EXHIBIT 10.3

                         DIRECTOR APPOINTMENT AGREEMENT

This   Director   Appointment   Agreement,   (the   "AGREEMENT")   dated  as  of
......................, 2004 by and between Zone4play, inc a company incorporated
under the laws of the state of Nevada (the "COMPANY"),  and Oded Zucker residing
at ............... (The "DIRECTOR").

WHEREAS,  the Company  wishes to appoint  Director,  and  Director  agrees to be
appointed by the Company, as a member of the Board of Directors of the Company.

NOW, THEREFORE,  in consideration of the mutual undertakings and premises herein
contained, the parties hereto hereby agree as follows:

1.       THE APPOINTMENT

The Company hereby appoints Director, and Director hereby agrees to be appointed
by the Company, as a member of the Company's Board of Directors (the "BOARD").

In serving  as a member of the  Board,  Director  acknowledges  and agrees  that
during the term hereof acting as a member of the Board,  Director shall be bound
by  all  applicable  laws  and   regulations  and  the  Company's   Articles  of
Incorporation, By-laws or other governing instruments or contractual commitments
of the Company  which govern or control in any way  Director's  rights,  powers,
duties or responsibilities as a member of the Board.

Director will exercise care and diligence in exercising Director's position as a
member of the Board and as a director of the  Company.  Director  shall not take
any  action  which  reasonably  would or could  result in a  conflict  with,  or
prejudice to, the interests of the Company.

2.       SCOPE OF SERVICES

Director  shall  use  Director's  best  efforts  during  the term of  Director's
appointment to the extent reasonably expected by his obligations, to the affairs
and business of the Company as shall be reasonably necessary in order for him to
perform his duties as a director, including participation in all Board meetings,
and if so required in committees of the Board.

3.       COMPENSATION

In consideration of the services provided to the Company by Director  hereunder,
the company shall compensate Director as follows:

3.1 While  Director  serves  as a member of the  Board,  the  Company  shall pay
Director a  director's  fee of 7,000 U.S.  Dollars  (US$) per annum,  payable in
quarterly  installments.  In addition,  the Company  shall pay 750 U.S.  Dollars
(US$) per board meeting and any applicable V.A.T as required by law.

3.2 It is agreed by Director  and the Company  that the said fee shall cover all
expenses  incurred by Director in the discharge of Director's  duties under this
Agreement.  Notwithstanding the foregoing,  the Company shall reimburse Director
for reasonable travel and other expenses incurred by Director in connection with
the performance of Director's duties and  responsibilities  hereunder,  provided
that such  expenses  are approved in advance by the Company and  supported  with
customary receipts and expense reports.



3.3   Stock Option
      Director  shall be  granted  an option  under  the terms of the  Company's
      option  plan to  purchase  192,261  shares of common  stock of the Company
      [representing  1% of the issued and outstanding  shares of the Company] at
      par value of $0.001  each,  at an  exercise  price per share of US $1 (the
      "OPTION").  Director's  rights to exercise  the Option shall vest in three
      equal annual installments during a period of three years commencing on the
      date of this agreement, whereby Director shall have the option to purchase


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      1/3 of the shares  subject to the Option at the  expiration  of the first,
      second and third year  respectively  from the date hereof,  provided  that
      this Agreement is not earlier terminated. In the event of a termination of
      this Agreement for Cause (as defined  below) at any time,  the Option,  to
      the  extent  not   exercised   shall   terminate   and  be  cancelled  and
      non-exercisable.

3.4   The  Company  shall  issue  directors  and  officers  insurance  policy in
      accordance  with the  customary  practices  of the  Company  and the terms
      customary in its industry and bear all costs related thereto.

3.5   Director  acknowledges that Director is not an employee of the Company for
      any purpose and shall not be entitled to  participate  in any  retirement,
      health or other  benefits  which are reserved to employees of the Company.
      Director  acknowledges  that  Director is  responsible  for payment of all
      taxes  associated  with  the  fees  and  director  stock  options  granted
      hereunder.

4.    CONFIDENTIAL INFORMATION

      4.1   In the  course of being a member  of the  Board,  Director  may have
            access to, and become familiar with,  "Confidential  Information" of
            the Company (as  hereinafter  defined).  Director shall at all times
            hereinafter   maintain  in  the   strictest   confidence   all  such
            Confidential  Information  and shall not  divulge  any  Confidential
            Information  to any person,  firm or  corporation  without the prior
            written consent of the Company.  For purposes hereof,  "Confidential
            Information"  shall mean all information in any and all medium which
            is confidential by its nature, including,  without limitation, data,
            technology, know-how, inventions,  discoveries,  designs, processes,
            formulations,  models, and/or trade and business secrets relating to
            any line of business in which the Company is involved.  Confidential
            Information shall also include the Company's  marketing and business
            plans relating to current, planned or nascent products.

      4.2   Director  shall  not use any  Confidential  Information  for,  or in
            connection with, the development,  manufacture or use of any product
            or for any other  purpose  whatsoever  except  as and to the  extent
            provided  in this  Agreement  or in any other  subsequent  agreement
            between the parties.

      4.3   Notwithstanding  the foregoing,  Confidential  Information shall not
            include any  information  which Director can prove to the Company by
            appropriate  documentation  is: (i) in, or enters the public  domain
            otherwise than by reason of a breach hereof by Director;  (ii) known
            by Director at the time of disclosure thereof by the Company;  (iii)
            independently developed by Director without recourse to Confidential
            Information; or (iv) rightfully transmitted or disclosed to Director
            by a third party which owes no  obligation of  confidentiality  with
            respect to such information.

      4.4   All  Confidential  Information  made  available  to, or received by,
            Director shall remain the property of the Company, and no license or
            other  rights  in or to  the  Confidential  Information  is  granted
            hereby.  The  obligation  of  Director  not to use any  Confidential
            Information  disclosed pursuant to this Agreement except as provided
            in this  Agreement  shall  remain  in effect  indefinitely,  and the
            Director shall be prohibited from  disclosing any such  Confidential
            Information during the term of this Agreement and thereafter.

      4.5   All files, records, documents, drawings, specifications,  equipment,
            and similar items  relating to the business of the Company,  whether
            prepared by Director or otherwise  coming into his  possession,  and
            whether classified as Confidential  Information or not, shall remain
            the  exclusive   property  of  the  Company.   Upon  termination  or
            expiration  of this  Agreement,  or  upon  request  by the  Company,
            Director  shall  promptly  turn over to the  Company all such files,
            records, reports analyses, documents, and other material of any kind
            concerning the Company which Director obtained, received or prepared
            pursuant to this Agreement.

      5.    NON-COMPETITION

            Director understands, recognizes and agrees that, during the term of
            this  Agreement  and for a  period  one (1)  year  from  the date of


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            termination  of  his  appointment  hereunder,  he  shall  not in any
            manner, directly or indirectly, enter into or engage in any business
            competitive with the Company's present business.

      6.    TERMS AND TERMINATION

      6.1   Subject to the other  provision  of the  Section  5, this  Agreement
            shall become effective on the date hereof and shall continue in full
            force and effect until  ........................  unless  previously
            terminated  by either  party  upon the  giving of  thirty-day  prior
            written  notice to the other  party or by the  Company  pursuant  to
            Section 6.2 hereof.

      6.2   The   provisions   of   Section   6.1   hereof   to   the   contrary
            notwithstanding,  the Company shall have the right to terminate this
            Agreement   following  the  terms  of  the  Company's   Articles  of
            incorporation,  By-laws  or  other  governing  instruments,  with or
            without  Cause,  by  giving  Director  notice  of  termination.  For
            purposes hereof "Cause" shall mean the good faith  determination  by
            the Company's  Board of Directors that Director (a) has breached the
            specific  performance  duties assigned to Director in this Agreement
            which  Director has not  diligently  commenced to cure and completed
            the cure of within ten days following specific written notice of the
            breach; (b) has disclosed Confidential Information of or relating to
            the Company or (c) has breached his  fiduciary  duties of loyalty to
            the Company.

      7.    MISCELLANEOUS

      7.1   Any notice  under this  Agreement  shall be in writing  and shall be
            deemed to have been duly given for all  purposes  (a) seven (7) days
            mailing be prepaid registered mail; or (b) upon manual delivery,  to
            the  respective  addresses or faxes set forth above or to such other
            address of which notice as aforesaid has actually been received.

      7.2   Other  than the term and  conditions  set forth in the  Articles  of
            Incorporation,   By-laws  or  other  governing  instruments  of  the
            Company,  this Agreement is the entire Agreement between the parties
            with respect to the subject matter hereof,  and supersedes all prior
            understandings,  agreements and discussions between them, written or
            oral, with respect to such subject matter.

      7.3   This Agreement  shall not be modified or amended except by a written
            instrument signed by the parties hereto. No Waiver or failure to act
            with respect to any breach or default  hereunder,  subsequent breach
            or default, whether of similar or different nature.

      7.4   This  Agreement may not be assigned  without the written  consent of
            the other party.

      7.5   This  Agreement  shall be governed by, and  construed in  accordance
            with, the laws of the State of Israel

                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
            Agreement as of the date first written above.


                  By:____________________

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