**Exhibit4.23**

FOURTH AMENDMENT

TO

CREDIT AGREEMENT

ThisFOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as ofAugust 8, 2007 and is entered into by and among Russ Berrie and Company, Inc.,in its individual capacity (in such capacity, the “Company”) and as “LoanParty Representative,” Russ Berrie U.S. Gift, Inc., a Delaware corporation****(“Russ Gift”), Russ Berrie & Co. (West), Inc. (“RussWest”), Russ Berrie and Company Properties, Inc. (“Russ Properties”),Russplus, Inc. (“Russplus”), and Russ Berrie and Company Investments,Inc. (“Russ Investments”) (Russ Gift, Russ West, Russ Properties,Russplus and Russ Investments are sometimes referred to herein collectively asthe “Borrowers” and individually as a “Borrower” and collectivelywith the Company, the “Credit Parties”), the financial institutionslisted on the signature pages hereto as “Lenders” (and each being a “Lender”),LaSalle Business Credit, LLC (in its individual capacity, “LaSalle”), asadministrative agent (in such capacity, the “Administrative Agent”) forthe Lenders, and LaSalle Bank National Association as Issuing Bank under theCredit Agreement referred to below.

RECITALS:

A.            The Credit Parties,the Lenders, the Administrative Agent and the Issuing Bank have entered intothat certain Credit Agreement dated as of March 14, 2006 (as the same has beenand may hereafter be amended, restated, supplemented or otherwise modified fromtime to time, the “Credit Agreement”), pursuant to which, among otherthings, the Administrative Agent, the Lenders and the Issuing Bank have madeand may hereafter make certain loans, advances and other financialaccommodations to the Borrowers.

B.            The Credit Partieshave requested that the Administrative Agent, the Lenders and the Issuing Bankamend the Credit Agreement to modify certain terms thereof as set forth herein.

C.            The AdministrativeAgent, the Lenders and the Issuing Bank are willing to enter into suchamendment subject to the terms and conditions set forth herein.

NOW,THEREFORE, in consideration of the premises and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, andsubject to the terms and conditions set forth herein, the parties hereto herebyagree as follows:

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**AGREEMENTS:**

SECTION 1.                   DEFINITIONS. Unless otherwise defined herein, capitalized terms used in thisAmendment shall have the meanings ascribed to such terms in the CreditAgreement.

SECTION 2.                   AMENDMENTS TO CREDITAGREEMENT.  Subject to the satisfaction of the conditions precedent setforth herein, the Credit Agreement is hereby amended as follows:

2.1               Subject to the satisfaction of all conditionsto lending under the Credit Agreement, those conditions set forth in Section2.7 thereof, and satisfaction of the terms and conditions set forth in thisAmendment, the Lenders hereby agree to increase the aggregate total Commitmentunder the Credit Agreement from $15,000,000 to $25,000,000, such Commitment tobe allocated among all Lenders based on their respective Pro Rata Sharesimmediately prior to giving effect to this Amendment.  The Revolving Loan, as increased hereby,shall be evidenced by new Notes of even date herewith (the “Substitute Notes”),and all other terms of the Revolving Loan, as increased hereby, shall continueto be governed by the terms of the Loan Documents as in effect from time totime.

2.2               Section 1.1 of the Credit Agreement is hereby amended to amend and restate thefollowing definition in its entirety to read as follows:

“ComputationPeriod means, as of the last day of any fiscal month, the preceding twelvefiscal month period ending as of such date; provided that, for anyfiscal month ending prior to December 31, 2007, the Computation Period shallmean that period of preceding fiscal months then ended which commenced afterDecember 31, 2006 to the last date of such fiscal month for which suchdetermination is being made.”

2.3               Section 1.1 of the Credit Agreement is hereby further amended to (i) delete theamount “$3,000,000” which appears in the proviso to clause (g) of thedefinition of “Eligible Inventory” (dealing with in-transit Inventory) and (ii)to substitute the amount “$8,000,000” therefor.

2.4               Section 1.1 of the Credit Agreement is hereby further amended to amend and restatethe definition of “Fixed Charge Coverage Ratio” appearing therein in itsentirety to read as follows:

“Fixed ChargeCoverage Ratio means, as of the last day of any fiscal month for theComputation Period ending on such date for the Borrowers and their Subsidiarieson a consolidated basis, the ratio of (a) the total for such period of EBITDAfor the Computation Period ending on such date minus the sum of (i) incometaxes paid (or which should have been paid) in cash by such Persons during suchComputation Period, (ii) all unfinanced Capital Expenditures of such Personsincurred during such Computation Period, and (iii) all cash dividends ordistributions paid during such Computation Period to (b) the sum for suchComputation Period for the Borrowers and their Subsidiaries on a consolidated basisof all scheduled interest and principal payments of Debt during such 

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ComputationPeriod, including the principal component of any Capital Lease (in each case,whether or not in fact paid during such period).”

2.5               Section 1.1 of the Credit Agreement is hereby further amended to amend and restatethe definition of “Revolving Loan Availability” appearing therein in itsentirety to read as follows:

“Revolving LoanAvailability means the difference between (a) the lesser of (x) the MaximumRevolving Commitment in effect at such time and (y) the Borrowing Base at suchtime, minus (b) the sum of the aggregate principal amount of all “Loans,” all “SpecifiedHedging Obligations” and the “Stated Amount” of all “Letters of Credit”outstanding or requested but not yet funded under (and, in each case, as suchterms are defined in) the Canadian Loan Agreement.”

2.6               Section 10.1.3 of the Credit Agreement is hereby amendedand restated in its entirety to read as follows:

10.1.3  ComplianceCertificates.  Contemporaneously withthe furnishing of a copy of each annual audit report pursuant to Section10.1.1, each set of quarterly statements pursuant to Section 10.1.2(a)and, to the extent required pursuant to Section 11.13.4, each monthlyfinancial statement for which the Fixed Charge Coverage Ratio covenant in Section11.13.4 is in effect, a duly completed compliance certificate in the formof Exhibit B, with appropriate insertions, dated the date of such annualreport, such quarterly statements or such monthly reports and signed by aSenior Officer of the Company, containing (i) if required pursuant to the termshereof, a computation of each of the financial ratios and restrictions setforth in Section 11.13, (ii) a statement to the effect that such officerhas not become aware of any Event of Default or Unmatured Event of Default thathas occurred and is continuing or, if there is any such event, describing itand the steps, if any, taken or being taken to cure it and (iii) a writtenstatement of each Borrower’s management setting forth a discussion of thefinancial condition of the Borrowers and their Subsidiaries and any materialchanges in their financial condition and/or results of operations; providedthat to the extent that the Company’s annual report on Form 10-K or itsquarterly report on Form 10-Q shall satisfy the requirement of this Section10.1.3(iii), the Administrative Agent will accept such Form 10-K or Form10-Q in lieu of such item.

2.7               Section 11.13.1 (Excess Revolving Loan Availability) of theCredit Agreement is hereby deleted and replaced with “[Reserved].”

2.8               Section 11.13.4 of the Credit Agreement is hereby amendedand restated in its entirety to read as follows:

“11.13.4  Fixed Charge Coverage Ratio.  Not permit the Fixed Charge Coverage Ratio asdetermined for the Computation Period ending on the last day of any fiscalmonth to be less than 1.1:1.

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Notwithstandingthe foregoing, if at no time during the three fiscal month period then endingon such date of determination (the “Test Period”) was Revolving LoanAvailability less than $3,500,000 for any three (3) consecutive Business Dayperiod (the “Test Condition”), then compliance with this Section11.13.4 shall not be required or tested for such period.  If, however, compliance is required becausethe Test Condition described above was not met, the Credit Parties shall, whenand as required in accordance with Section 10.1.3, with respect to thelast fiscal month then ended, deliver a Compliance Certificate meeting therequirements of Section 10.1.3 and including the calculation of (andcertifying compliance or non-compliance with) the Fixed Charge Coverage Ratiofor the Computation Period then ending; it being agreed that the Credit Partiesmust maintain continuous compliance with this Section 11.13.4 for aperiod of three (3) fiscal months from and after the most recent fiscal monthend for which the Credit Parties failed to satisfy the Test Condition.”

2.9               For the purposes of clarity, clause (vii) of Section11.3 as in effect on the date hereof shall read as follows:

“(vii)       so long as the EarnoutConsideration has been paid in full, and both before and immediately aftergiving effect to the payments described in this clause (vii), (w) no Event ofDefault or Unmatured Event of Default exists or would result therefrom, (x)Excess Revolving Loan Availability will equal or exceed $8,000,000, (y) theFixed Charge Coverage Ratio equals or exceeds 1.25:1.00 and (z) no violation ofthe financial covenants set forth in Section 11.13 would then exist orwould, on a pro forma basis, result therefrom, upon no less than 10 days priorwritten notice to the Administrative Agent, accompanied by a certificate of theChief Financial Officer delivered to the Administrative Agent setting forth thecalculations of pro forma Excess Revolving Loan Availability and the pro formacalculations of such financial covenants (after giving effect to suchpayments), in detail reasonably acceptable to the Administrative Agent, theBorrowers may pay dividends or make other distributions to the Company, out oflegally available funds, for the sole purpose of permitting the Company to (andupon receipt by the Company of such funds the Company shall promptly use suchfunds for such purpose), pay a regular quarterly dividend payment payable out oflegally available funds on the outstanding common stock of the Company.”

2.10             For the purposes of clarity, the definitionof “Capital Expenditures” set forth in Section 1.1 as in effecton the date hereof shall read as follows:

“CapitalExpenditures means, with respect to any Person, all expenditures which, inaccordance with GAAP, would be required to be capitalized and shown on theconsolidated balance sheet of such Person, including expenditures in respect ofCapital Leases; provided, that for the purposes of this Agreement, includingthe calculation of the Fixed Charge Coverage Ratio, the reinvestment of sale orinsurance proceeds arising from a sale (permitted hereunder) or casualty lossof a capital asset in replacement capital assets having the same orsubstantially similar

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use as theaffected capital asset shall not be included as a Capital Expenditure hereunderto the extent of such reinvestment.”

2.11              Exhibit B (Form of Compliance Certificate) to the Credit Agreement is herebyamended and restated in its entirety to read as set forth on Annex Ihereto.

SECTION 3.                   CONSENT TO CERTAIN MERGERS. Notwithstanding anything to the contrary in the Credit Agreement(including, without limitation, Sections 11.4 and 11.16 thereof) and the otherLoan Documents, the Administrative Agent and Lenders hereby consent to themerger (each, a “Merger” and collectively, the “Mergers”) of eachof the following entities with and into the Company (with the Company being thesurvivor of each such Merger): Russ Berrie and Company Investments, Inc., RussBerrie and Co. (West), Inc., P/F Done, Inc., Fluf N Stuf, Inc., RBTACQ, Inc.and RBCACQ, Inc. (collectively, the “Merging Subsidiaries”), in eachcase, subject to the fulfillment of the following conditions with respect to eachMerger and each such effected Merger Subsidiary:

3.1           Anysuch Merging Subsidiary which is an Inactive Subsidiary has been operated andmaintained in accordance with Sections 9.27 and 11.16 of the Credit Agreement.

3.2           Theconsummation of each such Merger (or all such Mergers) will not result in anyEvent of Default or Unmatured Event of Default (other than an Event of Defaultor Unmatured Event of Default in respect of Section 11.4(f) of the CreditAgreement resulting from the consummation of the Mergers) or any violation, ona pro forma basis, of the financial covenants contained in Section 11.13 of theCredit Agreement.

3.3           Uponthe effectiveness of each such Merger, the Company shall deliver to theAdministrative Agent, for each such Merger, certificates of merger certified bythe offices of the applicable secretaries of state of the jurisdictions oforganization of both the effected Merging Subsidiary and, if different, theCompany.

The consummation of anysuch Merger shall be deemed a representation by the Company that all of theconditions contained in this Section 3 have been satisfied with respectto such Merger.

SECTION 4.                   CONDITIONS; REPRESENTATIONS AND WARRANTIES.  Theeffectiveness of this Amendment is subject to the satisfaction of the followingconditions precedent (unless specifically waived in writing by theAdministrative Agent):

4.1                The Administrative Agent shall have received(in such number and in form and substance reasonably satisfactory to it):

(a)   fullyexecuted copies of this Amendment executed by the Administrative Agent and eachof the other Parties hereto; and

(b)   thefully-executed Substitute Notes.

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4.2                No Event of Default or Unmatured Event ofDefault has occurred and is continuing (other than an Event of Default orUnmatured Event of Default in respect of Section 11.4(f) of the CreditAgreement resulting from the consummation of the Mergers).

4.3                As of the effective date of this Amendment,all representations and warranties of the Credit Parties set forth herein shallbe true and correct, and all representations and warranties of the CreditParties set forth in the Credit Agreement shall be true and correct in allmaterial respects (or, with respect to those representations and warrantiesexpressly limited by their terms by materiality or material adverse effectqualifications, all respects) and shall be deemed remade on such date, exceptto the extent any such representation and warranty expressly relates to anearlier date, in which case such representation and warranty shall be true andcorrect in all material respects (or, with respect to those representations andwarranties expressly limited by their terms by materiality or material adverseeffect qualifications, all respects) as to the date to which it relates.

4.4                Allproceedings taken in connection with the transactions contemplated by thisAmendment and all documents, instruments and other legal matters incidentthereto shall be reasonably satisfactory to the Administrative Agent.

4.5                The Administrative Agent shall have receivedpayment, in immediately available funds, of such fees as shall be set forth ina fee letter of even date herewith among the Credit Parties and theAdministrative Agent (the “Fee Letter”).

SECTION 5.                   REAFFIRMATION.

Each of the Credit Parties hereby expressly reaffirmsand assumes all of their obligations and liabilities to the AdministrativeAgent, the Lenders and the Issuing Bank as set forth in the Credit Agreementand the other Loan Documents and agrees to be bound by and abide by and operateand perform under and pursuant to and comply fully with all of the terms,conditions, provisions, agreements, representations, undertakings, warranties,indemnities, grants of security interests and covenants contained in the CreditAgreement and the other Loan Documents, as such obligations and liabilities maybe modified by this Amendment, as though the Credit Agreement and the otherLoan Documents were being re-executed on the date hereof, except to the extentthat such terms expressly relate to an earlier date.  The Credit Parties hereby ratify, confirm andaffirm without condition, all liens and security interests granted to theAdministrative Agent pursuant to the Credit Agreement and the other LoanDocuments and such liens and security interests shall continue to secure theObligations under the Credit Agreement as amended by this Amendment, and allextensions, renewals, refinancings, amendments or modifications of any of theforegoing.

SECTION 6.                   GENERAL PROVISIONS.

6.1           No Changes.Except as expressly provided in this Amendment, the terms and provisions of theCredit Agreement shall remain in full force and effect and are hereby affirmed,confirmed and ratified in all respects.

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6.2           Feesand Costs.  In addition to such feesas shall be set forth in the Fee Letter, the Credit Parties hereby jointly andseverally agree to reimburse the Administrative Agent for all of its reasonableout-of-pocket legal fees and expenses incurred in the preparation anddocumentation of this Amendment and related documents.

6.3           GoverningLaw.  This Amendment shall beconstrued in accordance with and governed by the internal laws (without regardto the conflicts of law provisions, other than Section 5-1401 of the New YorkGeneral Obligations Law) of the State of New York.

6.4           Counterparts.  This Amendment may be executed in one or morecounterparts, each of which shall constitute an original, but all of whichtaken together shall be one and the same instrument.  This Amendment may also be executed byfacsimile and each facsimile signature hereto shall be deemed for all purposesto be an original signatory page.

6.5           References.  On or after the effective date hereof, eachreference in the Credit Agreement or the Pledge Agreement to this “Agreement,” “hereof,”“herein”  or words of like import and allreferences to the Credit Agreement in any other agreement, shall in either caseunless the context otherwise requires, be deemed to refer to the CreditAgreement as amended hereby.

6.6           Successors.  This Amendment shall be binding on and inureto the benefit of each of the parties hereto and their respective successorsand assigns.

6.7           SectionHeadings.  Section headings used inthis Amendment are for convenience of reference only and shall not affect theconstruction of this Amendment.

[Remainder of PageIntentionally Left Blank]

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INWITNESS WHEREOF, the parties hereto have caused this Amendment to be executedby their respective officers thereunto duly authorized and delivered as of thedate first written above.
|        | **BORROWERS:**                                                         |
|--------|------------------------------------------------------------------------|
|   |                                                                   | ** ** |
|   | **RUSS BERRIE U.S. GIFT, INC.,**a  Delaware  corporation               |
|   |                                                                   | ** ** |
|   |                                                                   | ** ** |
|   | By:                                                                    | /s/ Marc S. Goldfarb | ** ** |
|   | Name:                                                                  | Marc S. Goldfarb |
|   | Title:                                                                 | Senior Vice President and General Counsel |
|   |                                                                   |   |
|   | **RUSS BERRIE & CO. (WEST), INC.,**a  California corporation       |
|   |                                                                   |   |
|   |                                                                   |   |
|   | By:                                                                    | /s/ Marc S. Goldfarb |   |
|   | Name:                                                                  | Marc S. Goldfarb |
|   | Title:                                                                 | Senior Vice President and General Counsel |
|   |                                                                   |   |
|   | **RUSS BERRIE AND COMPANY  PROPERTIES, INC.,**a New Jersey corporation |
|   |                                                                   | ** ** |
|   |                                                                   | ** ** |
|   | By:                                                                    | /s/ Marc S. Goldfarb  |   |
|   | Name:                                                                  | Marc S. Goldfarb |
|   | Title:                                                                 | Senior Vice President and General Counsel |
|   |                                                                   |   |
|   | **RUSSPLUS, INC.,**a New Jersey  corporation                           |
|   |                                                                   | ** ** |
|   |                                                                   | ** ** |
|   | By:                                                                    | /s/ Marc S. Goldfarb | ** ** |
|   | Name:                                                                  | Marc S. Goldfarb |
|   | Title:                                                                 | Senior Vice President and General Counsel |

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|            | **RUSS BERRIE AND COMPANY  INVESTMENTS, INC.,**a New Jersey  corporation                                      |
|------------|---------------------------------------------------------------------------------------------------------------|
|       |                                                                                                          | ** ** |
|       |                                                                                                          | ** ** |
|       | By:                                                                                                           | /s/ Marc S. Goldfarb |   |
|       | Name:                                                                                                         | Marc S. Goldfarb |
|       | Title:                                                                                                        | Senior Vice President and General Counsel |
|       |                                                                                                          |   |
|       | **THE COMPANY:**                                                                                              |
|       |                                                                                                          | ** ** |
|       |                                                                                                          | ** ** |
|       | **RUSS BERRIE AND COMPANY, INC.,**  a  New Jersey corporation, individually and as Loan  Party Representative |
|       |                                                                                                          | ** ** |
|       |                                                                                                          | ** ** |
|       | By:                                                                                                           | /s/ Marc S. Goldfarb | ** ** |
|       | Name:                                                                                                         | Marc S. Goldfarb |
| ** ** | Title:                                                                                                        | Senior Vice President and General Counsel |

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|            | **ADMINISTRATIVE AGENT:**                                     |
|------------|---------------------------------------------------------------|
| ** ** | ** **                                                    | ** ** |
| ** ** | ** **                                                    | ** ** |
| ** ** | **LASALLE BUSINESS CREDIT, LLC,**as  Administrative Agent**** |
| ** ** | ** **                                                    | ** ** |
| ** ** | ** **                                                    | ** ** |
| ** ** | By:                                                           | /s/ Peter M. Walther |   |
| ** ** | Name:                                                         | Peter M. Walther |
| ** ** | Title:                                                        | First Vice President |
| ** ** | ** **                                                    | ** ** |
| ** ** | ** **                                                    | ** ** |
| ** ** | **LENDERS/ISSUING BANK:**                                     |
| ** ** | ** **                                                    | ** ** |
| ** ** | ** **                                                    | ** ** |
| ** ** | **LASALLE BUSINESS CREDIT, LLC,**  as the  sole Lender        |
| ** ** | ** **                                                    | ** ** |
| ** ** | ** **                                                    | ** ** |
| ** ** | By:                                                           | /s/ Peter M. Walther | ** ** |
| ** ** | Name:                                                         | Peter M. Walther |
| ** ** | Title:                                                        | First Vice President**** |
| ** ** | ** **                                                    |   |
| ** ** | **LASALLE BANK NATIONAL  ASSOCIATION,**as Issuing Bank****    |
| ** ** | ** **                                                    |   |
| ** ** | ** **                                                    |   |
| ** ** | By:                                                           | /s/ Peter M. Walther |   |
| ** ** | Name:                                                         | Peter M. Walther |
| ** ** | Title:                                                        | First Vice President |

** **

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