Exhibit 4.16(a)


                            AMENDMENT NO. 2
                        TO EMPLOYMENT AGREEMENT

AGREEMENT, dated as of January 31, 2005, by and between Radica Enterprises,
Ltd., a Nevada corporation ("Radica USA"), Radica Games Limited, a Bermuda
company ("Radica"), and Patrick Feely ("Employee").

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

WHEREAS, Radica, 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 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 or
         Radica USA (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);


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              (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;

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


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


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                  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.

         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 Radica USA or
                  involving the failure or refusal of Radica or Radica
                  USA to perform fully in accordance with the terms
                  hereof, Radica or 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 or 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


                                        RADICA GAMES LIMITED


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

                                          /s/ Patrick Feely
                                        ----------------------------------------
                                        PATRICK FEELY





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