Exhibit 10.6(b)

                       AMENDMENT NO. 2 TO SERVICE CONTRACT

                  (BETWEEN RADICA GAMES LTD & ROBERT E. DAVIDS)


         THIS AMENDMENT NO. 2 TO THE SERVICE CONTRACT ("Amendment No. 2") is
made as of December 12, 1997, between Radica Games Limited, a company
incorporated under the laws of Bermuda ("Radica Games") and Robert E. Davids
(referred to hereinafter as "Appointee").


                               W I T N E S S E T H

         WHEREAS, Radica Games and Appointee entered into an Service Contract as
President and Director dated April 8, 1994 ("Service Contract");

         WHEREAS, by written resolution of the Board of Radica Games in May
1996, the Service Contract was extended on the same terms for a further period
of two years expiring on May 1, 1998;

         WHEREAS, the signatories hereto desire to amend certain provisions of
the Service Contract;

         NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements contained herein, the parties hereto agree that the Service
Contract is hereby amended as follows:

                  (1)      It is agreed that the renewal date of the Service
                           Contract has been amended to December 13 effective
                           from this Amendment No. 2.

                  (2)      With respect to Section 1.01 of the Service Contract,
                           it is agreed that Appointee will act as Chief
                           Executive Officer, Vice Chairman and Director of
                           Radica Games.

                  (3)      With respect to Section 1.02 of the Service Contract
                           and item (1) of this Amendment No. 2, it is agreed
                           that the Service Contract has been renewed for an
                           additional two-year period with effect from December
                           13, 1997 and shall be renewed for an additional year
                           as of each December 13 anniversary date unless a
                           party to the Service Contract gives notice at least 6
                           months prior to such anniversary that the Service
                           Contract shall not be renewed.



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                  (4)      With respect to Section 5.01(a) of the Service
                           Contract which provides for remuneration, the parties
                           have agreed that Appointee's minimum salary shall be
                           at the rate of US$14,000 per month, reflecting the
                           lower level of services and lesser time commitment
                           involved.


         THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH BERMUDA LAW.

         This Amendment No. 2 may be executed in any number of counterparts and
by the different parties on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.

         Except as expressly provided in this Amendment No. 2, all of the terms,
covenants, conditions, restrictions and other provisions contained in the
Service Contract, as previously amended, shall remain in full force and effect.

         IN WITNESS WHEREOF, this Amendment No. 2 to the Service Contract has
been duly executed and delivered by the individual party hereto and the duly
authorized officers of the corporate parties hereto as of the date first
hereinabove written.


                                            RADICA GAMES LIMITED



                                            By: /s/ David C.W. Howell
                                                ---------------------------
                                            Name: David C.W. Howell



                                            /s/ Robert E. Davids
                                            -------------------------------
                                            Robert E. Davids