Exhibit 4.6

                                 AMENDMENT NO. 1
                             TO EMPLOYMENT AGREEMENT
                             -----------------------

         AGREEMENT, dated as of March 31, 2003 by and between Radica
Enterprises, Ltd., a Nevada corporation (dba Radica USA Ltd.) ("Radica USA"),
and Jeanne Olson ("Employee").

         WHEREAS, Radica USA and Employee entered into an Employment Agreement,
dated as of December 15, 2001 (the "Employment Agreement") with respect to the
employment by Radica USA of Employee; and

         WHEREAS, the parties desire to amend the Employment Agreement with
respect to the Employee's continued employment after March 31, 2003

         NOW THEREFORE, it is hereby agreed as follows:

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

            "b)  "Change in Control" means the occurrence of any one of the
                 following events:

            (i)  individuals who, on January 1, 2003, constitute the Board (the
            "Incumbent Directors") cease for any reason to constitute at least a
            majority of the Board, provided that any person becoming a director
            subsequent to January 1, 2003, whose election or nomination for
            election was approved by a vote of at least two-thirds of the
            Incumbent Directors then on the Board (either by a specific vote or
            by approval of the proxy statement of Radica in which such person is
            named as a nominee for director, without written objection to such
            nomination) shall be an Incumbent Director; provided, however, that
            no individual initially elected or nominated as a director of Radica
            as a result of an actual or threatened election contest with respect
            to directors or as a result of any other actual or threatened
            solicitation of proxies or consents by or on behalf of any person
            other than the Board shall be deemed to be an Incumbent Director;

            (ii) any "person" (as such term is defined in Section 3(a)(9) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act") and
            as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act)
            becomes a "beneficial owner" (as defined in Rule 13d3 under the
            Exchange Act), directly or indirectly, of securities of Radica
            representing 50% or more of the combined voting power of Radica's
            then outstanding securities eligible to vote for the election of the
            Board (the "Radica Voting Securities") or any person who
            beneficially owns 50% of the Radica Voting Securities increases
            their beneficial ownership by more than 5%; provided, however, that
            the event described in this paragraph (ii) shall not be deemed to be
            a Change in Control by virtue of any of the following acquisitions:
            (A) by Radica or any member of the Radica Group, (B) by any employee
            benefit


<PAGE>

            plan (or related trust) sponsored or maintained by Radica or any
            member of the Radica Group, (C) by any underwriter temporarily
            holding securities pursuant to an offering of such securities, (D)
            pursuant to a Non-Qualifying Transaction (as defined in paragraph
            (iii)), or (E) pursuant to any acquisition by Employee or any group
            of persons including Employee (or any entity controlled by Employee
            or any group of persons including Employee);

            (iii) the consummation of a merger, consolidation, statutory share
            exchange or similar form of corporate transaction involving Radica
            or any member of the Radica Group that requires the approval of
            Radica's stockholders, whether for such transaction or the issuance
            of securities in the transaction (a "Business Combination"), unless
            immediately following such Business Combination: (A) more than 50%
            of the total voting power of (x) the corporation resulting from such
            Business Combination (the "Surviving Corporation"), or (y) if
            applicable, the ultimate parent corporation that directly or
            indirectly has beneficial ownership of at least 95% of the voting
            securities eligible to elect directors of the Surviving Corporation
            (the "Parent Corporation"), is represented by Radica Voting
            Securities that were outstanding immediately prior to such Business
            Combination (or, if applicable, is represented by shares into which
            such Radica Voting Securities were converted pursuant to such
            Business Combination), and such voting power among the holders
            thereof is in substantially the same proportion as the voting power
            of such Radica Voting Securities among the holders thereof
            immediately prior to the Business Combination, (B) no person (other
            than any employee benefit plan (or related trust) sponsored or
            maintained by the Surviving Corporation or the Parent Corporation or
            an existing Radica shareholder, with greater than 50% beneficial
            ownership of the Radica Voting Securities prior to the Business
            Combination, whose percentage beneficial ownership compared to the
            other Radica shareholders in existence immediately prior to the
            Business Combination does not change on consummation of the Business
            Transaction), is or becomes the beneficial owner, directly or
            indirectly, of 50% or more of the total voting power of the
            outstanding voting securities eligible to elect directors of the
            Parent Corporation (or, if there is no Parent Corporation, the
            Surviving Corporation) and (C) at least a majority of the members of
            the board of directors of the Parent Corporation (or, if there is no
            Parent Corporation, the Surviving Corporation) following the
            consummation of the Business Combination were Incumbent Directors at
            the time of the Board's approval of the execution of the initial
            agreement providing for such Business Combination (any Business
            Combination which satisfies all of the criteria specified in (A),
            (B) and (C) above shall be deemed to be a "Non-Qualifying
            Transaction"); or

                                        2
<PAGE>

            (iv) the stockholders of Radica approve a plan of complete
            liquidation or dissolution of Radica or the consummation of a sale
            of all or substantially all of Radica's assets.

         Notwithstanding the foregoing, a Change in Control of Radica shall not
         be deemed to occur solely because any person acquires beneficial
         ownership of more than 50% of the Radica Voting Securities as a result
         of the acquisition of Radica Voting Securities by Radica which reduces
         the number of Radica Voting Securities outstanding; provided, that if
         after such acquisition by Radica such person becomes the beneficial
         owner of additional Radica Voting Securities that increases the
         percentage of outstanding Radica Voting Securities beneficially owned
         by such person, a Change in Control of Radica shall then occur."

         2. Section 1(e) of the Employment Agreement is amended so that a new
sentence is added at the end of the paragraph as follows:

         "Notwithstanding the foregoing, if Employee does not deliver to Radica
         USA a notice of termination within 90 days after the occurrence of the
         event constituting Good Reason has occurred, the event will no longer
         constitute Good Reason. An isolated, insubstantial and inadvertent
         action taken in good faith and which is remedied by Radica USA within
         10 days after receipt of notice thereof given by Employee shall not
         constitute Good Reason."

         3. Section 1(e) of the Employment Agreement is further amended to
insert the words "within twelve months" in the first sentence after the word
"occurrence".

         4. The second sentence of Section 3(c) of the Employment Agreement is
hereby replaced in its entirety with the following:

         "On termination of this Agreement by Radica USA 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 USA
         will continue to pay Employee her 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 at the
         date of Termination and (iii) Employee's stock options will be treated
         as set forth in Section 6 hereof."

         5. The first paragraph of Section 5 of the Employment Agreement is
amended to increase Employee's minimum salary to US$250,000 per annum beginning
on April 1, 2003, and by adding the following sentence to the end of the
paragraph:

         "After a Change in Control, Employee's salary shall not be reduced
         below the level immediately prior to the Change in Control."

                                       3
<PAGE>

         6. Section 6(a)(iii) is hereby amended by adding the words "Subject to
the other provisions of this Section 6," at the beginning of the paragraph.

         7. Section 6(c) is hereby amended by deleting the words "Any other
provision hereof to the contrary notwithstanding,".

         8. Section 6(c)(ii) is hereby amended by adding the words "(unless
Section 6(f) of this Agreement applies, in which case this Section 6(c) shall
not apply to Employee's Stock Options)" immediately after the words "or by
Employee for Good Reason in the event of a Termination/Change in Control".

         9. A new Section 6(f) is hereby added to the Employment Agreement to
read in its entirety as follows:

         "Upon the occurrence of a Change in Control under the 1994 Plan, all of
         Employee's then outstanding stock options in Radica shall vest and
         become immediately exercisable. If Employee is terminated by Radica USA
         without Cause after a definitive agreement for a transaction described
         in Sections 9(a)(i) or (ii) of the 1994 Plan has been approved by the
         shareholders of Radica, but before such transaction is consummated,
         Employee's stock options shall vest on the date of such termination
         without Cause."

         10. Section 11 of the Employment Agreement is hereby amended by adding
the words immediately after "This Agreement":

         ", the Change in Control Bonus Agreement between Employee, Radica and
         Radica USA and the Agreement dated as of March 31, 2003 between
         Employee, Radica and Radica USA."

         11. A new Section 16 is hereby added to the Employment Agreement to
read in its entirety as follows:

             "16. Reimbursement of Expenses. After a Change In Control, if any
             dispute shall arise under this Agreement involving termination of
             Employee's employment with Radica USA or involving the failure or
             refusal of Radica USA to perform fully in accordance with the
             terms hereof, Radica USA 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 or not
             Employee's claim is upheld by a court of competent jurisdiction;
             provided, however, Employee shall be required to repay any such
             amounts to Radica USA 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."

                                       4

<PAGE>


         In WITNESS WHEREOF, the parties have executed this Amendment and
Restatement as of the day and year first above written.

                                RADICA ENTERPRISES LTD.

                                By: /s/ Patrick S. Feely
                                   ---------------------------------------------




                                JEANNE OLSON

                                /s/ Jeanne Olson
                                ------------------------------------------------





                                       5