Exhibit 4.22


              DATE                                     7 APRIL 2003
              -----------------------------------------------------



                                RADICA UK LIMITED

                                  DENIS HORTON

                              RADICA GAMES LIMITED









                              EMPLOYMENT AGREEMENT













                                   Macfarlanes
                                10 Norwich Street
                                 London EC4A 1BD

                              CGS/558093/2135167.8
                                  23 March 2004
                                     Draft 1



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                                    CONTENTS

CLAUSE                                                                      PAGE

2     Definitions                                                              1
3     Employment                                                               6
4     Term of Employment                                                       7
5     Expense Reimbursement                                                    8
6     Compensation                                                             9
7     Stock Options                                                            9
8     Confidentiality and Restrictions                                        12
9     Notice to New Employers                                                 15
10    Termination                                                             16
11    Benefit and Binding Effect                                              17
12    Guarantee                                                               18
13    Counterparts                                                            18
14    Governing law                                                           18
15    Entire Agreement                                                        19
16    Validity of Provisions                                                  19
17    Modifications or Discharge                                              19
18    Notices                                                                 19
19    Number and Gender                                                       20



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                              EMPLOYMENT AGREEMENT

DATE                                                               7 April 2003

PARTIES

1        RADICA  UK  LIMITED,  registered  in  England  and Wales  under  number
         2535134,  whose  registered  office is at The Old Stables,  Munns Farm,
         Cole Green, Hertfordshire SG14 2NL ("Radica UK")

2        DENIS HORTON who resides at 31 Bedford Road,  Moor Park,  Northwood HA6
         2AY ("the Executive")

3        RADICA GAMES  LIMITED,  a Bermudan  company  registered  under  company
         number 023696 having a registered  address at Clarendon  House,  Church
         Street, Hamilton, HM11, Bermuda.

RECITALS

A        Radica UK is engaged in the sale of electronic and mechanical gifts and
         games designed and manufactured by the Radica Group.

B        The  Executive  has  substantial  executive  management  experience  in
         similar businesses.

C        Radica UK desires  to secure the  services  of the  Executive,  and the
         Executive is willing to provide such services,  each upon the terms and
         subject to the conditions set forth in this Agreement.

AGREEMENT

1        DEFINITIONS

         For the  purposes  of this  Agreement,  the  parties  hereby  adopt the
         following definitions:

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         BOARD: the Board of Directors of Radica;

         CAUSE:

         (i)    breach by the Executive of a fiduciary  obligation to any member
                of Radica Group;

         (ii)   commission  by the  Executive  of any act or omission to perform
                any act (excluding an omission  attributable  to the Executive's
                Total Disability) which results in serious adverse  consequences
                to any member of Radica Group;

         (iii)  breach of any of the  Executive's  agreements  set forth in this
                Agreement  including,  but not limited to, continual  failure to
                perform  substantially  his duties with Radica Group,  excessive
                absenteeism or dishonesty;

         (iv)   any  attempt  by  the  Executive  to  assign  or  delegate  this
                Agreement  or  any  of  the  rights,  duties,  responsibilities,
                privileges or  obligations  hereunder  without the prior written
                consent of Radica  (except in respect of any  delegation  by the
                Executive of his employment duties hereunder to other executives
                of Radica Group in accordance with its usual business practice);

         (v)    the Executive being charged or indicted for, or making a written
                confession of, a felony or any crime  involving  moral turpitude
                under the laws of the United Kingdom or the United States or any
                of its  states  other  than an offence  under  those  countries'
                respective Road Traffic Acts for which a  non-custodial  penalty
                is imposed;

         (vi)   death of the Executive;

         (vii)  the Executive  becomes mentally ill or incompetent to manage his
                business affairs; or

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

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         CHANGE IN  CONTROL:  shall be deemed to have  occurred  if, at any time
         after the commencement of the Executive's employment hereunder:

         (i)    individuals  who, on the date of this Agreement,  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 the  date  of this
                Agreement,   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 13(d)(3)
                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 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 the
                Executive or any group of persons  including  the  Executive (or
                any entity  controlled  by the Executive or any group of persons
                including the Executive);

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         (iii)  the  consummation  of a merger,  consolidation,  statutory share
                exchange  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  company  resulting  from  such  Business  Combination  (the
                "Surviving Company"), or (y) if applicable,  the ultimate parent
                company that directly or indirectly has beneficial  ownership of
                at  least  95%  of  the  voting  securities  eligible  to  elect
                directors of the Surviving  Company (the "Parent  Company"),  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  Company or the Parent  Company 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  Company (or, if there is no Parent  Company,  the
                Surviving  Company  and (C) at least  majority of the members of
                the board of  directors  of the Parent  Company,  if there is no
                Parent Company the Surviving Company) 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

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         (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.

                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."

                COMPETITIVE  ENTERPRISE:  means  any  business  enterprise  that
                either (A) engages in, designs, develops, manufactures,  markets
                or sells  products in any of the following  lines of business as
                defined by NPD Group, Inc: (i) electronic  handheld and tabletop
                games, (ii) youth electronics,  or (iii) video game accessories,
                or  (B)  holds  a  5%  or  greater  equity,   voting  or  profit
                participation  interest in any enterprise that engages in such a
                competitive activity;

                EXECUTIVE: Denis Horton;

                GOOD REASON:  shall mean the  occurrence  within  twelve  months
                after a Change in Control of any of the following events without
                the Executive's  express written consent:  (i) the assignment to
                the  Executive  of duties  inconsistent  with his  position  and
                status as an executive of Radica UK, or a substantial alteration
                in  the  nature,   status  or   prestige   of  the   Executive's
                responsibilities with Radica UK from those in effect immediately
                prior to such  Change in  Control;  or (ii) a  reduction  in the
                Executive's  base  salary  or bonus at the  rate  most  recently
                approved by the Board prior to the  occurrence of such Change in
                Control;  or (iii)  the  person to whom the  Executive  reports,
                directly  or  indirectly,  is no longer Pat  Feely;  or (iv) any
                other  material  adverse  change  in the  terms  or  conditions,
                including  location and travel,  of the  Executive's  employment
                hereunder following the occurrence of such Change in Control;

                1994 PLAN:  the 1994 stock  option  plan  adopted by Radica,  as
                amended from time to time;

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                RADICA: Radica Games Limited;

                RADICA GROUP:  Radica and any other  corporation or other entity
                which at the  relevant  time is more than  fifty  percent  (50%)
                owned, directly or indirectly, by Radica;

                RESTRICTED TERRITORIES: the United Kingdom, the Channel Islands,
                the Isle of Man,  the  Republic  of  Ireland,  France,  Germany,
                Austria,  Belgium,  Czech  Republic,   Greece,  Holland,  Italy,
                Portugal,  Scandinavia, Spain, Switzerland and any other country
                in which  Radica  or any  company  within  the  Radica  Group is
                resident or  otherwise  carries on  business at the  Termination
                Date;

                SPECIAL CHANGE IN CONTROL:

                (a)  the  consummation  of a  merger,  consolidation,  statutory
                     share  exchange,  short  form  merger  or  similar  form of
                     corporate transaction involving Radica or any member of the
                     Radica Group  including by way of  acquisition of shares (a
                     "Business Combination"),  unless immediately following such
                     Business Combination: (A) more than 50% of the total voting
                     power  of (x) the  company  resulting  from  such  Business
                     Combination   (the   "Surviving   Company"),   or   (y)  if
                     applicable,  the ultimate  parent  company that directly or
                     indirectly has beneficial  ownership of at least 95% of the
                     voting  securities  eligible  to  elect  directors  of  the
                     Surviving Company (the "Parent Company"), 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  Company  or the Parent  Company  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

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                     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  Company (or, if there is no Parent
                     Company, the Surviving Company) and (C) at least a majority
                     of the  members  of the board of  directors  of the  Parent
                     Company (or, if there is no Parent  Company,  the Surviving
                     Company)   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

                (b)  The consummation of a sale of all or  substantially  all of
                     Radica's  assets (a  "Sale")  in one or a series of related
                     transactions.  For  purposes of this  Agreement,  a sale of
                     assets representing 50% or more of the book value, revenues
                     or net  income  of  Radica  shall be deemed to be a sale of
                     "substantially" all of the assets of Radica;

                TERMINATION:  according to the context,  the termination of this
                Agreement or the cessation of rendering  employment  services by
                the Executive;

                TOTAL DISABILITY:  the Executive  becoming disabled to an extent
                which renders him unable to perform the  essential  functions of
                his  job,  with  or  without  reasonable  accommodation,  for  a
                cumulative  period of twelve (12) weeks in any twelve (12) month
                period.

2        EMPLOYMENT

2.1      Commencing  7  April  2003,   Radica  UK  Limited  hereby  employs  the
         Executive  and  the  Executive  hereby  accepts  employment  by  Radica
         UK Limited  to serve  as  its  Managing  Director.  In  such  capacity,
         the  Executive   has  responsibility  for  sales  and  distribution  of
         Radica's products in Europe and Radica's European Operations generally.
         The Executive shall  perform services of an executive nature consistent
         with   his  office  with   and   employment  by   Radica   UK   as  may

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         from time  to time  be  assigned or  delegated  to him  by the Board of
         Directors of Radica.

2.2      The  Executive  will,  unless  prevented by  sickness,  injury or other
         incapacity or otherwise  agreed by the Board,  devote his full business
         time and  attention  to his duties under this  Agreement.  There are no
         normal hours of work applicable to the Executive but he shall work such
         hours as may be necessary for the proper performance of his duties. The
         Executive shall not be entitled to receive any additional  remuneration
         for work outside  normal office hours.  The Executive  agrees,  for the
         purposes of  Regulation  5 of The Working  Time  Regulations  1998 (the
         "Regulations"),  that Regulation 4 of the Regulations does not apply to
         him. Radica UK and the Executive  agree that the  Executive's  consent,
         for the  purposes  of this  Clause  2.2,  shall  continue  indefinitely
         provided  that the  Executive  may withdraw such consent at any time by
         giving Radica UK three months' notice of his wish to do so.

2.3      The Executive shall perform his duties under this Agreement principally
         in the United  Kingdom  and Europe from  offices  located in the United
         Kingdom.  It is  contemplated  that the Executive will also  frequently
         travel to the  offices of Radica  Group in Texas,  California  and Hong
         Kong. Air travel and other travel arrangements will comply with current
         Radica Group policies respecting class of travel, etc.

2.4      Radica  Group will  provide  the  Executive,  including  his spouse and
         children  with  medical  and  dental  benefits,  as  provided  to other
         officers of similar seniority of Radica Group.

2.5      Radica Group will pay to the Executive a car allowance of (pound)10,000
         per annum to be paid in equal monthly  instalments in arrears  (subject
         to deduction of applicable tax and national insurance),  with each such
         instalment paid at the same time as instalments of salary in accordance
         with Clause 5.1.

2.6      The Executive  shall have five (5) weeks paid vacation during each year
         of this  Agreement  taken at such times as mutually  convenient  to the
         Executive  and Radica  Group.  This  vacation is in addition to paid UK
         bank holidays that are allowed under Radica UK policy.

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3        TERM OF EMPLOYMENT

3.1      This Agreement and the Executive's  employment hereunder shall commence
         as of 7 April  2003 and  shall  continue  thereafter  unless  and until
         terminated  by Radica UK upon twelve (12) months'  notice in writing or
         by the  Executive  upon six (6) months'  notice in writing  such notice
         expiring at any time.

3.2      Notwithstanding  Clause 3.1 above,  this  Agreement  may be  terminated
         without notice by Radica UK for Cause,  by Radica UK without Cause,  by
         Radica UK in the event of Total Disability of the Executive,  or by the
         Executive  following  a Change  in  Control  if after  such  Change  in
         Control, the Executive has Good Reason for such Termination.

3.3      On termination of this  Agreement  pursuant to Clause 3.1 above,  or by
         Radica UK for Cause,  all benefits and  compensation  shall cease as of
         the date of such Termination.

3.4      On termination of this Agreement by Radica UK without Cause,  or in the
         event of Total  Disability  or by the  Executive for Good Reason in the
         event of a Change in  Control,  (i) Radica UK will  continue to pay the
         Executive  his annual  salary for twelve  months  from the date of such
         Termination,  (ii) Radica UK or Radica  Group will  continue to provide
         medical and dental benefits to the Executive for twelve months from the
         date of Termination on the same basis and at the same Executive cost at
         the date of  Termination,  (iii)  Radica  UK will  continue  to pay the
         Executive  his car  allowance  for  twelve  months  after  the  date of
         Termination,  and (iv) the Executive's stock options will be treated as
         set forth in Clause 6 hereof.

4        EXPENSE REIMBURSEMENT

4.1      The  Executive  will be  entitled  to  reimbursement  by  Radica UK for
         reasonable and proper business expenses paid by him on behalf of Radica
         UK in the course of his employment  hereunder on presentation to Radica
         UK of  appropriate  vouchers  (accompanied  by  receipts or paid bills)
         setting forth information sufficient to establish:

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4.1.1    the amount, date, and place of each such expense;

4.1.2    the  business  reason  for each  such  expense  and the  nature  of the
         business benefit derived or expected to be derived as a result thereof;
         and

4.1.3    the names, occupations,  addresses, and other information sufficient to
         establish the business  relationship  to Radica Group of any person who
         was entertained by the Executive.

5        COMPENSATION

5.1      Radica UK  agrees to pay the  Executive,  and the  Executive  agrees to
         accept from Radica UK, for the services to be rendered by him hereunder
         a salary at the rate of(pound)125,000 per year payable in equal monthly
         instalments  in arrears.  The  Executive  shall  receive  annual salary
         reviews by the Board on or around April in each year  commencing  2004,
         provided that his salary may be reduced but not below(pound)125,000 per
         year.  After a Change in Control,  the Executive's  salary shall not be
         reduced below the level immediately prior to the Change in Control.

5.2      The Executive  shall be considered for annual  bonuses  pursuant to the
         Radica  Games Bonus  Policy for  officers of Radica  Group.  The Radica
         Games Bonus Policy  describes  potential  amounts of bonus which may be
         earned in respect of each fiscal year, but with no mandatory amount for
         any particular employee.

5.3      In the event of a Special Change in Control that occurs on or before 31
         March 2004 or as a result of the  signing on or before 31 March 2004 of
         a definitive  agreement that will result in a Special Change in Control
         the  Executive  will be  entitled to a special  bonus  of(pound)125,000
         ("the  Special  Bonus") to be paid by Radica UK within 7 days after the
         Special  Change in Control  takes effect  provided  that the  Executive
         complies  continuously  and in all respects with his obligations  under
         Clause  7 below  and  regardless  of  whether  or not  the  Executive's
         employment is terminated.

5.3.1     In the event of a Special  Change in Control  which occurs as a result
          of the signing of a definitive agreement on or after 1 April 2004, the
          Executive shall be

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         entitled  to  payment  of the  Special Bonus  upon  termination  by the
         Company without Cause;

5.3.2    If the Executive  breaches any of his obligations  under Clause 7 below
         such part of the  Special  Bonus up to the full amount as Radica UK may
         in its sole  discretion  determine  shall  become  payable as a debt on
         demand to Radica UK.

5.4      A  contracting  out  certificate  is not in  force  in  respect  of the
         Executive  for the purposes of the Pension  Schemes Act 1993. If Radica
         Group  institutes  a  retirement,  bonus or other  benefit  plan  which
         applies  generally  to  executive  officers of Radica  Group of similar
         status to the Executive, the Executive shall be entitled to participate
         therein,  but not to the extent such benefits  would be  duplicative of
         the benefits herein.

5.5      All  payments  by Radica UK shall be subject to  required  withholdings
         including taxes.

6        STOCK OPTIONS

6.1      The Executive is to be granted 60,000 stock options under the 1994 Plan
         (the "Stock Options") at an exercise price the same as the market price
         of Radica stock at the date of this Agreement.

6.2      Subject to the provisions of this Clause 6;

6.2.1    The Stock Options shall vest and become  exercisable 33.3% per year for
         each year the Executive is employed by Radica Group  following the date
         of  grant,  with  the  vesting  dates  occurring  on  the  first  three
         anniversaries of the date of grant of the Stock Options.

6.3      The number of shares  subject to the Stock Options will be adjusted for
         stock splits and reverse  splits;  Provided  that such number of shares
         shall not be adjusted if Radica should  otherwise  change or modify its
         capitalisation,  including but not limited to the issuance by Radica of
         new securities (including options or convertible securities),  ESOPs or
         other  employee  stock plans.  It is the intent of the parties that the
         stock subject to the Stock Options shall be subject to dilution, except
         for stock splits and reverse splits.

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6.4      (i) as of the date of Termination in the event of Termination  pursuant
         to Clause 3.1 or Termination by Radica UK for Cause or by the Executive
         without the  consent of Radica UK or (ii) twelve (12) months  after the
         date of  Termination  in the event of  Termination by Radica UK without
         Cause or by the  Executive  for Good Reason in the event of a Change in
         Control (unless Clause 6.6 of this Agreement applies in which case this
         Clause 6.4 shall not apply to the  Executive's  Stock  Options)  or the
         Total  Disability of the Executive (each of such applicable dates being
         called a  "Determination  Date") the Executive  shall forfeit the Stock
         Options  (measured  by  percentages  of the stock  subject to the Stock
         Options), and they shall expire, as follows:

6.4.1    if the  Determination  Date is within the first year after the date the
         Stock Option is granted  (the "Grant  Date") then the  Executive  shall
         forfeit 100% of the Stock Options;

6.4.2    if the Determination Date is after the end of the first year and within
         the second year after the Grant Date, the Executive shall forfeit 66.6%
         of the Stock Options;

6.4.3    if the  Determination  Date is  after  the end of the  second  year and
         within the third year after the Grant Date, the Executive shall forfeit
         33.3% of the Stock Options.

6.5      In  any  event  the  Stock  Options  shall  expire  to the  extent  not
         previously  exercised  on the  tenth  anniversary  of the  Grant  Date.
         Otherwise,  the  Executive  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 forfeiture.

6.6      Upon the  occurrence of a Change in Control under the 1994 Plan, all of
         the Executive's then outstanding stock options in Radica shall vest and
         become  immediately  exercisable.  If the  Executive is  terminated  by
         Radica UK 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,  the  Executive's  stock options shall vest on the date of
         such termination without Cause.

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6.7      The Executive shall have no right to sell, alienate,  mortgage, pledge,
         gift or  otherwise  transfer the Stock  Options or any rights  thereto,
         except by will or by the laws of descent and  distribution,  and except
         as  specifically  contemplated  in the 1994  Plan.  In any  event,  any
         transfer must comply with applicable U.S. state and federal  securities
         laws.

6.8      Upon Termination,  the Executive shall have no claim against Radica for
         loss arising out of ineligibility to exercise any Stock Options granted
         to him or  otherwise  in  relation  to the 1994 Plan or any other stock
         option plan adopted by Radica and the rights of the Executive  shall be
         determined by the provisions of this Clause 6 and the rules of the 1994
         Plan.

6.9      In the event of any conflict between the rules of the 1994 Plan and the
         terms  of this  Clause  6,  the  terms  of  this  Clause  6 shall  take
         precedence.

7        CONFIDENTIALITY AND RESTRICTIONS

7.1      The  Executive  understands  and agrees that he has been exposed to (or
         had access  to),  and may be further  exposed to (or have  access  to),
         confidential  information,   knowhow,   knowledge,   data,  techniques,
         computer  software and  hardware,  and trade  secrets of Radica  Group,
         including,  without  limitation,  customer  or  supplier  requirements,
         notes, drawings,  writings,  designs, plans,  specifications,  records,
         charts,  methods,  procedures,  systems,  price lists,  financial data,
         records,  and customer or supplier  lists  (collectively  "Confidential
         Information").  Notwithstanding  the above,  the following shall not be
         considered  "Confidential  Information"  within  the  meaning  of  this
         sub-Clause:  (i) information known to the Executive or to the public at
         the  date of this  Agreement;  and  (ii)  information  which  hereafter
         becomes  known  to the  public  through  no  fault  of  the  Executive.
         Accordingly,  except as permitted or required in the performance of his
         duties for Radica Group,  the  Executive  agrees during the term of his
         employment not to disclose, divulge, make public, utilise,  communicate
         or use,  whether  for his own  benefit  or for the  benefit  of others,
         either directly or indirectly, any Confidential Information relating to
         Radica Group's  business unless  specifically  authorised in writing by
         Radica to do so.

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<PAGE>

7.2      The  Executive  waives  irrevocably  all Moral  Rights  (as  defined in
         Chapter IV of Part I of the Copyright, Designs and Patents Act 1988) in
         any works produced  during his employment in which  copyright is vested
         in Radica UK or Radica  Group  whether by virtue of this  Clause 7.2 or
         otherwise.  The Executive  shall promptly  communicate  and disclose to
         Radica Group all information,  inventions,  improvements,  discoveries,
         knowhow,  methods,   techniques,   processes,   observations  and  data
         ("Proprietary Information") obtained,  developed, invented or otherwise
         discovered  by  him in the  course  of  this  employment.  All  written
         materials, records, computer programs or data and documents made by the
         Executive or coming into his possession  during the  employment  period
         concerning  any  Proprietary  Information  used or  developed by Radica
         Group,  or by the Executive,  shall be the sole  exclusive  property of
         Radica  Group.  The  Executive  shall have no right,  title or interest
         therein  notwithstanding that he may have purchased the medium on which
         such Proprietary Information is recorded.

7.3      Upon  Termination,  the  Executive  shall  not take with him any of the
         Confidential Information or Proprietary Information.  Upon Termination,
         or at any time upon the  request  of Radica or Radica UK  Limited,  the
         Executive  shall  promptly  deliver all  Confidential  Information  and
         Proprietary information, and all copies thereof, to Radica with no cost
         or charge to  Radica.  Upon  request  by Radica,  the  Executive  shall
         promptly  execute and deliver any documents  necessary or convenient to
         evidence  ownership of the  Confidential  Information  and  Proprietary
         Information  by  a  company  in  Radica  Group,  or  the  transfer  and
         assignment of the Confidential  Information and Proprietary Information
         to a company in Radica Group without cost or charge.  The provisions of
         this Clause 7 shall survive any Termination of this Agreement.

7.4      Except as  indicted  in 7.4.2,  the  Executive  shall not  without  the
         previous  written  consent  of  the  Board  during  the  course  of his
         employment:

7.4.1    directly or indirectly  engage or be  interested in any business  other
         than that of Radica UK or any company in the Radica Group; or

7.4.2    hold   any    directorship   of   any    company,   except   the   non-
         executive  directorship  of  DNA  International,  provided  always that
         there are no current or future conflicts of interest (as defined in the
         Radica  Games  Limited   Code  of  Conduct)   between  the  Executive's
         employment  and  the   business  of   DNA  International  and  provided

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<PAGE>

         that the Executive's  involvement in the business of DNA  International
         is  subject  to the prior  consent of the  Executive's  supervisor,  is
         limited to official board meetings only and does not interfere with the
         Executive's proper performance of his duties for Radica UK;

         save that he may be interested  as a holder or beneficial  owner solely
         for  investment  purposes of less than five per cent. of any securities
         of any company whose  securities are listed or quoted on any recognised
         investment  exchange in the United  Kingdom or in the United  States of
         America.

7.5      The Executive  acknowledges that during the course of his employment he
         will be privy to Confidential  and Proprietary  Information and that he
         will make,  maintain and develop personal  knowledge of, influence over
         and  valuable  contacts  with  customers,  suppliers,  staff  and third
         parties. The Executive therefore covenants with Radica UK that:

7.5.1    he will not in the  Restricted  Territories  for the period of one year
         following Termination directly or indirectly in competition with Radica
         UK or Radica Group engage in business with or be in any way  interested
         in or connected  with any  Competitive  Enterprise  which engages in or
         carries on within any part of the Restricted  Territories  any business
         which  competes  with any  business  carried  on by Radica UK or Radica
         Group as at  Termination  in which the Executive was involved on behalf
         of Radica UK or  Radica  Group at any time  within  the  twelve  months
         immediately preceding Termination;

7.5.2    he will not in the  Restricted  Territories  for the period of one year
         following Termination directly or indirectly:-

         7.5.2.1     interfere  with  or,   in  competition  with  Radica  UK or
                     Radica Group  in  relation  to  any  Competitive Enterprise
                     which competes  with any  business  carried  on  by  Radica
                     UK or  Radica Group at  Termination  in which the Executive
                     was  involved  on  behalf of  Radica UK  or Radica Group at
                     any  time  within  the  twelve months immediately preceding
                     Termination,  offer or  agree to provide,  or provide goods
                     or services of any  description to, or solicit or endeavour
                     to  entice  away  from   Radica  UK  or  Radica  Group  the
                     custom  of  any   person, firm  or  body  corporate  which,

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<PAGE>

                     at any time during the period of twelve months  immediately
                     preceding Termination, has been a Customer, or in the habit
                     of dealing with, Radica UK or Radica Group or which, at any
                     time during that period,  was to his knowledge  negotiating
                     with Radica UK or Radica Group in relation to the provision
                     of goods or services by Radica UK or Radica Group;

         7.5.2.2     interfere or seek to interfere  with  contractual  or other
                     trade  relations  between Radica UK or Radica Group and any
                     of its or their respective  suppliers in existence or under
                     negotiation  at any time during the period of twelve months
                     immediately preceding Termination;

         7.5.2.3     solicit the  services of or  endeavour  to entice away from
                     Radica  UK  or  Radica  Group  any   director,   senior  or
                     managerial  the  Executive  or  consultant  of Radica UK or
                     Radica Group known personally to the Executive  (whether or
                     not such person  would commit any breach of his contract of
                     employment  or  engagement by reason of leaving the service
                     of such company) or knowingly employ,  assist in or procure
                     the employment by any other person,  firm or body corporate
                     of any such person.

7.6      The Executive agrees that the restrictions  contained in Clause 7.4 and
         7.5 shall apply in relation to all Customers and suppliers with whom he
         personally has had dealings on behalf of Radica UK notwithstanding that
         such  Customers and suppliers may have been  introduced to Radica UK or
         Radica  Group by the  Executive  before or during his  employment  with
         Radica UK. He further agrees that if any of the  restrictions in Clause
         7.4 and 7.5 is held to be void or ineffective for any reason, but would
         be held to be valid and  effective if part of its wording were deleted,
         that restriction shall apply with such deletions as may be necessary to
         make it valid and effective.

7.7      For   purposes   of    the   Agreement,   a    "Customer"   means   any
         customer  or  prospective  customer  of  Radica,   Radica UK  or  their
         affiliates  to whom  the Executive  provided services,  or for whom the
         Executive  transacted business,  or whose identity  became known to the
         Executive  in connection  with his  relationship  with or employment by
         Radica  UK  or   Radica  Group,  and  "solicit"  means  any  direct  or

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<PAGE>

         indirect  communication  of any kind,  regardless  of who initiates it,
         that in any way directly or indirectly invites, advises,  encourages or
         requests any person to take or refrain from taking any action.

7.8      The  restrictions  contained in each  sub-clause  of Clause 7.4 and 7.5
         shall be construed as separate and  individual  restrictions  and shall
         each be  capable  of  being  severed  without  prejudice  to the  other
         restrictions or to the remaining provisions.

8        NOTICE TO NEW EMPLOYERS

8.1      Before the Executive either applies for or accepts  employment with any
         other person or entity for the period of one year immediately following
         Termination,  the Executive will provide the prospective  employer with
         written notice of the provisions of Clause 7 of this Agreement

9        TERMINATION

9.1      Upon Termination the Executive shall  immediately  resign without claim
         for compensation for loss of office (but without prejudice to any claim
         he may  have  against  Radica  UK  arising  out of any  breach  of this
         Agreement  by Radica UK) from such offices held by him in Radica UK and
         any company in the Radica Group and from any other  offices he may hold
         as nominee or representative of Radica UK and any company in the Radica
         Group,  and Radica UK is  irrevocably  authorised  by the  Executive to
         appoint some person in his name and on his behalf to sign any documents
         and do any  things  necessary  or  requisite  to  give  effect  to such
         resignations.

9.2      If either party gives notice to terminate this Agreement, the Executive
         agrees:

9.2.1    that  for   a  period  not  exceeding   twelve  months  the  Board  may
         in  its  absolute  discretion  require  the  Executive  not  to perform
         any of his duties and may  require  him not to have any  contact  with
         clients  or customers  of  Radica UK  or Radica  Group nor any  contact
         (other  than purely social  contact) with such the Executives of Radica
         UK or  Radica Group as the Board  shall  determine  and/or may  exclude

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<PAGE>

         him  from any  premises  Radica UK or Radica Group  (without  providing
         any reason for doing so); and

9.2.2    that such action on the part of Radica UK shall not constitute a breach
         of this Agreement nor shall the Executive have any claim against Radica
         UK in respect of any such action;

         Provided always that throughout such period the Executive's  salary and
         other benefits shall not cease to be paid or provided (unless and until
         his employment is terminated).

9.3      Radica UK may elect to terminate  the contract  immediately  and make a
         payment of salary in lieu of any applicable  period of notice.  For the
         avoidance of doubt, the right of Radica UK to make a payment in lieu of
         notice does not give rise to any right of the Executive to receive such
         payment.

10       BENEFIT AND BINDING EFFECT

         This Agreement shall inure to the benefit of and be binding upon Radica
         UK and its  successors  and assigns,  including  but not limited to any
         corporation,   person  or  other   entity  which  may  acquire  all  or
         substantially  all of the  assets  and  business  of  Radica  UK or any
         corporation with or into which it may be consolidated or merged. Radica
         UK may assign its rights and  obligations to another  present or future
         member of Radica  Group.  The rights and  obligations  of the Executive
         hereunder  may not be delegated or assigned,  except that the Executive
         may, without the prior consent of any member of Radica Group, assign to
         his spouse, or to a family member,  proceeds of payments resulting from
         his  death or a  disability  which,  in  either  case,  occurs  after a
         termination of this Agreement.

11       GUARANTEE

11.1     The  obligations of Radica UK to the Executive  under the terms of this
         Agreement  will be  guaranteed  by Radica  for as long as Radica is the
         parent company of Radica UK.

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<PAGE>

11.2     In the event of the sale of Radica UK or the  transfer of its  business
         outside  the  Radica  Group  the  obligations  of  Radica  UK under the
         Agreement  will be  guaranteed  by  Radica  for a  period  of one  year
         following the sale or transfer.

12       COUNTERPARTS

         This Agreement may be executed in counterparts,  each of which shall be
         deemed an original but all of which shall  constitute  one and the same
         instrument.

13       GOVERNING LAW

         This  agreement  shall be governed by and construed in accordance  with
         the law of England and Wales.  The parties submit to the  non-exclusive
         jurisdiction of the English Courts as regards to any claim,  dispute or
         matter out of or relating to this Agreement.

14       REIMBURSEMENT OF EXPENSES

         If any dispute shall arise under this Agreement  involving  termination
         of the Executive's  employment with Radica UK after a Change in Control
         or  involving  the failure or refusal of Radica UK to perform  fully in
         accordance  with  the  terms  hereof,  Radica  UK shall  reimburse  the
         Executive  on a  current  basis,  for all  reasonable  legal  fees  and
         expenses,  if any,  incurred by the Executive in  connection  with such
         contest or dispute  (regardless of the result  thereof),  regardless of
         whether or not the Executive's  claim is upheld by a court of competent
         jurisdiction; provided, however that the Executive shall be required to
         repay any such amounts to Radica UK to the extent that a court issues a
         final and non-appealable order setting forth the determination that the
         position  taken by the  Executive  was  frivolous  or  advanced  by the
         Executive in bad faith.

15       ENTIRE AGREEMENT

15.1     This   Agreement   sets  forth   and   is  an   integration  of  all of
         the  promises,  agreements,  conditions and  understandings  among  the
         parties  hereto  with  respect  to  all  matters  contained or referred
         to   herein,   and   all   prior  promises,   agreements,   conditions,

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<PAGE>

         understandings,  warranties or representations,  oral, written, express
         or implied, are hereby superseded and merged herein.

15.2     This  Agreement  replaces  all  previous  contracts of service or other
         employment  arrangements  between  the  Executive  and Radica UK or any
         member of the Radica Group,  which shall have no further effect as from
         the date of this Agreement.

16       VALIDITY OF PROVISIONS

         Should any  provision(s) of this Agreement be void or  unenforceable in
         whole or in part, the remainder of this Agreement  shall not in any way
         be affected thereby, and such provision(s) shall be modified or amended
         so as to  provide  for  the  accomplishment  of  the  provision(s)  and
         intentions of this Agreement to the maximum extent possible.

17       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.

18       NOTICES

         Any notice  which  either  party may wish to give to the other  parties
         hereunder shall be deemed to have been given when actually  received by
         the party to whom it is  addressed.  Notices by the Executive to either
         Radica  UK or  Radica  Games  shall  be sent to both of  them.  Notices
         hereunder may be sent by courier, mail, telefax,  telegram or telex, to
         the following addresses,  or to such other addresses as the parties may
         from time to time furnish to each other by like notice:

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<PAGE>

         To.      Radica Games Limited
                  180 South Lake Avenue
                  Suite 440
                  Pasadena
                  California 91101
                  USA
                  Attention:   Patrick S Feely
                  Telephone:   (626) 744 1150
                  Telefax:     (626) 744 1155

         To:      The Executive:

                  Mr. Denis Horton
                  31 Bedford Road
                  Moor Park
                  Northwood
                  NA6 2AY


19       NUMBER AND GENDER

         In this Agreement,  the masculine shall include the feminine and neuter
         and vice  versa,  and the  singular  shall  include the plural and vice
         versa, as the context may reasonably require or permit.


IN  WITNESS whereof,  the parties have executed this Agreement as of the day and
year first above written.


SIGNED by                           )/s/ Patrick S. Feely
for and on behalf of RADICA UK      )
LIMITED                             )




SIGNED by DENIS HORTON              )/s/ Denis Horton





SIGNED by                           )/s/ Patrick S. Feely
for and on behalf of RADICA         )
GAMES LIMITED                       )




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