Exhibit 4.20

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

     AGREEMENT, dated as of March 31, 2003 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 of Employee; and

     WHEREAS, the parties desire to amend the Employment Agreement with respect
to the Employee's continued employment after April 1, 2003

     NOW THEREFORE, it is hereby agreed as follows:

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

         "aa)  "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 plan (or related trust) sponsored or
         maintained by Radica or any member

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         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, merger 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

         (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.

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         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(cc) 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
         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 within 10
         days after receipt of notice thereof given by Employee shall not
         constitute Good Reason."

     3.  Section 1(cc) 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 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 at the
         date of Termination, (iii) Radica Group will continue to provide
         Employee with accommodation in Hong Kong of the same standard and size
         as provided to Employee immediately before the Change in Control and a
         motor car of the same size and type as provided to Employee immediately
         before the Change in Control, each for a period of twelve months after
         the date of Termination and (iv) 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 hereby
amended by deleting the words "and holiday warrant allowance of US$20,000" in
the first sentence", by increasing the minimum salary rate of US$162,000 in the
first sentence to "US$250,000", and by deleting the words "and holiday warrant
allowance" in the second sentence.

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     6.  Section 5 of the Employment Agreement is further amended by adding the
following sentence to the end of the first paragraph thereof:

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

     7.  Section 5 of the Employment Agreement is further amended by deleting
the second and third paragraphs of that section in their entirety.

     8.  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.

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

     10. 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".

     11. 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
         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."

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

         "Except for the Change in Control Bonus Agreement between Employee and
Radica."

     13. 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 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 or not Employee's
               claim is upheld by a court of competent jurisdiction; provided,
               however,

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               Employee shall be required to repay any such amounts to
               the Company 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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         In WITNESS WHEREOF, the parties have executed this Amendment and
Restatement as of the day and year first above written.

                               RADICA GAMES LIMITED.

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




                               DAVID C. W. HOWELL

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





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