EXHIBIT 10.3

            EMPLOYMENT AGREEMENT

AGREEMENT, dated as of February 1, 1998, between NOODLE 
KIDOODLE,  INC., a Delaware corporation (the "Company"), and 
Stewart Katz (the "Executive").

It is hereby agreed as follows:

     1.	Nature of Employment: the Company hereby employs 
Executive as its President and Chief Operating Officer and 
confirms the election of Executive by the Company's Board of 
Directors as its President and Chief Operating officer, and 
agrees to use its best efforts to cause Executive to be 
reelected as President and Chief Operating officer during the 
term of this Agreement.  Executive accepts employment upon the 
terms and conditions hereinafter set forth and agrees to serve 
the Company as its President and Chief Operating Officer, and as 
a member of its Board of Directors so long as so elected during 
the term of this Agreement.  The Executive shall report to the 
Board of Directors of the Company. 
The Executive shall also serve without additional 
compensation as an officer and director of all corporations from 
time to time owned or controlled by the Company if so elected or 
appointed.  The Executive shall devote his full time, energies, 
skills and attention to the performance of his duties and 
responsibilities hereunder, and shall perform them faithfully 
and diligently.  The office of the Executive shall be located 
within a 20 mile radius of the Executive's residence on the date 
of this Agreement and the Executive shall not be required to 
locate his office elsewhere without his prior written consent.

    	2. 	Term of Employment:  The term of the Executive's 
employment under this Agreement shall be for the period 
commencing as of February 1, 1998 and terminating on January 31, 
2001 unless sooner terminated by either party for cause or as 
hereinafter provided.
    (a)	In the event of the death or "total disability" 
(as defined below) of the Executive, the Executive's employment 
shall terminate as of the date of his death or the date of his 

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certification of total disability, in either of which events, 
Executive, his estate, legal representative or designee, as the 
case may be, shall receive the full salary compensation 
provided for the Executive in Section 3 below for a period of 
six (6) months from the date of the Executive's death or total 
disability.
    (b)	In the event the Board of Directors of the 
Company shall determine, as confirmed by competent medical 
evidence (which shall include a certificate from Executive's 
then personal physician) , that Executive has become "totally 
disabled" and, on the same or subsequent occasion, shall 
determine that such disability shall have continued for a 
period of three (3) consecutive months, then Executive's 
employment shall terminate thirtty (30) days after the date 
upon which the Company shall have given notice to the Executive 
of its election to terminate his employment because of such 
total disability, provided, however, that prior to termination 
the Board of Directors shall have received confirming competent 
medical evidence as to the existence of the Executive's total 
disability at such time.  Any controversy arising in the 
determination of whether the Executive shall be deemed to be 
"totally disabled" for purposes of his being terminated as 
provided for herein shall be settled by an independent 
physician licensed to practice medicine selected by the Board 
of Directors of the Company and approved by the Executive.  
Prior to any such termination, the Company's obligations with 
respect to compensation and benefits shall continue during the 
period of disability.
    (c) 	In the event of 
a change in control (as defined herein) of the Company, which 
results in an actual or constructive termination of employment, 
the Executive shall have the right within six (6) months after 
any such termination, to terminate his employment hereunder and 
to receive an amount, payable in a lump sum as severance pay 
within 10 days after he shall have given notice of his election 
to terminate, equal to the amount by which two hundred ninety-

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nine percent (299%) of the base amount exceeds the present 
value of all other payments which would be considered as 
contingent on a change of ownership or control (other than 
payments which would not be treated as parachute payments) 
under section 280G of the Internal Revenue Code.  The "base 
amount" for purposes of this subsection (c) shall mean the 
average annual compensation which was payable by the Company 
and was includable in the Executive's gross income for tax 
purposes for the most recent five (5) taxable years of the 
Executive ending before the date on which a change in control 
occurs. A "change in control" for purposes of this subsection 
(c) shall mean (i) the acquisition (directly or indirectly) by 
any person, entity or group of more than twenty-five percent 
(25%) of the outstanding voting stock of the Company 
(acquisition shall include accumulation in one or more 
transactions, including, without limitation, any issuance, 
transfer or purchase of stock., reclassification of securities, 
stock split, stock dividend or distribution, reverse stock 
split, recapitalization, merger or consolidation with 
subsidiaries, and any transaction which has the direct or 
indirect effect of increasing the proportionate share of the 
outstanding voting stock of the Company held by such person, 
entity or group) , or (ii) the individuals who currently 
constitute the directors of the Company, or individuals elected 
by more than two-thirds of such current directors to replace 
any of such current directors, no longer constitute a majority 
of the directors of the Company.  A "constructive termination 
of employment" for purposes of this subsection (c) shall mean 
any of the following, if done without the Executive's consent 
and having a material adverse effect on his employment or the 
conditions under which he works: (i) a change in the title, 
duties or responsibilities of the Executive, including the 
person or body to whom the Executive reports, (ii) a change in 
the location where the Executive's services are rendered, (iii) 
a change in the office or secretarial arrangements affecting 
the Executive, or (iv) any reduction in compensation or fringe 

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benefits or change of any other term of this Agreement, or any 
other breach of this Agreement by the Company.  A constructive 
termination shall be determined by the Executive in his sole, 
reasonable discretion.

     3.  	Compensation: 
    	(a) 	Subject to the provisions of Section 2, as 
compensation for his services hereunder the Company agrees to 
pay the Executive a salary, payable at such times as may be 
customary for the payment of compensation to other the Company 
employees, or at such times as the Executive and the Company 
shall agree upon, at the rate of $275,000 per annum during the 
Term of this Agreement, or at such increased rate as the Board, 
with the advice of the Compensation Committee, may from time to 
time determine.
    	(b) 	In addition to the salary to be paid pursuant to 
Section 3 (a) , the Executive shall be eligible to participate 
in the Company's Bonus Incentive Plan (the "Bonus Plan") or any 
successor plan thereto, pursuant to the terms of such Bonus 
Plan. 
    	(c) 	The Executive shall also be eligible for grants 
of stock options to acquire shares of Common Stock of the 
Company ("Options") pursuant to the Company's 1994 Stock 
Incentive Plan (the "Plan"), or any successor plan thereto, 
pursuant to the terms of the Plan. 

      4.	Additional Compensation; Benefits:  The Board of 
Directors of the Company, in its sole and absolute discretion, 
may at any time and from time to time pay to the Executive such 
additional incentive payments, bonuses and/or profit sharing 
distributions, in addition to the compensation provided in 
Section 3, as the Board of Directors, with the advice of the 
Compensation Committee, may determine.  The stock option and 
compensation committee of the Company in its sole and absolute 
discretion may at any time and from time to time award to the 
Executive such stock options or other stock based pay under the 
Company's stock option plan or otherwise, in addition to the 

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compensation provided for in Section 3, as such committee or 
board may from time to time determine.
          The Executive shall, in any event, be entitled to 
the continuation of any employee benefits, including life, 
disability or accident insurance coverage, currently being 
received by the Executive, and shall be eligible to 
participate in any plan of the Company available to the 
employees of the Company and any other plan which may be 
adopted in the future with respect to employees or executives 
of the Company or any of its operating divisions if he shall 
be eligible under the terms of such plan without restriction 
or limitation by reason of this Agreement.
          The Executive shall also be entitled to paid 
vacation for such periods and times as have been heretofore 
customary for the Executive.

     	5.	Expenses:  the Company shall promptly reimburse 
the Executive for all specified items of travel, entertainment 
and miscellaneous expenses reasonably incurred by him in 
connection with the performance of his duties hereunder upon 
presentation of vouchers therefor in accordance with normal 
procedures and standards established by the Company for such 
purposes.  the Company shall also, at its own expense, provide 
Executive with a new automobile of the Company's choice and 
shall bear all expenses of maintaining and insuring such 
automobile.

      6.	Nondisclosure; Noncompetition: 
      (a) 	Executive shall not, at any time during or 
following expiration or termination of Executive's employment 
(regardless of the reason therefor), directly or indirectly, 
disclose to any person (except in the regular course of the 
Company's business), or use in competition with the Company, 
any of the Company's trade secrets or confidential 
information.
      (b) 	For a period of one (1) year following expiration 
of his employment or termination of employment for any reason 
other than (i) termination by the Company without cause, or (ii) 

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termination by the Executive in accordance with Section 2(c) 
hereof, the Executive shall not, without the Company's written 
consent, (A) enter into the employ of or render any services to 
any person, firm or corporation engaged in any "Competitive 
Business" (as defined below); (3) engage in any Competitive 
Business for his own account or (C) become interested in any 
Competitive Business as an individual, partner, shareholder, 
creditor, director, officer, principal, agent, employee, 
consultant, advisor or in any other relationship or capacity.  
As used herein, "Competitive Business" shall mean operating 
stores for the retail sale of educationally oriented products 
for children, including without limitation, toys, games, books, 
video and audio tapes, computer software, crafts, and science 
and construction merchandise.  The geographic locations in which 
this covenant shall be operative shall include a fifty (50) mile 
radius of any Noodle Kidoodle store then operated by the 
Company, or then planned by the Company to be opened within a 
twelve month period.

     	7. 	Fees and Expenses: the Company shall pay all 
legal fees and related expenses incurred by the Executive as a 
result of (i) termination of his employment following a change 
in control of the Company (including all such fees and expenses, 
if any, incurred in contesting or disputing any such termination 
or incurred by the Executive in seeking advice with respect to 
tax matters relating thereto) or (ii) the Executive's seeking to 
obtain or enforce any right or benefit provided by this 
Agreement, if the Company shall have denied such right or 
withheld such benefit, and if the Executive shall prevail in 
obtaining or enforcing it.

     	8.	Miscellaneous:
     	(a)	the Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to 
all or substantially all of its business and/or assets, by 
agreement in form and substance satisfactory to the Executive, 
to expressly assume and agree to perform this Agreement in the 

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same manner and to the same extent that the Company would be 
required to perform it if no such succession had taken place. 
      (b)	This Agreement and all rights of the Executive 
hereunder shall inure to the benefit of and be enforceable by 
the Executive's personal or legal representatives, executors, 
administrators, successors, heirs, distributees, devisees and 
legatees. If the Executive should die while any amounts would 
still be payable to him hereunder if he had continued to live, 
all such amounts, unless otherwise provided herein, shall be 
paid in accordance with the terms of this Agreement to the 
Executive's devisee, legatee or other designee or, if there be 
no such designee, to the Executive's estate.
    	 (c)		No provisions of this Agreement may be modified, 
waived or discharged unless such waiver, modification or 
discharge is agreed to in writing signed by the Executive and 
such officer as may be specifically designated by the Board of 
Directors of 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.  No agreements or 
representations, oral or otherwise, express or implied, with 
respect to the subject matter hereof have been made by either 
party which are not set forth expressly in this Agreement.
     	(d)	The validity, interpretation, construction and 
performance of this Agreement shall be governed by the laws of 
the State of New York.
     	(e)	In the event that any provision of this Agreement 
is held to be invalid or unenforceable in any jurisdiction for 
any reason unless narrowed by construction, this Agreement 
shall, as to such jurisdiction, be construed as if such 
invalid or unenforceable provision had been more narrowly 
drawn so as not to be invalid or unenforceable; and such 
provision, as to such jurisdiction, shall be ineffective to 
the extent of such invalidity, prohibition or 

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unenforceability, without invalidating the remaining 
provisions of this Agreement or affecting the validity or 
enforceability of such provisions in any other jurisdiction.
	     (f)	The invalidity or unenforcibility of any 
provision or provisions of this Agreement shall not affect 
the validity or enforceability of any other provision of this 
Agreement, which shall remain in full force and effect.
	     (g)	Any dispute or controversy arising under or in 
connection with this Agreement shall be settled exclusively 
by arbitration in New York, New York in accordance with the 
rules of the American Arbitration Association then in effect.
	     (h)	The Executive or his estate or designee shall be 
entitled to receive reasonable attorneys' fees, costs and 
expenses incurred in enforcing the Executive's rights under 
this Agreement..

IN WITNESS WHEREOF, the parties have executed this Agreement 
on the date and year first above written.

                                   			NOODLE KIDOODLE,  INC.


                                						By:/s/ Stanley Greenman
ATTEST:					                         	Name: Stanley Greenman
					                                	Title: Chairman and Chief 
Executive Officer
By:/s/Kenneth S. Betuker
Name:Kenneth S. Betuker 
                                      Executive:


                                      /s/ Stewart Katz



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