EXHIBIT 10.2


                               CONSULTING CONTRACT

      THIS  CONTRACT  made  as of  the  __  day of  March  2004  by and  between
Zone4Play,  Inc.  ("Zone4Play"),  a Nevada  Corporation,  having  offices  at 3B
Hashlosha Street, Tel Aviv, Israel and The Equity Group Inc.  ("Equity"),  a New
York Corporation, having offices at 800 Third Avenue, New York, New York.

      WHEREAS,  Zone4Play  desires  to  secure  the  services  of  Equity  as  a
consultant and Equity desires to provide such services to Zone4Play;

      NOW, THEREFORE,  in consideration of the mutual promises contained herein,
the parties hereto agree as follows:

      1.  Equity   hereby   agrees  that  it  will   render   financial   public
relations/investor  relations  services to Zone4Play.  These services were fully
outlined  in a Proposal  to  Zone4Play  dated  March 4, 2004,  which is attached
hereto and incorporated herein.

      2. The Term of this  Contract  shall  commence  on April 1, 2004 and shall
continue  indefinitely,  unless  terminated by Zone4Play or Equity in accordance
with Paragraph 9 hereof.

      3. (a) In  consideration  of the services to be rendered and  performed by
Equity  during  the  term of this  Contract,  Zone4Play  will pay  Equity  three
thousand  dollars  ($3,000) upon the signing of the Contract for the first month
of services and three  thousand  dollars  ($3,000) per month at the beginning of
each subsequent month of the consulting period.

            (b) In addition,  as an  inducement  for Equity  entering  into this
Contract,  Zone4Play  will issue to Equity  forty-four  thousand  three  hundred
forty-eight  (44,348)  shares of  common  stock.  These  shares,  which  will be
unregistered,  will be fully vested and not forfeitable  upon the signing of the
Contract.  On each six-month  anniversary date of this Contract,  Zone4Play will
issue to Equity a number of shares of common stock valued at thirty thousand six
hundred dollars  ($30,600),  based on valuing the shares at eighty percent (80%)
of the market price on the respective anniversary date. These shares, which will
be  unregistered,  will be fully vested and not forfeitable  upon issuance.  The
certificates  representing  the shares to be transferred  hereunder shall bear a
legend  to the  effect  that  the  shares  have not been  registered  under  the
Securities Act of 1933 and may not be sold,  transferred  or otherwise  disposed
unless in the  opinion  of  counsel  satisfactory  to the  issuer  the  transfer
qualifies  for an exemption  from or exemption  to the  registration  provisions
thereof.

            (c) This  arrangement  will  periodically  be reviewed by Equity and
Zone4Play.

            (d) Equity shall also be reimbursed for all reasonable and necessary
out-of-pocket   expenses  incurred  in  the  performance  of  its  duties,  upon
presentation  of  monthly  statements,  provided  however,  that any  individual
expense in excess of $500 shall be reimbursed only if Zone4Play  provides Equity
written  consent prior to the incurring of such expense.  An email will serve as
sufficient written consent.


<PAGE>

ZONE4PLAY, INC.                                                           PAGE 2
CONSULTING CONTRACT

            (e) In the  event  Equity  arranges  for a  financing,  acquisition,
merger,  corporate sale,  business  combination or similar such  transaction for
Zone4Play  or in the  event  Equity  introduces  Zone4Play  to any of the  above
transactions  through an  intermediary,  including but not limited to investment
banking firms, brokers, etc., (with such arrangements and introductions possibly
occurring  in the course of Equity's  financial  public  relations  activities),
Zone4Play  shall  pay a  separate  and  additional  fee to Equity at the time of
closing of such transaction(s), in accordance with applicable industry standards
and mutually agreed upon by Equity and Zone4Play prior to such closing(s).

      4.  Equity  will  use its best  efforts  to  perform  these  services  for
Zone4Play consistent with and specifically  recognizing Equity's commitments and
obligations to other businesses for which it performs services.

      5. Equity  agrees that neither it nor its  employees or agents will during
the term of this  Contract,  or at any time  thereafter,  disclose or divulge or
use, directly or indirectly,  for its own benefit, any confidential information,
data,  trade  secrets,  etc.  relating to the business of  Zone4Play  learned in
connection  with its work for Zone4Play.  The provisions of this paragraph shall
survive  the  termination  of this  Contract,  and  shall  continue  until  such
information,  data, trade secrets,  etc.,  becomes public  knowledge  through no
fault of Equity or any of its employees or agents.

      6. As a consultant for  Zone4Play,  Equity must at all times rely upon the
accuracy and  completeness  of the  information  supplied to Equity by officers,
directors,  agents and employees of Zone4Play.  Zone4Play  hereby agrees that in
the event that Equity or any of its officers,  directors, agents or employees is
a party or is  threatened  to be made a party to or is  involved  in any action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(hereinafter  a  "proceeding"),  or to  the  extent  that  Equity  or  any  such
indemnified  person is a witness in any  proceeding,  by reason of the fact that
Equity is or was serving as a consultant to Zone4Play, whether the basis of such
proceeding is alleged  action or inaction in such capacity as a consultant or in
any other  capacity  while  serving as a  consultant,  Equity or any such person
shall be  indemnified  and held  harmless by  Zone4Play,  to the fullest  extent
permitted by applicable law, against all costs, charges,  expenses,  liabilities
and losses  (including  attorneys'  fees,  judgments,  fines,  or penalties  and
amounts  paid or to be paid in  settlement)  reasonably  incurred or suffered by
Equity or any such  person in  connection  therewith,  and such  indemnification
shall  continue as to Equity or any such person  after Equity has ceased to be a
consultant to Zone4Play and shall inure to the benefit of the successors, heirs,
executors and administrators or such persons; provided,  however, that Zone4Play
shall not be  required to  indemnify  Equity or any such person if Equity or any
such person, as the case may be, was guilty of negligence or misconduct.  Equity
or any such  indemnified  party shall have the right to be paid by Zone4Play the
expenses  incurred  in  defending  any such  proceeding  in advance of its final
disposition.  This right to indemnification and the right to payment of expenses
incurred in defending a proceeding in advance of its final disposition shall not
be exclusive of any other right which Equity may have.

      7. Equity agrees to indemnify,  hold  harmless and defend  Zone4Play,  its
directors,  officers,  employees and agents from and against any and all claims,
actions,  proceedings,  losses,  liabilities,  costs  and  expenses  (including,
without  limitation,  reasonable  attorneys'  fees)  incurred  by any of them in
connection  with or as the result of any  negligence  or misconduct by Equity or
any of its  directors,  officers,  employees or agents,  in connection  with the
performance of Equity's services pursuant to this Contract.

<PAGE>

ZONE4PLAY, INC.                                                           PAGE 3
CONSULTING CONTRACT

      8. In the event an action or proceeding is commenced  with respect to this
Contract,  the  prevailing  party shall be entitled to receive  payment from the
other party of its reasonable legal fees and expenses.

      9. This Contract shall  continue to be in effect for  successive  one-year
periods,  except that it may be  terminated  by Zone4Play or Equity on the first
six-month anniversary date or any yearly anniversary date of the commencement of
services,  upon 30 days  prior  written  notice  to such  effect.  Assuming  the
Contract is continued, the monthly fee described in Paragraph 3(a) will increase
by an amount to be mutually  agreed upon  between the  parties,  but in no event
more  than  five  percent  (5%)  upon  each  one-year  anniversary  date  of the
commencement of services. Either Zone4Play or Equity may terminate this Contract
at any time upon written  notice to the other party solely in the event that the
other  party:  (i) is  adjudicated  to have engaged in  fraudulent,  criminal or
grossly  negligent  conduct or violates any  regulation in  connection  with the
business  relationship  of the  parties  or the  performance  of its  respective
obligations hereunder; (ii) breaches any material term or provision and fails to
cure such breach  within  thirty  (30) days of the date of the  receipt  written
notice of such breach from the non-breaching party; (iii) ceases to do business,
or otherwise  terminates its business  operations;  or (iv) becomes insolvent or
seeks  protection  under any  bankruptcy,  receivership,  trust deed,  creditors
arrangement,  composition or comparable proceeding, or if any such proceeding is
instituted  against the other party and such proceeding is not dismissed  within
90 days. In the event Zone4Play or Equity elects to terminate this Contract: (a)
Zone4Play  shall be obligated  to pay to Equity fees and expense  reimbursements
with  respect to the period  through  the date of such  termination  and (b) the
provisions  of  Paragraphs  5, 6, 7 and 8 shall  survive  such  termination  and
continue in full force and effect.

      10. This Contract will not be assigned  (including by operation of law) by
either party hereto and shall be interpreted  under the laws of the State of New
York.

      11. The  relationship  of Equity and  Zone4Play is that of an  independent
contractor  and nothing in this  Agreement  should be  construed  as to create a
partnership,  joint  venture,  agency or  employment  relationship  between  the
parties.


IN WITNESS  WHEREOF,  the parties hereto have executed this Contract on the date
above written.

THE EQUITY GROUP, INC.                                        ZONE4PLAY, INC.
By:                                                           By:

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