13628A Beta Road, Dallas, Texas 75244, and Jeanne Olson,
residing at 4337 San Carlos, Dallas, Texas 75205.

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

         WHEREAS, Radica USA is engaged in the marketing, sales and distribution
products manufactured by Radica;

         WHEREAS, Employee has substantial executive management experience;

         WHEREAS, Radica USA desires 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;

          (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 (except in respect of any delegation by


<PAGE>

                  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 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 Jeanne Olson.

     (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 her position and
status as an executive of the


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<PAGE>

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 Innovations 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 her unable to perform the essential functions of her job, with or
without reasonable accommodation, for a cumulative period of twelve (12) weeks
in any twelve (12) month period.

2.   EMPLOYMENT.

     (a)  Employee has previously been employed by Radica USA as Senior Vice
          President, Marketing and Operations. All prior employment agreements
          and arrangements between Radica Group and Employee shall be superceded
          and merged into this Agreement, but so that employment of Employee
          shall continue without any break in service. Employee shall be
          promoted to the title of Executive Vice President and General Manager
          of Radica USA. Employee's principal employer within Radica Group shall
          be Radica USA where she will act as general manager. Duties will
          include directing the design effort of our suppliers including Radica
          China Ltd. and working closely with the design team at Disc Inc.
          During her period of employment, employee also agrees to serve in
          other executive capacities for Radica Group as may be determined by
          the Board of Directors of Radica ("Board"). Employee shall perform
          services of an executive nature consistent with her offices with
          Radica Group as may from time to time be assigned or delegated to her
          by the Board.


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<PAGE>

     (b)  Employee will devote her full business time and attention to his
          duties under this Agreement.

     (c)  Employee shall perform her duties under this Agreement principally in
          or around Dallas, Texas. It is contemplated Employee will frequently
          travel to carry out her duties under this Agreement, including travel
          to the offices of Radica Group in Hong Kong, England, New York City
          and California. Air travel and other travel arrangements will comply
          with current Radica Group policies respecting class of travel, etc.

     (d)  Radica USA will provide Employee, including her spouse and children,
          with medical and dental benefits, and life insurance program, as
          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 USA.

3.   TERM OF EMPLOYMENT.

     (a)  This Agreement and Employee's employment hereunder shall commence as
          of December 15, 2001 and continue until the second anniversary of such
          date, and shall be renewed annually at each December 15 anniversary
          date (commencing December 15, 2002) 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.

     (b)  Notwithstanding Paragraph (a) above, this Agreement may be sooner
          terminated by Radica USA for Cause, by Employee without consent of
          Radica USA, by Radica USA without Cause, or by 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 USA for Cause, or by Employee without consent of Radica USA,
          all benefits and compensation shall cease as of the date of such
          Termination. On termination of this Agreement by 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.


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<PAGE>


4.   BUSINESS EXPENSE REIMBURSEMENT. Employee will be entitled to reimbursement
     by Radica USA for the reasonable business expenses paid by her on behalf of
     Radica Group in the course of her employment hereunder on presentation to
     Radica USA 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 December 15, 2001, for
     the services to be rendered by her hereunder a minimum salary at the rate
     of US $200,000 per annum payable as determined by the payroll policies of
     Radica USA. Employee shall receive annual salary reviews by the Board
     provided that such salary shall not be reduced below US $200,000 per year.

     Employee shall be considered for annual bonuses pursuant to the Radica
     Games Bonus Policy for officers of Radica Group. Such Radica Games Bonus
     Policy describes potential amounts of bonus which may be earned in respect
     of each fiscal year, but with no mandatory amount for any particular
     employee.

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

     All payments by Radica USA shall be subject to required withholdings
     including taxes.

6.   STOCK OPTIONS.

     (a)  (i) Nothing in this Agreement shall affect stock options previously
          granted to Employee, which shall continue to be governed by the 1994
          Plan and the terms of the grant of such stock options.

          (ii) Additionally, upon execution of this agreement Radica shall grant
          to Employee an option to purchase forty thousand (40,000) shares 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. Such stock options together with


                                       5
<PAGE>

          the 60,000 options that were previously granted upon initial
          employment under this clause (ii) are herein called the "Stock
          Options".

         (iii) The Stock Options shall vest and become exercisable 33 1/3% per
         year for each year Employee is employed by Radica Group 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 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 USA for Cause or by Employee
          without consent of Radica USA, or (ii) twelve (12) months after the
          date of Termination in the event of Termination by 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 66 2/3% 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 33 1/13% 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 her right to purchase stock subject
          to the Stock Options, but subject to the foregoing provisions
          respecting vesting and forfeitures.


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<PAGE>


     (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 as
          specifically contemplated in the 1994 Plan. In any event, any transfer
          must comply with applicable state and federal securities laws.

7.   NON-COMPETE; CONFIDENTIALITY.

     (a)  During the term of employment of Employee, and for a period of one
          year after any Termination (other than in the event of a
          Termination/Change in Control) of such relationship or employment for
          any reason (either by Employee or Radica), with or without cause,
          voluntarily or involuntarily (the period of employment plus such
          additional year being called the "Prohibition Period"), Employee
          agrees that she 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, to be determined at the relevant time but not later
          than the commencement of such one-year period ("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)  Employee understands and agrees that she 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"). Notwithstanding the above,
          the following shall not be considered "Confidential Information"
          within the meaning of this section: (a) information known to Employee
          or to the public at the date of this Agreement; and (b) information
          which hereafter becomes known to the public through no fault of
          Employee. Accordingly, except as permitted or required in the
          performance of her duties for Radica Group, Employee agrees not to
          disclose, divulge, make public, utilize, communicate or use, whether
          for her 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 to do so.


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<PAGE>

     (c)  Employee shall promptly communicate and disclose to Radica Group all
          information, inventions, improvements, discoveries, knowhow, methods,
          techniques, processes, observations and data ("Proprietary
          Information") obtained, developed, invented or otherwise discovered by
          her in the course of this employment. All written materials, records,
          computer programs or data and documents made by Employee or coming
          into her 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 she may have purchased the medium on which such
          Proprietary Information is recorded.

     (d)  Upon Termination, Employee shall not take with her any of the
          Confidential Information or Proprietary Information. Upon Termination,
          or at any time upon the request of Radica, 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 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 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 USA or any
     corporation with or into which they may be consolidated or merged. 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, except that Employee may, without the
     prior consent of any member of Radica Group, assign to her spouse, or to a
     family member, proceeds of payments resulting from her death or a
     disability which, in either case, occurs after a termination of this
     Agreement.

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.


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<PAGE>


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, 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 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 USA Ltd.
                        180 South Lake Avenue
                        Suite 440 Pasadena, California 91101 U.S.A.
                        Attention:  Patrick S. Feely
                        Telephone:  (626) 744-1150
                        Telefax:    (626) 744-1155

                  To:   Employee:

                        Jeanne Olson
                        4337 San Carlos
                        Dallas, Texas 75205
                        U.S.A.
                        Telephone   (214) 528-7726
                        Telefax:    (214) 520-9961

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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<PAGE>

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


                                       RADICA ENTERPRISES LTD. (dba Radica USA)


                                       By: /S/ PAT FEELY on behalf of Radica USA
                                          --------------------------------------


                                       JEANNE OLSON


                                       /S/ JEANNE OLSON
                                       -----------------------------------------