Exhibit 4.6(a)


                                 AMENDMENT NO. 2
                             TO EMPLOYMENT AGREEMENT


AGREEMENT, dated as of February 1, 2005, by and between Radica Enterprises,
Ltd., a Nevada corporation ("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;

WHEREAS, Radica USA 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 her 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 USA (except in
     respect of any delegation by Employee of her 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 Hong Kong;


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              (vi) death of Employee;

              (vii) declaration by a court that Employee is insane or
     incompetent to manage her business affairs; or

              (viii) the filing of any petition or other proceeding seeking to
     find Employee bankrupt or insolvent.

         2. Section 1(f) 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 USA for Cause, or by Employee without consent of Radica USA,
          all benefits and compensation shall cease as of the date of such
          Termination. 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 as at the date of Termination and (iii)
          Employee's stock options, restricted stock, and restricted stock units
          will be treated as set forth in Section 6 hereof.

         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 USA for Cause or by Employee
          without consent of Radica USA, or (ii) twelve (12) months after the
          date of Termination in the event of Termination by Radica USA without
          Cause or by Employee for Good Reason

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          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 her 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 or Radica USA 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 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.

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         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 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 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.

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

                                        RADICA ENTERPRISES, LTD.


                                        By  /s/ Jon N. Bengtson
                                           -------------------------------------
                                           Name:  Jon N. Bengtson
                                           Title: Chairman--Radica Games Limited


                                        /s/ JEANNE OLSON
                                        ----------------------------------------
                                        JEANNE OLSON





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