EXHIBIT 10.4

                    Right to Purchase 8,403,361 shares of Common Stock of
                    Zone 4 play, Inc. (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

Issue Date: March 6, 2008

Zone 4 play, Inc., a corporation organized under the laws of the State of Nevada
(the "Company"), hereby certifies that, for value received, from Mr. Shimon
Citron, or its assigns (the "Holder"), he is entitled, subject to the terms set
forth below, to purchase from the Company at any time commencing the Issue Date
until 6:00 p.m., until the fifith anniversary of the Issue Date (the "Expiration
Date"), up to 8,403,361 fully paid and nonassessable shares of Common Stock at a
per share purchase price of $0.0595. The aforedescribed purchase price per
share, as adjusted from time to time as herein provided, is referred to herein
as the "Purchase Price." The number and character of such shares of Common Stock
and the Purchase Price are subject to adjustment as provided herein. Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
that certain Loan Agreement (the "LOAN AGREEMENT"), dated as of March 6, 2008,
entered into by the Company and the Holder.

     As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

     (a) The term "Company" shall include Zone 4 play, Inc. and any corporation
which shall succeed or assume the obligations of Zone 4 play Inc. hereunder.

     (b) The term "Common Stock" includes (a) the Company's Common Stock, $.001
par value per share, as authorized on the date of the Loan Agreement, and (b)
any other securities into which or for which any of the securities described in
(a) may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.

     (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.

     (d) The term "Warrant Shares" shall mean the Common Stock issuable upon
exercise of this Warrant.

     1. EXERCISE OF WARRANT.

          1.1. NUMBER OF SHARES ISSUABLE UPON EXERCISE. From and after the Issue
     Date through and including the Expiration Date, the Holder hereof shall be
     entitled to receive, upon exercise of this Warrant in whole in accordance
     with the terms of subsection 1.2 or upon exercise of this Warrant in part
     in accordance with subsection 1.3, shares of Common Stock of the Company,
     subject to adjustment pursuant to Section 4.

          1.2. FULL EXERCISE. This Warrant may be exercised in full by the
     Holder hereof by delivery of an original or facsimile copy of the form of
     Exercise attached as Exhibit A hereto (the "Exercise Form") duly executed
     by such Holder and delivery within two days thereafter of payment, in cash,
     wire transfer or by certified or official bank check payable to the order
     of the Company, in the amount obtained by multiplying the number of shares
     of Common Stock for which this Warrant is then exercisable by the Purchase
     Price then in effect. The original Warrant is not required to be
     surrendered to the Company until it has been fully exercised


<PAGE>


          1.3. PARTIAL EXERCISE. This Warrant may be exercised in part (but not
     for a fractional share) by delivery of an Exercise Form in the manner and
     at the place provided in subsection 1.2 except that the amount payable by
     the Holder on such partial exercise shall be the amount obtained by
     multiplying (a) the number of whole shares of Common Stock designated by
     the Holder in the Exercise Form by (b) the Purchase Price then in effect.
     On any such partial exercise provided the Holder has surrendered the
     original Warrant, the Company, at its expense, will forthwith issue and
     deliver to or upon the order of the Holder hereof a new Warrant of like
     tenor, in the name of the Holder hereof or as such Holder (upon payment by
     such Holder of any applicable transfer taxes) may request, the whole number
     of shares of Common Stock for which such Warrant may still be exercised for
     the balance of.

          1.4. FAIR MARKET VALUE. Fair Market Value of a share of Common Stock
     as of a particular date (the "Determination Date") shall mean:

               (a) If the Company's Common Stock is traded on an exchange or is
          quoted on the NASDAQ Global Market, Nasdaq Global Select Market, the
          NASDAQ Capital Market, the New York Stock Exchange, the American Stock
          Exchange, LLC, or OTC Bulletin Board, then the average of the closing
          or last sale prices, respectively, reported for the ten trading days
          immediately preceding the Determination Date;

               (b) If the Company's Common Stock is not traded on an exchange or
          on the NASDAQ Global Market, Nasdaq Global Select Market, the NASDAQ
          Capital Market, the New York Stock Exchange, the American Stock
          Exchange, LLC, or OTC Bulletin Board, but is traded in the
          over-the-counter market, then the average of the closing bid and ask
          prices reported for the ten trading days immediately preceding the
          Determination Date;

          1.5. COMPANY ACKNOWLEDGMENT. The Company will, at the time of the
     exercise of the Warrant, upon the request of the Holder hereof acknowledge
     in writing its continuing obligation to afford to such Holder any rights to
     which such Holder shall continue to be entitled after such exercise in
     accordance with the provisions of this Warrant. If the Holder shall fail to
     make any such request, such failure shall not affect the continuing
     obligation of the Company to afford to such Holder any such rights.

          1.6 DELIVERY OF STOCK CERTIFICATES, ETC. ON EXERCISE. The Company
     agrees that the shares of Common Stock purchased upon exercise of this
     Warrant shall be deemed to be issued to the Holder hereof as the record
     owner of such shares as of the close of business on the date on which
     delivery of an Exercise Form shall have occurred and payment made for such
     shares as aforesaid. As soon as practicable after the exercise of this
     Warrant in full or in part, and in any event within twenty one (21)
     business days thereafter ("Warrant Share Delivery Date"), the Company at
     its expense (including the payment by it of any applicable issue taxes)
     will cause to be issued in the name of and delivered to the Holder hereof,
     or as such Holder (upon payment by such Holder of any applicable transfer
     taxes) may direct in compliance with applicable securities laws, a
     certificate or certificates for the number of duly and validly issued,
     fully paid and non-assessable shares of Common Stock (or Other Securities)
     to which such Holder shall be entitled on such exercise, plus, in lieu of
     any fractional share to which such Holder would otherwise be entitled, cash
     equal to such fraction multiplied by the then Fair Market Value of one full
     share of Common Stock, together with any other stock or other securities
     and property (including cash, where applicable) to which such Holder is
     entitled upon such exercise pursuant to Section 1 or otherwise. The Company
     understands that a delay in the delivery of the Warrant Shares after the
     Warrant Share Delivery Date could result in economic loss to the Holder. As
     compensation to the Holder for such loss, the Company agrees to pay (as
     liquidated damages and not as a penalty) to the Holder for late issuance of
     Warrant Shares upon exercise of this Warrant the proportionate amount of US
     $10 (ten USdollars) per business day after the Warrant Share Delivery Date
     for each $10,000 of Purchase Price of Warrant Shares for which this Warrant
     is exercised which are not timely delivered. The Company shall pay any
     payments incurred under this Section in immediately available funds upon
     demand. Furthermore, in addition to any other remedies which may be
     available to the Holder, in the event that the Company fails for any reason
     to effect delivery of the Warrant Shares by the Warrant Share Delivery
     Date, the Holder may revoke all or part of the relevant Warrant exercise by
     delivery of a notice to such effect to the Company, whereupon the Company
     and the Holder shall each be restored to their respective positions
     immediately prior to the exercise of the relevant portion of this Warrant,
     except that the liquidated damages described above shall be payable through
     the date notice of revocation or rescission is given to the Company.


<PAGE>


     2. CASHLESS EXERCISE.

          (a) If a registration statement (as described in the Loan Agreement)
     ("Registration Statement") is effective and the Holder may sell all of its
     shares of Common Stock upon exercise of all of the Warrants issued to the
     Holder on the Issue Date pursuant to such Registration Statement, this
     Warrant may be exercisable in whole or in part for cash only as set forth
     in Section 1 above. If such Registration Statement is not available, the
     payment upon exercise may be made at the option of the Holder either in (i)
     cash, wire transfer or by certified or official bank check payable to the
     order of the Company equal to the applicable aggregate Purchase Price, (ii)
     by delivery of Common Stock issuable upon exercise of the Warrants in
     accordance with Section (b) below or (iii) by a combination of any of the
     foregoing methods, for the number of Common Stock specified in such form
     (as such exercise number shall be adjusted to reflect any adjustment in the
     total number of shares of Common Stock issuable to the holder per the terms
     of this Warrant) and the holder shall thereupon be entitled to receive the
     number of duly authorized, validly issued, fully-paid and non-assessable
     shares of Common Stock (or Other Securities) determined as provided herein.

          (b) Subject to the provisions herein to the contrary, if the Fair
     Market Value of one share of Common Stock is greater than the Purchase
     Price (at the date of calculation as set forth below), in lieu of
     exercising this Warrant for cash, the holder may elect to receive shares
     equal to the value (as determined below) of this Warrant (or the portion
     thereof being cancelled) by surrender of this Warrant at the principal
     office of the Company together with the properly endorsed Loan Form in
     which event the Company shall issue to the holder a number of shares of
     Common Stock computed using the following formula:

               X=Y (A-B)
                 -------
                    A

         Where X=   the number of shares of Common Stock to be issued to the
                    holder

               Y=   the number of shares of Common Stock purchasable under the
                    Warrant or, if only a portion of the Warrant is being
                    exercised, the portion of the Warrant being exercised (at
                    the date of such calculation)

               A=   the average of the closing sale prices of the Common Stock
                    for the five (5) Trading Days immediately prior to (but not
                    including) the Exercise Date, or Fair Market Value,
                    whichever is less

               B=   Purchase Price (as adjusted to the date of such calculation)

     For purposes of Rule 144 promulgated under the 1933 Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced, on
the date this Warrant was originally issued pursuant to the Loan Agreement.


<PAGE>


     3. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.

          3.1. FUNDAMENTAL TRANSACTION. If, at any time while this Warrant is
     outstanding, (A) the Company effects any merger or consolidation of the
     Company with or into another entity, other than with one or few of its
     subsidiaries (B) the Company effects any sale of all or substantially all
     of its assets in one or a series of related transactions, (C) any tender
     offer or exchange offer (whether by the Company or another entity) is
     completed pursuant to which holders of Common Stock are permitted to tender
     or exchange their shares for other securities, cash or property, (D) the
     Company consummates a stock purchase agreement or other business
     combination (including, without limitation, a reorganization,
     recapitalization, spin-off or scheme of arrangement) with one or more
     persons or entities whereby such other persons or entities acquire more
     than the 50% of the outstanding shares of Common Stock (not including any
     shares of Common Stock held by such other persons or entities making or
     party to, or associated or affiliated with the other persons or entities
     making or party to, such stock purchase agreement or other business
     combination), (E) any "person" or "group" (as these terms are used for
     purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become
     the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act),
     directly or indirectly, of 50% of the aggregate Common Stock of the
     Company, or (F) the Company effects any reclassification of the Common
     Stock or any compulsory share exchange pursuant to which the Common Stock
     is effectively converted into or exchanged for other securities, cash or
     property (in any such case, a "Fundamental Transaction"), then, upon any
     subsequent exercise of this Warrant, the Holder shall have the right to
     receive, for each Warrant Share that would have been issuable upon such
     exercise immediately prior to the occurrence of such Fundamental
     Transaction, at the option of the Holder, (a) upon exercise of this
     Warrant, the number of shares of Common Stock of the successor or acquiring
     corporation or of the Company, if it is the surviving corporation, and any
     additional consideration (the "Alternate Consideration") receivable upon or
     as a result of such reorganization, reclassification, merger, consolidation
     or disposition of assets by a Holder of the number of shares of Common
     Stock for which this Warrant is exercisable immediately prior to such event
     For purposes of any such exercise, the determination of the Purchase Price
     shall be appropriately adjusted to apply to such Alternate Consideration
     based on the amount of Alternate Consideration issuable in respect of one
     share of Common Stock in such Fundamental Transaction, and the Company
     shall apportion the Purchase Price among the Alternate Consideration in a
     reasonable manner reflecting the relative value of any different components
     of the Alternate Consideration. If holders of Common Stock are given any
     choice as to the securities, cash or property to be received in a
     Fundamental Transaction, then the Holder shall be given the same choice as
     to the Alternate Consideration it receives upon any exercise of this
     Warrant following such Fundamental Transaction. To the extent necessary to
     effectuate the foregoing provisions, any successor to the Company or
     surviving entity in such Fundamental Transaction shall issue to the Holder
     a new warrant consistent with the foregoing provisions and evidencing the
     Holder's right to exercise such warrant into Alternate Consideration. The
     terms of any agreement pursuant to which a Fundamental Transaction is
     effected shall include terms requiring any such successor or surviving
     entity to comply with the provisions of this Section 3.1 and insuring that
     this Warrant (or any such replacement security) will be similarly adjusted
     upon any subsequent transaction analogous to a Fundamental Transaction.

          3.2 SHARE ISSUANCE. Until the Expiration Date, if the Company shall
     issue any Common Stock except for the Excepted Issuances (as defined in the
     Loan Agreement), prior to the complete exercise of this Warrant for a
     consideration less than the Purchase Price that would be in effect at the
     time of such issue, then, and thereafter successively upon each such issue,
     the Purchase Price shall be reduced to such other lower price for then
     outstanding Warrants. For purposes of this adjustment, the issuance of any
     security or debt instrument of the Company carrying the right to convert
     such security or debt instrument into Common Stock or of any warrant, right
     or option to purchase Common Stock shall result in an adjustment to the
     Purchase Price upon the issuance of the above-described security, debt
     instrument, warrant, right, or option if such issuance is at a price lower
     than the Purchase Price in effect upon such issuance and again at any time
     upon any subsequent issuances of shares of Common Stock upon exercise of
     such conversion or purchase rights if such issuance is at a price lower
     than the Purchase Price in effect upon such issuance. Common Stock issued
     or issuable by the Company for no consideration will be deemed issuable or
     to have been issued for $0. 001 per share of Common Stock. The reduction of
     the Purchase Price described in this Section 3.2 is subject to the
     provisions of, and in addition to the other rights of the Holder described
     in, the Loan Agreement.


<PAGE>


     4. EXTRAORDINARY EVENTS REGARDING COMMON STOCK. In the event that the
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.
The number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof, be entitled to receive shall be adjusted to
a number determined by multiplying the number of shares of Common Stock that
would otherwise (but for the provisions of this Section 4 be issuable on such
exercise by a fraction of which (a) the numerator is the Purchase Price that
would otherwise (but for the provisions of this Section 4 be in effect, and (b)
the denominator is the Purchase Price in effect on the date of such exercise.

     5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrants, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of the Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).

     6. RESERVATION OF STOCK, ETC. ISSUABLE ON EXERCISE OF WARRANT; FINANCIAL
STATEMENTS. The Company will at all times reserve and keep available, solely for
issuance and delivery on the exercise of the Warrants, all shares of Common
Stock (or Other Securities) from time to time issuable on the exercise of the
Warrant. This Warrant entitles the Holder hereof to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

     7. ASSIGNMENT; EXCHANGE OF WARRANT. Subject to compliance with applicable
securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any registered holder hereof (a "Transferor"). On the surrender
for exchange of this Warrant, with the Transferor's endorsement in the form of
Exhibit B attached hereto (the "Transferor Endorsement Form") and together with
an opinion of counsel reasonably satisfactory to the Company that the transfer
of this Warrant will be in compliance with applicable securities laws, the
Company will issue and deliver to or on the order of the Transferor thereof a
new Warrant or Warrants of like tenor, in the name of the Transferor and/or the
transferee(s) specified in such Transferor Endorsement Form (each a
"Transferee"), calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the Warrant
so surrendered by the Transferor.

     8. REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any such loss, theft or destruction of this Warrant, on
delivery of an indemnity agreement or security reasonably satisfactory in form
and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense, twice only, will
execute and deliver, in lieu thereof, a new Warrant of like tenor.


<PAGE>


     9. REGISTRATION RIGHTS. The Holder of this Warrant has been granted certain
registration rights by the Company. These registration rights are set forth in
the Loan Agreement. The terms of the Loan Agreement are incorporated herein by
this reference.

     10. TRANSFER ON THE COMPANY'S BOOKS. Until this Warrant is transferred on
the books of the Company, the Company may treat the registered holder hereof as
the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

     13. 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.

     14. LAW GOVERNING THIS WARRANT. This Warrant shall be governed by and
construed in accordance with the laws of the State of Israel without regard to
principles of conflicts of laws, except to the extent the corporation law of the
State of Nevada necessarily applies by its terms. Any action brought by either
party against the other concerning the transactions contemplated by this Warrant
shall be brought only to the applicable court in Tel Aviv. The parties to this
Warrant 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.

     IN WITNESS WHEREOF, the Company has executed this Warrant as of the date
first written above.

                                ZONE 4 PLAY INC.


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


<PAGE>


                                    EXHIBIT A

                                FORM OF EXERCISE
                   (to be signed only on exercise of Warrant)

TO: ZONE 4 PLAY INC.

The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___     ________ shares of the Common Stock covered by such Warrant; or

___     the maximum  number of shares of Common  Stock  covered by such  Warrant
pursuant to the  cashless  exercise procedure set forth in Section 2.

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

___     $__________ in lawful money of the United States; and/or

___     the cancellation of such portion of the attached Warrant as is
exercisable for a total of _______ shares of Common Stock (using a Fair Market
Value of $_______ per share for purposes of this calculation); and/or

___     the cancellation of such number of shares of Common Stock as is
necessary, in accordance with the formula set forth in Section 2, to exercise
this Warrant with respect to the maximum number of shares of Common Stock
purchasable pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to

_______________________________________________________________ whose address is
________________________________________________________________________________
_______________________________________________________________________________.

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.

Dated:____________________          ____________________________________________
                                    (Signature must conform to name of holder as
                                    specified on the face of the Warrant)

                                    ____________________________________________
                                    ____________________________________________
                                    (Address)


<PAGE>


                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

     For value received, the undersigned hereby sells, assigns, and transfers
unto the person(s) named below under the heading "Transferees" the right
represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of ZONE 4 PLAY INC.. to which the within Warrant relates
specified under the headings "Percentage Transferred" and "Number Transferred,"
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of ZONE 4 PLAY
INC. with full power of substitution in the premises.

----------------------   ----------------------------------   ------------------
TRANSFEREES              PERCENTAGE TRANSFERRED               NUMBER TRANSFERRED
----------------------   ----------------------------------   ------------------

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

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

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

Dated:  ______________, ___________    _________________________________________
                                       (Signature must conform to name of holder
                                       as specified on the face of the warrant)

Signed in the presence of:

___________________________________    _________________________________________
         (Name)                        _________________________________________
                                             (address)

ACCEPTED AND AGREED:                  __________________________________________
[TRANSFEREE]                          __________________________________________
                                             (address)

___________________________________
         (Name)