Exhibit 10.8(c)


                     AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT


         THIS AMENDMENT NO. 3 TO THE EMPLOYMENT AGREEMENT ("Amendment No. 3") is
made as of December 12, 1997, by and among Radica Enterprises Ltd., dba Radica
USA Ltd., a Nevada corporation ("Radica USA"), Radica Limited, a company
incorporated under the laws of Hong Kong ("Radica Limited"), Radica Games
Limited, a company incorporated under the laws of Bermuda ("Radica Games"), and
Jon N. Bengtson (referred to hereinafter as "Employee").


                               W I T N E S S E T H

         WHEREAS, Radica USA, Radica Limited and Employee entered into an
Employment Agreement dated November 28, 1993 (as amended, the "Employment
Agreement");

         WHEREAS, the Employment Agreement was amended as of May 9, 1994 to
provide, inter alia, for the inclusion of Radica Games as a party thereto;

         WHEREAS, the signatories hereto desire to amend certain provisions of
the Employment Agreement;

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

                  (1)      With respect to Section 3(a) of the Employment
                           Agreement, it is agreed that the Employment Agreement
                           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 Employment
                           Agreement gives notice at least 90 days prior to such
                           anniversary that the Employment Agreement shall not
                           be renewed.

                  (2)      With respect to Section 5 of the Employment Agreement
                           which provides for compensation, the parties have
                           agreed that Employee's minimum salary shall be at the
                           rate of $3,600 per month, reflecting the lower level
                           of services and lesser time commitment involved.

         THIS AMENDMENT NO. 3 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEVADA.


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         This Amendment No. 3 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. 3, all of the terms,
covenants, conditions, restrictions and other provisions contained in the
Employment Agreement, as previously amended, shall remain in full force and
effect.

         IN WITNESS WHEREOF, this Amendment No. 3 to the Employment Agreement
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/ Robert E. Davids
                                          --------------------------
                                      Name: Robert E. Davids


                                      RADICA LIMITED



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


                                      RADICA USA



                                      By: /s/ Patrick Feely
                                          --------------------------
                                      Name: Patrick Feely


                                      /s/ Jon N. Bengtson
                                      ------------------------------
                                      Jon N. Bengtson