ZONE 4 PLAY INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v09435_ex10-2.txt
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                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT is entered into as of the 30 day of November, 2004, by and
between ZONE4PLAY LTD., a company incorporated under the laws of the State of
Israel and maintaining its principal place of business at 3B Hashlosha Street,
Tel Aviv, 67060 Israel (the "COMPANY") and Idan Miller, Israeli I.D. number
028771749, residing at 10 Friedman St. Tel Aviv, Israel (the "EXECUTIVE").

WHEREAS:  The Company is in the business of developing, on a contractual basis,
          casino game applications for internet, portable devices and
          interactive TV platforms; and

WHEREAS:  The Company desires to employ the Executive as the Senior Vice
          President of Marketing and sales of the Company, who in the scope of
          his duties will be in charge of the activities listing in appendix A,
          and the Executive represents that he has the requisite skill and
          knowledge to serve as the Senior Vice President of Marketing and sales
          of the Company subject to the terms and conditions contained herein
          and he desires to engage in such employment, according to the terms
          and conditions hereinafter set forth

NOW, THEREFORE, in consideration of the respective agreements of the parties
contained herein, the parties agree as follows:

1.    EMPLOYMENT

      (a)   The Company agrees to employ the Executive and the Executive agrees
            to be employed by the Company on the terms and conditions set out in
            this Agreement.

      (b)   The Executive shall be employed as Vice President for marketing and
            sales of the Company. The Executive shall perform the duties,
            undertake the responsibilities and exercise the authority
            customarily performed, undertaken and exercised by persons situated
            in a similar capacity, subject to the direction of the Chief
            Executive Officer (the "CEO"). The Executive shall report regularly
            to the CEO with respect to his activities. The employee will
            dedicate at least 186 monthly hours to the fulfillment of his
            obligations under this agreement.

      (c)   Excluding periods of vacation, sick leave and military reserve
            service to which the Executive is entitled or required, the
            Executive agrees to devote his full working time and attention to
            the business and affairs of the Company and its subsidiaries as
            required to discharging the responsibilities assigned to the
            Executive hereunder. During the term of this Agreement, the
            Executive shall not be engaged in any other employment nor engage
            actively in any other business activities or in any other activities
            which may hinder his performance hereunder, with or without
            compensation, for any other person, firm or company without the
            prior written consent of the Company.

      (d)   This Agreement is a personal services agreement governing the
            employment relationship between the parties hereto. This Agreement
            shall not be subject to any general or special collective employment
            agreement relating to executives in any trade or position that is
            the same or similar to the Executive's, unless specifically provided
            herein.

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      (e)   The Executive's position, duties and responsibilities hereunder
            shall be in the nature of management duties that demand a special
            degree of personal loyalty and the terms of Executive's employment
            hereunder shall not permit application to this Agreement of the Law
            of Work Hours and Rest 5711 - 1951. Accordingly, the statutory
            limitations of such law shall not apply to this Agreement. The
            Executive shall not be entitled to additional compensation from the
            Company for working additional hours or working on holidays or
            Sabbaths, as required by the Company.

2.    BASE SALARY

      (a)   The Company agrees to pay to the Executive As of September 1, 2004
            Agreement a gross salary of 20,000 New Israeli Shekels ("NIS") per
            month (the "BASE SALARY").

      (b)   The Base Salary shall be payable monthly in arrears, no later than
            the 10th day of each month. and will be payable subject to the
            attendance card.

      (c)   Both parties agree that the next salary review will be done by May
            1st 2005.

      In addition to the Base Salary, the Executive shall also be entitled to
      the following benefits:

      (a)   Sick Leave. The Executive shall be entitled to fully paid sick leave
            pursuant to the Sick Pay Law 5736 - 1976.

      (b)   Vacation. The Executive shall be entitled to an annual vacation of
            16 working days per year. Vacation may be accumulated for a maximum
            of 3 years.

      (c)   Convalescence Payments. The Executive shall be entitled to annual
            payments for convalescence in an amount equal to the amount required
            by law linked to the cost of living on the date of this Agreement.

      (d)   Vehicle. For the purpose of performing his duties under this
            Agreement, the Company shall furnish the Executive with a Company
            owned/leased vehicle. The Company will bear all expenses related to
            the vehicle maintenance and operation, including licensing,
            insurance, fuel (up to NIS 800 per month for fuel expenses.) and
            maintenance fees. The Company will withhold the taxes required by
            law out of the Executive's salary in accordance with the type of
            vehicle he is furnished with. The Executive shall operate the
            vehicle with due care and diligence and in accordance with the
            Company's then current regulations and practices. The Executive
            shall also bear any costs and expenses due to parking tickets
            incurred during his use of the vehicle. In addition, the Executive
            shall be required to bear the cost of any deductible amount under
            the applicable insurance policy with respect to the vehicle, in the
            event of submission of an insurance claim under such policy. In no
            event will the Executive be entitled to retain or withhold the
            vehicle in connection with a claim against the Company.

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      (e)   Manager's Insurance Policy. The Company shall insure the Executive
            under an accepted "Manager's Insurance Scheme" ("Bituach Menahalim")
            as shall be customary with the Company and/or a comprehensive
            financial arrangement, at the Company's discretion, including
            insurance in the event of illness of loss of capacity for work
            (hereinafter referred to as the "MANAGERS INSURANCE") as follows;
            (i) the Company shall pay an amount equal to 5% of the Executive's
            Base Salary towards the Managers Insurance in respect of pension and
            life insurance for the Executive's benefit, and shall deduct 5% from
            the Executive's Base Salary and pay such amount towards the Managers
            Insurance for the Executive's benefits; (ii) the Company shall pay
            an amount up to 2.5% of the Executive's Base Salary towards
            disability insurance; and (iii) the Company shall pay an amount
            equal to 8 1/3 % of the Executive's Base s Salary towards a fund for
            severance compensation. Should the provisions made for severance pay
            fail to cover the amount due by the Company to Executive in
            accordance with the law, then the Company shall pay Executive the
            difference, all in accordance with applicable said Israeli law.

      (f)   Education Fund. Beginning on November 1st 2004, the Company and the
            Executive shall open and maintain an Education Fund ("Keren
            Hishtalmut") ("EDUCATIONAL FUND"), as customary with the Company,
            recognized as such by the Israeli tax authorities. The Company shall
            contribute to such Education Fund, which shall be maintained in the
            name of the Executive, the full amount equal to 7.5% of each monthly
            Base Salary payment. The Executive shall contribute to the
            Educational Fund the full amount equal to 2.5% of each monthly Base
            Salary payment.

      (g)   Business Expenses. The Company will reimburse Executive for any
            documented, out-of-pocket expenses from time to time properly
            incurred by Executive in connection with his employment by Company.

      (h)   Cellular Phone. The Company shall provide to the Executive a
            cellular telephone, at the Company's sole cost and expense. The
            company will bear expenses related to the Cellular Phone up to NIS
            300 per month, excluding working telephone calls. The phone bill of
            executive will be checked once a month. The company will take into
            consideration the executive position and special phone usage needs
            given the high frequency of the travel out of the country. Upon
            termination of employment of the Executive by the Company or
            termination of employment by the Executive, under circumstances
            entitling the Executive to severance payments under the law, the
            Executive shall be entitled to continued use of the cellular phone
            until the end of the Notice Period.

      (h) Sales commissions. Executive will be entitled to a quarterly sales
      commission based on the quarter revenues of the Company. Within Ninety
      (90) days of the end of each quarter as of first quarter of 2005, the
      Company will pay Executive an amount equal to 0.6% of the Company's
      quarter gross revenues (including 100% of the revenues of MiX TV). The
      commission for 2006 will be calculated in excess of 1.25 million $US per
      quarter or the 2005's gross revenues (the lower of the two).This
      sub-section shall be effective and binding upon the Company throughout the
      term of this Agreement and for an additional period of 12 months
      thereafter.

(i)   Reserve Military Service. The Executive shall be entitled to payment of
      his Full Salary for periods in which the Executive is called for reserve
      military service, provided that the Executive obtains for the Company
      approval to receive the payments due from the Social Security Institute.

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(j)   Tax Withholding. All of the amounts stated in this Agreement are gross
      amounts and the Company shall withhold the appropriate amounts for income
      tax purposes as required by law.

(l)   Options. The Company will grant the Executive an option to purchase the
      number of ordinary shares (the "Shares") of the Company set forth below
      (the "Options"), out of the Company's authorized capital, at the
      respective Purchase Prices set forth below, on the terms and subject to
      the conditions hereinafter provided:

            1. An Option to purchase 200,000 Shares of Zone4Play Inc. at a
            purchase price per Share of US$ 0.55 (reflecting a discount of 15%
            of the price per share on May 1st, the first working day of the
            executive). The Option will be subject to the following vesting
            periods:

                  1/8 of such Shares will vest on July 1st 2004

                  1/8 of such Shares will vest on October 1st 2004

                  1/8 of such Shares will vest on January 1st 2005

                  1/8 of such Shares will vest on April 1st 2005

                  1/8 of such Shares will vest on July 1st 2005

                  1/8 of such Shares will vest on October 1st 2005

                  1/8 of such Shares will vest on January 1st 2006

                  1/8 of such Shares will vest on April. 1st 2006

            In case that Zone4Play inc. will be sold or merged within the
            vesting period, all the options will be immediately fully vested.

            2. If Zone4Play Inc's gross revenues exceed $5 million during the
            calendar year 2005, a fully vested Option to purchase 90,000
            Zone4Play Inc. Shares at a purchase price per Share reflecting fair
            market value at the day of the grant.

                  2.1 If Zone4Play Inc's gross revenues exceed $6 million during
                  the calendar year 2005, a fully vested Option to purchase
                  additional 18,000 Zone4Play Inc. Shares at a purchase price
                  per Share reflecting fair market value at the day of the
                  grant.

                  2.2 If Zone4Play Inc's gross revenues exceed $7 million during
                  the calendar year 2005, a fully vested Option to purchase
                  additional 18,000 Zone4Play Inc. Shares at a purchase price
                  per Share reflecting fair market value at the day of the
                  grant.

                  2.3 If Zone4Play Inc's gross revenues exceed $8 million during
                  the calendar year 2005, a fully vested Option to purchase
                  additional 18,000 Zone4Play Inc. Shares at a purchase price
                  per Share reflecting fair market value at the day of the
                  grant.

                  2.4 If Zone4Play Inc's gross revenues exceed $9 million during
                  the calendar year 2005, a fully vested Option to purchase
                  additional 18,000 Zone4Play Inc. Shares at a purchase price
                  per Share reflecting fair market value at the day of the
                  grant.

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                  2.5 If Zone4Play Inc's gross revenues exceed $10 million
                  during the calendar year 2005, a fully vested Option to
                  purchase additional 18,000 Zone4Play Inc. Shares at a purchase
                  price per Share reflecting fair market value at the day of the
                  grant.

            In the case that Zone4Play Inc. will be sold or merged based on $100
            Million valuation and above before March 31st 2006, The Executive
            will be entitled to the 180,000 options to purchase Zone4Play Inc.
            Shares (as described in section 2.1-2.5 ) at a purchase price per
            Share reflecting fair market value at the day of the grant,
            regardless of the gross revenues during 2005.

            3. In addition to section (2) above, if Zone4Play Inc's gross
            revenues exceed $10 million during the calendar year 2006, a fully
            vested Option to purchase 90,000 Zone4Play Inc Shares with a
            purchase price of per Share reflecting fair market value at the day
            of the grant.

                  3.1 If Zone4Play Inc's gross revenues exceed $12 million
                  during the calendar year 2006, a fully vested Option to
                  purchase additional 18,000 Zone4Play Inc. Shares at a purchase
                  price per Share reflecting fair market value at the day of the
                  grant

                  3.2 If Zone4Play Inc's gross revenues exceed $14 million
                  during the calendar year 2006, a fully vested Option to
                  purchase additional 18,000 Zone4Play Inc. Shares at a purchase
                  price per Share reflecting fair market value at the day of the
                  grant

                  3.3 If Zone4Play Inc's gross revenues exceed $16 million
                  during the calendar year 2006, a fully vested Option to
                  purchase additional 18,000 Zone4Play Inc. Shares at a purchase
                  price per Share reflecting fair market value at the day of the
                  grant

                  3.4 If Zone4Play Inc's gross revenues exceed $18 million
                  during the calendar year 2006, a fully vested Option to
                  purchase additional 18,000 Zone4Play Inc. Shares at a purchase
                  price per Share reflecting fair market value at the day of the
                  grant

                  3.5 If Zone4Play Inc's gross revenues exceed $20 million
                  during the calendar year 2006, a fully vested Option to
                  purchase additional 18,000 Zone4Play Inc. Shares at a purchase
                  price per Share reflecting fair market value at the day of the
                  grant

      In the case that Zone4Play Inc. will be sold or merged based on $200
      Million valuation and above before March 31st 2007, The Executive will be
      entitled to the 180,000 options to purchase Zone4Play Inc. Shares (as
      described in section 3.1-3.5 ) at a purchase price per Share reflecting
      fair market value at the day of the grant, regardless of the gross
      revenues during 2006.

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4.    TERMINATION

      (a)   Either party may terminate this Agreement and the employee-employer
            relationship between the Executive and the Company at any time upon
            thirty (30) days (the "NOTICE PERIOD") written notice to the other
            party specifying the effective date of termination (the "TERMINATION
            DATE").

      (b)   During such Notice Period following termination of this Agreement by
            the Company, the Executive shall be entitled to compensation
            pursuant to Section 2 and to all of the benefits set forth in
            Section 3. During such Notice Period following termination of this
            Agreement by the Executive, the Executive shall be entitled to
            compensation pursuant to Section 2.

      (c)   During the Notice Period, the Executive shall transfer his position
            to his replacement in an orderly and complete manner and shall
            return to the Company all documents, professional literature and
            equipment belonging to the Company, which may be in his possession
            at such time.

5.    COMPETITIVE ACTIVITY

            During the term of this Agreement and for a period of twelve (12)
            months from the Termination Date of this Agreement, the Executive
            will not directly or indirectly:

            (i)   Carry on or hold an interest in any company, venture, entity
                  or other business (other than a minority interest in a
                  publicly traded company) which directly competes with the
                  products or services of the Company or its subsidiaries,
                  including those products or services contemplated in a plan
                  adopted by the Board of Directors of the Company or its
                  subsidiaries (a "COMPETING BUSINESS");

            (ii)  Act as a consultant or executive or officer or in any
                  managerial capacity in a Competing Business or supply in
                  competition with the Company or its subsidiaries services
                  ("RESTRICTED SERVICES") to any person who, to his knowledge,
                  was provided with services by the Company or its subsidiaries
                  any time during the six (6) months immediately prior to the
                  Termination Date;

            (iii) Solicit, canvass or approach or endeavor to solicit, canvass
                  or approach any person who, to his knowledge, was provided
                  with services by the Company or its subsidiaries at any time
                  during the six (6) months immediately prior to the Termination
                  Date, for the purpose of offering Restricted Services or
                  products which compete with the products supplied by the
                  Company or its subsidiaries at the Termination Date; or

            (iv)  Employ, solicit or entice away or endeavor to solicit or
                  entice away from the Company or its subsidiaries any person
                  employed by the Company or its subsidiaries any time during
                  the six (6) months immediately prior to the Termination Date
                  with a view to inducing that person to leave such employment
                  and to act for another employer in the same or a similar
                  capacity.

6.    NOTICE

      For the purpose of this Agreement, notices and all other communications
      provided for in the Agreement shall be in writing and shall be deemed to
      have been duly given when personally delivered or sent by registered mail,
      postage prepaid, addressed to the respective addresses set forth below or
      last given by each party to the other, except that notice of change of
      address shall be effective only upon receipt.

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      The initial addresses of the parties for purposes of this Agreement shall
      be as follows:

      The Company:             3B Hashlosha Street, Tel Aviv, 67060 Israel

      The Executive:           10 Friedman Street, Tel Aviv

7.    MISCELLANEOUS

      (a)   No provision of this Agreement may be modified, waived or discharged
            unless such waiver, modification or discharge is agreed to in
            writing and signed by the Executive and the Company. No waiver by
            either party hereto at any time of any breach by the other party
            hereto of, or compliance with, any condition or provision of this
            Agreement to be performed by such other party shall be deemed a
            waiver of similar or dissimilar provisions or conditions at the same
            or at any prior or subsequent time.

      (b)   This Agreement shall be governed by and construed and enforced in
            accordance with the laws of the State of Israel.

      (c)   The provisions of this Agreement shall be deemed severable and the
            invalidity or unenforceability of any provision shall not affect the
            validity or enforceability of the other provisions hereof.

      (d)   This Agreement constitutes the entire agreement between the parties
            hereto and supersedes all prior agreements, understandings and
            arrangements, oral or written, between the parties hereto with
            respect to the subject matter hereof. No agreement or
            representations, oral or otherwise, express or implied, with respect
            to the subject matter hereof have been made either party which is
            not expressly set forth in this Agreement.

(e)   This Agreement shall be binding upon and shall inure to the benefit of the
      Company, its successors and assigns, and the Company shall require such
      successor or assign to expressly assume and agree to perform this
      Agreement in the same manner and to the same extent that the Company would
      be required to perform it if no such succession or assignment had taken
      place. The term "SUCCESSORS AND ASSIGNS" as used herein shall mean a
      corporation or other entity acquiring all or substantially all the assets
      and business of the Company (including this Agreement) whether by
      operation of law or otherwise.

(f)   Neither this Agreement nor any right or interest hereunder shall be
      assignable or transferable by the Executive, his beneficiaries or legal
      representatives, except by will or by the laws of descent and
      distribution. This Agreement shall inure to the benefit of and be
      enforceable by the Executive's legal personal representative.

(g)   The provisions of Section 5 of this Agreement shall survive the rescission
      or termination, for any reason, of this Agreement, and shall survive the
      termination of the Executive's employment with the Company.

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(h)   The section headings contained herein are for reference purposes only and
      shall not in any way affect the meaning or interpretation of this
      Agreement.

      8.    ENTIRE AGREEMENT

            This Agreement constitutes the complete and exclusive agreement
            between the Parties with respect to the subject matter hereof,
            superseding and replacing any and all prior or contemporaneous
            agreements, communications, and understandings, both written and
            oral, regarding such subject matter. This Agreement may be amended
            only by a written document signed by authorized representatives of
            both Parties.

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

ZONE4PLAY LTD.                         MR. IDAN MILLER

/S/ SHIMON CITRON                      /S/ IDAN MILLER
--------------------------------       ----------------------------------
BY: SHIMON CITRON

TITLE: CHIEF EXECUTIVE OFFICER

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APPENDIX A - THE EXECUTIVE ROLE DEFINITION

As the Senior Vice President of Marketing and sales of the Company, Mr. Idan
Miller will be responsible for the following areas:

      o     All MARKETING ACTIVITIES, including Marketing writing, tradeshows,
            proposals, brochures, website, PRs etc.

      o     All SALES ACTIVITIES, including the daily operation of all
            prospects, managing of all the company's agent and marketing and
            sales advisors around the world, operation of the current customer
            base of the company etc.

      o     All BUSINESS DEVELOPMENT ACTIVITIES, including research activities,
            the development of new markets for the company, new initiatives of
            the company, new acquisitions etc.

      o     Managing all business development and Marketing PERSONAL (including
            VP business development of the company), advisors, agents and any
            other distribution channel of the company, all agents who operates
            in the company's name, IR and PR firms etc.

      o     Co Handle the daily operation the PR AND IR activities with the
            company's CFO, including press releases, Company profile and
            presentations, IR Kit etc.

      o     In charge of the STRATEGIC PLANNING for the Company and the on going
            operation of such planning

As the Senior Vice President of Marketing and sales of the Company, Mr. Idan
Miller will not be involved (unless a direct request from the company's CEO) in
the following areas:

      o     Any new financial round

      o     IPO or secondary rounds

      o     Israeli PR

REPORTS ISSUES:

      o     Mr. Miller reports to the company's CEO

      o     All business development and Marketing PERSONAL (including VP
            business development) reports solely to Mr. Miller.


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