Exhibit 4.20(a)


                                 AMENDMENT NO. 2
                             TO EMPLOYMENT AGREEMENT

AGREEMENT, dated as of February 18, 2005, by and between Radica Games Limited, a
Bermuda company ("Radica"), and David C.W. Howell ("Employee").

WHEREAS, Radica and Employee entered into an amended and restated employment
agreement, dated as of September 29, 2000 (the "Employment Agreement"), with
respect to the employment by Radica and of Employee;

WHEREAS, Radica and Employee entered into Amendment No. 1, dated as of March 31,
2003 ("Amendment No. 1"), to the above-mentioned Employment Agreement; and

WHEREAS, the parties desire to further amend the Employment Agreement
(hereinafter, references to the Employment Agreement shall include the changes
made to such Agreement by Amendment No. 1) with respect to Employee's continued
employment after the date of this Amendment No. 2.

NOW, THEREFORE, it is hereby agreed as follows:

         1. Section 1(a) of the Employment Agreement is hereby amended in its
entirety to read as follows:

         (a) "Cause" means:

               (i) material breach by Employee of a fiduciary obligation to any
          member of Radica Group;

               (ii) intentional 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 material
          adverse consequences to any member of Radica Group;

               (iii) material 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 after notification
          of same, 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 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 Bermuda or Hong Kong;

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               (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.

         2. Section 1(d) of the Employment Agreement is hereby amended in its
entirety to read as follows:

               (f) "1994 Plan" means the 1994 stock option plan
               adopted by Radica, as amended from time to time, and
               "Omnibus Plan" means the 2004 omnibus equity incentive
               plan adopted by Radica, as amended from time to time.
               Any reference in this Employment Agreement to either
               the 1994 Plan or the Omnibus Plan shall include both of
               such plans and shall give effect to the plan or plans
               that are applicable to the stock options or other
               incentives granted by Radica to Employee.

         3. Section 3(c) of the Employment Agreement is hereby amended in its
entirety to read as follows:

               On termination of this Agreement pursuant to Paragraph
               (a) above, or by Radica for Cause, or by Employee
               without consent of Radica, all benefits and
               compensation shall cease as of the date of such
               Termination. On termination of this Agreement by Radica
               without Cause or by Employee for Good Reason in the
               event of a Termination/Change in Control or in the
               event of Total Disability of Employee, (i) Radica will
               continue to pay Employee his annual salary for twelve
               months from the date of Termination, (ii) Radica Group
               will continue to provide medical and dental benefits to
               Employee for twelve months from the date of Termination
               on the same basis and at the same Employee cost as at
               the date of Termination, (iii) Employee's stock
               options, restricted stock, and restricted stock units
               will be treated as set forth in Section 6 hereof, and
               (iv) Radica will continue to provide Employee's Hong
               Kong housing, car and pensions benefit as described in
               Employee's Employment Agreement for a period of twelve
               months from the date of Termination or until Employee
               changes his primary residence from Hong Kong, whichever
               comes first.


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<PAGE>

         4. The lead-in paragraph to Section 6(c) of the Employment Agreement is
hereby amended in its entirety to read as follows (but the subparagraphs in
capital letters that immediately follow that lead-in paragraph shall not be
amended hereby):

               As of the date of Termination in the event of
               Termination pursuant to Section 3(a) or Termination by
               Radica for Cause or by Employee without consent of
               Radica, or (ii) twelve (12) months after the date of
               Termination in the event of Termination by Radica
               without Cause or by Employee for Good Reason in the
               event of a Termination/Change in Control (unless
               Section 6(f) of this Agreement applies, in which case
               this Section 6(c) shall not apply to Employee's Stock
               Options, restricted stock and restricted stock units)
               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:

         5. Sections 6(d), (e) and (f) of the Employment Agreement are
hereby amended in their entirety to read as follows:

               (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 his right to purchase
               stock subject to the Stock Options, but subject to the
               foregoing provisions respecting vesting and
               forfeitures. Restricted Stock, and restricted stock
               units, if not forfeited, shall be deliverable to
               Employee upon its applicable vesting date, free of the
               previously existing restrictions, but subject to
               applicable state and federal securities laws.

               (e) Employee shall have no right to sell, alienate,
               mortgage, pledge, gift or otherwise transfer the Stock
               Options, the Restricted Stock or any restricted stock
               units or any rights thereto, except by will or by the
               laws of descent and distribution, and except pursuant
               to applicable state and federal securities laws and
               except as specifically contemplated herein.

               (f) Upon the occurrence of a Change in Control under
               the Omnibus Plan, all of Employee's then outstanding
               stock options, restricted stock, and restricted stock
               units in Radica shall vest and become immediately
               exercisable. If Employee is terminated by Radica
               without Cause after a definitive agreement for a
               transaction that would constitute a Change in Control
               as described in the Omnibus Plan has been approved by
               the shareholders of Radica, but before such transaction
               is consummated, Employee's stock


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<PAGE>

               options, restricted stock, and restricted stock units
               in Radica shall vest on the date of such termination
               without Cause. Income realized by Employee as a result
               of the acceleration of vesting of equity compensation
               or otherwise resulting from a Termination/Change in
               Control is specifically paid in consideration of
               post-employment restrictions of Section 7 hereunder.

         6. Section 13 of the Employment Agreement is hereby amended in its
entirety to read as follows:

               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. Each party agrees to make any
               modifications to this Agreement, including changing the
               timing of payments hereunder, as may be reasonably
               necessary to comply with Section 409A of the Internal
               Revenue Code.

         7. Section 16 of the Employment Agreement is hereby amended in its
entirety to read as follows:

               REIMBURSEMENT OF EXPENSES. After a Change in Control or
               a Termination for Cause later determined to be a
               Termination Without Cause, if any dispute shall arise
               under this Agreement involving termination of
               Employee's employment with Radica or involving the
               failure or refusal of Radica to perform fully in
               accordance with the terms hereof, Radica shall
               reimburse Employee, on a current basis, for all
               reasonable legal fees and expenses, if any, incurred by
               Employee in connection with such contest or dispute
               (regardless of the result thereof), regardless of
               whether Employee's claim is upheld by a court of
               competent jurisdiction; provided, however, Employee
               shall be required to repay any such amounts to Radica
               to the extent that a court issues a final and
               non-appealable order setting forth the determination
               that the position taken by Employee was frivolous or
               advanced by Employee in bad faith.


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<PAGE>

IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the
date and year first above written.



                                        RADICA GAMES LIMITED


                                        By   /s/ Patrick S. Feely
                                           -------------------------------------
                                           Name:  Patrick S. Feely
                                           Title: Chief Executive Officer


                                             /s/ David C.W. Howell
                                           -------------------------------------
                                           DAVID C.W. HOWELL





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