EXHIBIT 10.1

                           CONVERTIBLE LOAN AGREEMENT

This Convertible Loan Agreement (the "AGREEMENT") is made as of the 6 day of
March, 2008, by and between Zone 4 Play Inc., a company organized under the laws
of the state of Nevada, USA, (the "COMPANY") and Shimon Citron, an individual
whose principal office is at 4 Ovadia St., Ramat Gan 52245, Israel (the
"LENDER").

     WHEREAS, the Parties agreed that the Lender will provide the Company with a
loan (the "LOAN") in the aggregate principal amount of US$ 500,000 (the
"PURCHASE PRICE" or "PRINCIPAL AMOUNT"), subject to terms and conditions set
forth in this Agreement; secured promissory notes of the Company ("NOTE" or
"NOTES"), a form of which is annexed hereto as EXHIBIT A, convertible into
shares ("CONVERSION SHARES") of the Company's Common Stock, $.001 par value (the
"COMMON STOCK") at a per share conversion price set forth in the Note (the
"CONVERSION PRICE"); and the amount of Common Stock purchase warrants (the
"WARRANTS"), in the form annexed hereto as EXHIBIT B, exercisable to purchase
shares of Common Stock (the "WARRANT SHARES") during the period and at the per
share purchase price set forth in the Warrants (the "EXERCISE PRICE").

     The Notes, Conversion Shares, the Warrants and the Warrant Shares are
collectively referred to herein as the "SECURITIES";

     NOW, THEREFORE, in consideration of the mutual covenants and other
agreements contained in this Agreement the Company and the lender hereby agree
as follows:

          1. THE LOAN.

               a. Under the terms and subject to the conditions set forth in
          this Agreement, the Lender shall lend to the Company a principal
          amount of US $500,000.

               b. The Lender shall transfer the Loan to the Company in
          installments, the amount and timing of which are specified in EXHIBIT
          C attached hereto.

               c. The Lender shall transfer each Installment to the Company by
          and no later than the date specified for each installment in Exhibit
          C. Each installment is payable in US dollars or in Israeli currency
          calculated at the most recent representative rate of exchange for the
          US Dollar published by the Bank of Israel at the time of payment.

The "CLOSING DATE" shall be the first Drawdown Date as specified in Exhibit C,
that the Lender shall transfer to the benefit of the company the amount of
$15,000 and provide to the company 6 personal checks each of them in the amount
specified in exhibit C, payable 7 days after the date of payment of each
installment in the aggregate amount of US$ 500,000.

               d. The Lender shall have the option for one year from the
          effective date of the Registration Statement to purchase up to an
          additional $500,000 ("Additional Stock"), in the aggregate, of Common
          Stock and Warrants under the same Pricing Terms as the Notes and
          Warrants purchased at closing date.

          2. WARRANTS.

On the Closing Date, the Company will issue and deliver Warrants to the Lender.
One Warrant will be issued for one Share which would be issued on the Closing
Date assuming the complete conversion of the Note on the Closing Date at the
Conversion Price. The exercise price to acquire a Warrant Share upon exercise of
a Warrant shall be the Conversion Price in effect on the Closing Date, subject
to adjusment as described in the Warrant. The Warrants shall be exercisable
until 5 (five) years after the issue date of the Warrants.


<PAGE>


          3. SECURITY INTEREST.

The lender will be granted a security interest in the assets of the Company,
according the terms and the conditions as specified in the security agreement
("SECURITY AGREEMENT,") a copy of which is annexed hereto as EXHIBIT D. The
Company will execute all such documents reasonably necessary in the opinion of
the Lender to memorialize and further protect the security interest described
herein.

          4. LENDER REPRESENTATIONS AND WARRANTIES. Lender hereby represents and
     warrants that:

               (a) AUTHORIZATION AND POWER. he has the requisite power and
          authority to enter into and perform this Agreement and the other
          Transaction Documents and to purchase the Notes and Warrants being
          sold to it hereunder.

               (b) INFORMATION ON COMPANY. As a shareholder of the Company and
          as a board member he has been furnished with or has had access to all
          information concerning its operations, financial condition and other
          matters as he has requested.

               (c) COMPLIANCE WITH SECURITIES LAWS. He understands and agrees
          that the Securities have not been registered under the 1933 Act or any
          applicable state securities laws, by reason of their issuance in a
          transaction that does not require registration under the 1933 Act.

               (d) that he will not trade in the company stock 30 days prior to
          closing date.

          5. COMPANY REPRESENTATIONS AND WARRANTIES. The Company represents and
     warrants to and agrees that:

               (a) DUE INCORPORATION. The Company is a corporation or other
          entity duly incorporated or organized, validly existing and in good
          standing under the laws of Nevada.

               (b) OUTSTANDING STOCK. All issued and outstanding shares of
          capital stock of the Company and Subsidiary have been duly authorized
          and validly issued and are fully paid and non-assessable.

               (c) AUTHORITY; ENFORCEABILITY. This Agreement, the Note, the
          Warrants, Security Agreement, and all other agreements delivered
          together with this Agreement or in connection herewith (collectively
          "TRANSACTION DOCUMENTS") have been duly authorized, executed and
          delivered by the Company and are valid and binding agreements of the
          Company enforceable in accordance with their terms. Provided the
          approval of the transaction documents by the Company's shareholders
          meeting, the Company has full corporate power and authority necessary
          to enter into and deliver the Transaction Documents and to perform its
          obligations thereunder. If, for any reason, the shareholder meeting
          will not approve the Transaction Documents, during a period of 30 days
          from the date of signing the Transaction Documents, Lender shall be
          entitled to be repaid all the loan payments plus the accrued interest
          and all his expenses within 14 days from that meeting. In no event
          shall the Lender transfer to the Company more than US$ 100,000 (one
          thundred thousand US dollars) prior to the approval of the Transaction
          Documents by the shareholders meeting. .


<PAGE>


               (d) THE SECURITIES. The Securities upon issuance:

                    (i) are, or will be, free and clear of any security
               interests, liens, claims or other encumbrances, subject to
               restrictions upon transfer under the 1933 Act and any applicable
               state securities laws;

                    (ii) have been, or will be, duly and validly authorized and
               on the date of issuance of the Securities, the Securities will be
               duly and validly issued, fully paid and non-assessable and if
               registered pursuant to the 1933 Act and resold pursuant to an
               effective registration statement.

                    (iii) will not have been issued or sold in violation of any
               preemptive or other similar rights of the holders of any
               securities of the Company;

               (e) LITIGATION. There is no pending or, to the best knowledge of
          the Company, threatened action, suit, proceeding or investigation
          before any court, governmental agency or body, or arbitrator having
          jurisdiction over the Company.

               (f) DEFAULTS. The Company is not in violation of its articles of
          incorporation or bylaws. The Company is (i) not in default under or in
          violation of any other material agreement or instrument to which it is
          a party or by which it or any of its properties are bound or affected,
          which default or violation would have a Material Adverse Effect, (ii)
          not in default with respect to any order of any court, arbitrator or
          governmental body or subject to or party to any order of any court or
          governmental authority arising out of any action, suit or proceeding
          under any statute or other law respecting antitrust, monopoly,
          restraint of trade, unfair competition or similar matters.

               (g) NO GENERAL SOLICITATION. Neither the Company, nor any of its
          Affiliates, nor to its knowledge, any person acting on its or their
          behalf, has engaged in any form of general solicitation or general
          advertising (within the meaning of Regulation D under the 1933 Act) in
          connection with the offer or sale of the Securities.

               (h) REPORTING COMPANY. The Company is a publicly-held company
          subject to reporting obligations pursuant to Section 13 of the
          Securities Exchange Act of 1934, as amended (the "1934 ACT") and has a
          class of Common Stock registered pursuant to Section 12(g) of the 1934
          Act. Pursuant to the provisions of the 1934 Act, the Company has
          timely filed all reports and other materials required to be filed
          thereunder with the Commission during the twelve months preceding the
          date of this Agreement and the Closing Date.

               (I) LISTING. The Company's Common Stock is quoted on the Bulletin
          Board under the symbol ZFPI.OB. The Company has not received any oral
          or written notice that its Common Stock is not eligible nor will
          become ineligible for quotation on the Bulletin Board nor that its
          Common Stock does not meet all requirements for the continuation of
          such quotation. The Company satisfies all the requirements for the
          continued quotation of its Common Stock on the Bulletin Board.


<PAGE>


          6. CONVERSION OF NOTE.

               (a) Upon the conversion of a Note or part thereof, the Company
          shall, at its own cost and expense, take all necessary action,
          including obtaining and delivering, an opinion of counsel to assure
          that the Company's transfer agent shall issue stock certificates in
          the name of Lender (or its permitted nominee) or such other persons as
          designated by Lender and in such denominations to be specified at
          conversion representing the number of shares of Common Stock issuable
          upon such conversion. The Company warrants that no instructions other
          than these instructions have been or will be given to the transfer
          agent of the Company's Common Stock and that the certificates
          representing such shares shall contain no legend other than the usual
          1933 Act restriction from transfer legend

               (b) The Lender will give notice of its decision to exercise its
          right to convert the Note, interest, or part thereof by telecopying,
          or otherwise delivering a completed Notice of Conversion (a form of
          which is annexed as EXHIBIT A to the Note) to the Company via
          confirmed telecopier transmission or otherwise pursuant to this
          Agreement. Lender will not be required to surrender the Note until the
          Note has been fully converted or satisfied. Each date on which a
          Notice of Conversion is telecopied to the Company in accordance with
          the provisions hereof by 6 PM (or if received by the Company after 6
          PM, then the next business day) shall be deemed a "CONVERSION DATE."
          The Company will itself or cause the Company's transfer agent to
          transmit the Company's Common Stock certificates representing the
          Conversion Shares to such Subscriber via express courier for receipt
          by Lender within five business days after receipt by the Company of
          the Notice of Conversion (such third day being the "DELIVERY DATE").

          7 REDEMPTION. The Notes shall not be redeemable or callable by the
     Company except as described in the Note.

          8. LEGAL FEES. The Company shall pay to Abramovich-Izardel law office
     a fee of $20,000 ("LEGAL FEES") as reimbursement for services rendered to
     the parties in connection with this Agreement and the purchase and sale of
     the Notes and Warrants.

          9. COVENANTS OF THE COMPANY. The Company covenants and agrees with the
     Lender as follows:

               (a) MARKET REGULATIONS. The Company shall notify the Commission,
          the and applicable state authorities, in accordance with their
          requirements, of the transactions contemplated by this Agreement, and
          shall take all other necessary action and proceedings as may be
          required and permitted by applicable law, rule and regulation, for the
          legal and valid issuance of the Securities to the Subscribers and
          promptly provide copies thereof to the Subscribers.


<PAGE>


               (b) FILING REQUIREMENTS. From the date of this Agreement and
          until the last to occur of (i) two (2) years after the Closing Date,
          (ii) until all the Conversion Shares and Warrant Shares have been
          resold or transferred by all the Lender pursuant to the Registration
          Statement or pursuant to Rule 144, without regard to volume
          limitations, or (iii) the Notes are not outstanding (the date of
          occurrence of the last such event being the "END DATE"), the Company
          will (A) cause its Common Stock to be registered under Section 12(b)
          or 12(g) of the 1934 Act, (B) comply in all respects with its
          reporting and filing obligations under the 1934 Act, (C) voluntarily
          comply with all reporting requirements that are applicable to an
          issuer with a class of shares registered pursuant to Section 12(b) or
          Section 12(g) of the 1934 Act, if the Company is not subject to such
          reporting requirements, and (D) comply with all requirements related
          to any registration statement filed pursuant to this Agreement. The
          Company will not take any action or file any document (whether or not
          permitted by the 1933 Act or the 1934 Act or the rules thereunder) to
          terminate or suspend such registration or to terminate or suspend its
          reporting and filing obligations under said acts until the End Date.
          Until the End Date, the Company will continue the listing or quotation
          of the Common Stock on a Principal Market and will comply in all
          respects with the Company's reporting, filing and other obligations
          under the bylaws or rules of the Principal Market. The Company agrees
          to timely file a Form D with respect to the Securities if required
          under Regulation D and to provide a copy thereof to each Subscriber
          promptly after such filing.

               (c) BOOKS AND RECORDS. From the date of this Agreement and until
          the End Date, the Company will keep true records and books of account
          in which full, true and correct entries will be made of all dealings
          or transactions in relation to its business and affairs in accordance
          with generally accepted accounting principles applied on a consistent
          basis.

               (d) GOVERNMENTAL AUTHORITIES. From the date of this Agreement and
          until the End Date, the Company shall duly observe and conform in all
          material respects to all valid requirements of governmental
          authorities relating to the conduct of its business or to its
          properties or assets.

               (e) INTELLECTUAL PROPERTY. From the date of this Agreement and
          until the End Date, the Company shall maintain in full force and
          effect its corporate existence, rights and franchises and all licenses
          and other rights to use intellectual property owned or possessed by it
          and reasonably deemed to be necessary to the conduct of its business,
          unless it is sold for value.

               (f) PROPERTIES. From the date of this Agreement and until the End
          Date, the Company will keep its properties in good repair, working
          order and condition, reasonable wear and tear excepted, and from time
          to time make all necessary and proper repairs, renewals, replacements,
          additions and improvements thereto; and the Company will at all times
          comply with each provision of all leases to which it is a party or
          under which it occupies property if the breach of such provision could
          reasonably be expected to have a Material Adverse Effect.

               (g) NON-PUBLIC INFORMATION. The Company covenants and agrees that
          except for the Reports, Other Written Information and schedules and
          exhibits to this Agreement, which information the Company undertakes
          to publicly disclose not later than the sooner of the required or
          actual filing date of the Form 8-K described in Section 9(n) above,
          neither it nor any other person acting on its behalf will at any time
          as of the date hereof provide Lender or its agents or counsel with any
          information that the Company believes constitutes material non-public
          information, unless prior thereto such Lender shall have agreed in
          writing to receive such information or received such information under
          his capacity as a board member or officer of the Company. The Company
          understands and confirms that each Subscriber shall be relying on the
          foregoing representations in effecting transactions in securities of
          the Company.

               (h) SENIORITY. Except for Permitted Liens and as otherwise
          provided for herein, until the Notes are fully satisfied or converted,
          the Company shall not grant nor allow any security interest to be
          taken in the assets of the Company or any Subsidiary; nor issue any
          debt, equity or other instrument which would give the holder thereof
          directly or indirectly, a right in any assets of the Company or any
          Subsidiary, equal or superior to any right or potential of the holder
          of a Note in or to such assets.


<PAGE>


          10. REGISTRATION RIGHTS. The Company hereby grants the following
     registration rights to Lender.

               (i) The Company shall file with the Commission a FormSB-2
          registration statement (the "REGISTRATION STATEMENT") (or such other
          form that it is eligible to use) in order to register the Registrable
          Securities for resale and distribution under the 1933 Act within
          sixsty (60) calendar days after the conversion Date (the "FILING
          DATE"), and use its best efforts to cause the Registration Statement
          to be declared effective not later than ninety (90) calendar days
          after the conversion Date (the "EFFECTIVE DATE"). The Company will
          register not less than a number of shares of common stock in the
          aforedescribed registration statement that is equal to 100% of the
          Conversion Shares issued and issuable upon conversion of the Notes and
          100% of the Warrant Shares issuable upon exercise of the Warrants, and
          the Additional Stock (collectively the "REGISTRABLE SECURITIES") The
          Registration Statement will immediately be amended or additional
          registration statements will be immediately filed by the Company as
          necessary to register additional shares of Common Stock to allow the
          public resale of all Common Stock included in and issuable by virtue
          of the Registrable Securities. Except with the written consent of the
          Subscribers, no securities of the Company other than the Registrable
          Securities will be included in the Registration Statement.

          11 REGISTRATION PROCEDURES. If and whenever the Company is required to
     effect the registration of any Registrable Securities under the 1933 Act,
     the Company will, as expeditiously as possible:

               (a) subject to the timelines provided in this Agreement, prepare
          and file with the Commission a registration statement required by
          Section 10, with respect to such securities and use its best efforts
          to cause such registration statement to become and remain effective
          for the period of the distribution contemplated thereby (determined as
          herein provided), promptly provide to the holders of the Registrable
          Securities copies of all filings and Commission letters of comment and
          notify the Lender (by telecopier and by e-mail addresses provided by
          the Lender) that the Company receives notice that (i) the Commission
          has no comments or no further comments on the Registration Statement,
          and (ii) the registration statement has been declared effective.

               (b) prepare and file with the Commission such amendments and
          supplements to such registration statement and the prospectus used in
          connection therewith as may be necessary to keep such registration
          statement effective.

               (c) if applicable, list the Registrable Securities covered by
          such registration statement with any securities exchange on which the
          Common Stock of the Company is then listed;


<PAGE>


          12. EXPENSES. All expenses incurred by the Company in complying with
     Section 10, including, without limitation, all registration and filing
     fees, printing expenses (if required), fees and disbursements of counsel
     and independent public accountants for the Company, fees and expenses
     (including reasonable counsel fees) incurred in connection with complying
     with state securities or "blue sky" laws, fees of the NASD, transfer taxes,
     and fees of transfer agents and registrars, are called "REGISTRATION
     EXPENSES." All underwriting discounts and selling commissions applicable to
     the sale of Registrable Securities are called "SELLING EXPENSES." The
     Company will pay all Registration Expenses in connection with the
     registration statement under Section 11. Selling Expenses in connection
     with each registration statement under Section 11 shall be borne by the
     Seller and may be apportioned among the Sellers in proportion to the number
     of shares sold by the Seller relative to the number of shares sold under
     such registration statement or as all Sellers thereunder may agree.

          13. Miscellaneous.

               (a) NOTICES. All notices, demands, requests, consents, approvals,
          and other communications required or permitted hereunder shall be in
          writing and, unless otherwise specified herein, shall be (i)
          personally served, (ii) deposited in the mail, registered or
          certified, return receipt requested, postage prepaid, (iii) delivered
          by reputable air courier service with charges prepaid, or (iv)
          transmitted by hand delivery, telegram, or facsimile, addressed as set
          forth below or to such other address as such party shall have
          specified most recently by written notice. Any notice or other
          communication required or permitted to be given hereunder shall be
          deemed effective (a) upon hand delivery or delivery by facsimile, with
          accurate confirmation generated by the transmitting facsimile machine,
          at the address or number designated below (if delivered on a business
          day during normal business hours where such notice is to be received),
          or the first business day following such delivery (if delivered other
          than on a business day during normal business hours where such notice
          is to be received) or (b) on the second business day following the
          date of mailing by express courier service, fully prepaid, addressed
          to such address, or upon actual receipt of such mailing, whichever
          shall first occur. The addresses for such communications shall be: (i)
          if to the Company, to: ________________Attn_______________________:

               (b) ENTIRE AGREEMENT; ASSIGNMENT. This Agreement and other
          documents delivered in connection herewith represent the entire
          agreement between the parties hereto with respect to the subject
          matter hereof and may be amended only by a writing executed by the
          Company and the affected Subscriber and as described in this
          agreement. Neither the Company nor the Lender have relied on any
          representations not contained or referred to in this Agreement and the
          documents delivered herewith. No right or obligation of the Company
          shall be assigned without prior notice to and the written consent of
          the Lender

               (c) COUNTERPARTS/EXECUTION. This Agreement may be executed in any
          number of counterparts and by the different signatories hereto on
          separate counterparts, each of which, when so executed, shall be
          deemed an original, but all such counterparts shall constitute but one
          and the same instrument. This Agreement may be executed by facsimile
          signature and delivered by facsimile transmission.

               (d) LAW GOVERNING THIS AGREEMENT. This Agreement shall be
          governed by and construed in accordance with the laws of the State of
          Israel, without regard to principles of conflicts of laws. Any action
          brought by either party against the other concerning the transactions
          contemplated by this Agreement shall be brought only in the state
          courts of Tel Aviv. The parties to this Agreement hereby irrevocably
          waive any objection to jurisdiction and venue of any action instituted
          hereunder and shall not assert any defense based on lack of
          jurisdiction or venue or based upon FORUM NON CONVENIENS.


<PAGE>


               (e) SEVERABILITY. In the event that any term or provision of this
          Agreement shall be finally determined to be superseded, invalid,
          illegal or otherwise unenforceable pursuant to applicable law by an
          authority having jurisdiction and venue, that determination shall not
          impair or otherwise affect the validity, legality or enforceability:
          (i) by or before that authority of the remaining terms and provisions
          of this Agreement, which shall be enforced as if the unenforceable
          term or provision were deleted, or (ii) by or before any other
          authority of any of the terms and provisions of this Agreement.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]


<PAGE>


                  SIGNATURE PAGE TO CONVERTIBLE LOAN AGREEMENT

     Please acknowledge your acceptance of the foregoing Subscription Agreement
by signing and returning a copy to the undersigned whereupon it shall become a
binding agreement between us.

                                    ZONE 4 PLAY, INC.
                                    a Nevada corporation


                                    By: /s/ Ronen Stein     /s/ Adiv Baruch
                                    -------------------     ---------------

                                    Dated: March 6, 2008

-----------------------------------------------------   ------------------------
LENDER                                                  PURCHASE PRICE AND
                                                        PRINCIPAL AMOUNT OF NOTE
-----------------------------------------------------   ------------------------
Name of Lender:

______________________________________

Address: _____________________________

______________________________________

Fax No.: _____________________________
Email address (not for notice purposes):
__________________________

______________________________________

Jurisdiction of organization (for entities):
__________________________

/s/ Shimon Citron
-----------------
(Signature)
By: __________________________________
Name: ________________________________
Title: _______________________________

-----------------------------------------------------   ------------------------


<PAGE>


                                LIST OF EXHIBITS

     Exhibit A               Form of Note

     Exhibit B               Form of Warrant

     Exhibit C               Installments of Payments

     Exhibit D               Security Agreement


<PAGE>


EXHIBIT C

Installments of Payment:

------------------------------------------------------- ------------------------
DATE                                                    PAYMENT AMOUNT
------------------------------------------------------- ------------------------
February 22, 2008                                       $ 15,000
------------------------------------------------------- ------------------------
February 28, 2008                                       $ 35,000
------------------------------------------------------- ------------------------
March 9, 2008                                           $ 50,000
------------------------------------------------------- ------------------------
April 9, 2008                                           $100,000
------------------------------------------------------- ------------------------
May 9, 2008                                             $100,000
------------------------------------------------------- ------------------------
June 9, 2008                                            $100,000
------------------------------------------------------- ------------------------
July 9, 2008                                            $100,000
------------------------------------------------------- ------------------------
TOTAL                                                   $500,000
------------------------------------------------------- ------------------------