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                                                                   EXHIBIT 10(R)

"____________" DENOTES MATERIAL THAT HAS BEEN OMITTED FROM THE PUBLICLY FILED
VERSION OF THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER
RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                AMENDMENT NO. 8 TO RECEIVABLES PURCHASE AGREEMENT

          This AMENDMENT NO. 8 TO RECEIVABLES PURCHASE AGREEMENT, dated as of
December 18, 2006 (this "Amendment Agreement"), is made by and among Hasbro
Receivables Funding, LLC (the "Seller"), CAFCO, LLC ("CAFCO"), Starbird Funding
Corporation ("Starbird"), Citibank, N.A. ("Citibank"), BNP Paribas acting
through its New York Branch ("BNP Paribas"), as a Bank and an Investor Agent
(each as defined in the Agreement) (as defined below), Citicorp North America,
Inc., as program agent (the "Program Agent") for the Investors (as defined in
the Agreement) and the Banks and as an Investor Agent, Hasbro, Inc., as
collection agent and undertaking party under the Parent Undertaking (as defined
in the Agreement defined below) (the "Collection Agent and the Parent"), and
Hasbro, Inc., and Wizards of the Coast, Inc., as originators (the
"Originators").

          Preliminary Statements. (1) The Seller, CAFCO, Starbird, Citibank, BNP
Paribas, the Program Agent, the Collection Agent, the Investor Agents and the
Originators are parties to a Receivables Purchase Agreement, dated as of
December 10, 2003, as amended as of August 27, 2004, as of November 18, 2004, as
of December 3, 2004, as of December 7, 2005, as of January 23, 2006, as of May
17, 2006 and as of December 6, 2006 (as amended, the "Agreement"; capitalized
terms used herein and not otherwise defined herein shall have the meanings
attributed to them in the Agreement).

          (2) The Seller, CAFCO, Starbird, Citibank, BNP Paribas, the Program
Agent, the Collection Agent and the Originators wish to amend the Agreement, to,
among other things, increase the Purchase Limit.

          NOW, THEREFORE, the parties agree as follows:

          SECTION 1. Amendments to Agreement. Effective as of the date hereof in
accordance with Section 2 of this Amendment Agreement:

          (a)  Section 1.01 of the Agreement is amended as follows:

               (i)  (A)  The definition of "Applicable Margin" is restated in
                         its entirety to read as follows:

                         "'Applicable Margin' means, at any time, the percentage
                         determined pursuant to Annex F corresponding to the
                         more favorable to the Seller of the Parent's
                         Debt/Earnings Ratio

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                         for the most recent fiscal quarter and the Parent's
                         Debt Rating at such time."

                    (B)  The definition of "Bank Commitment" is restated in its
                         entirety as follows:

                         "'Bank Commitment' of any Bank means, (a) with respect
                         to Citibank, $150,000,000 from and including the first
                         day of the October Fiscal Month of each year and ending
                         on the last day of the January Fiscal Month of the next
                         year, and at all other times, $125,000,000 or such
                         amount as reduced or increased by any transfer under
                         any Assignment and Acceptance entered into among
                         Citibank, another Bank, the Investor Agent for Citibank
                         and the Program Agent, (b) with respect to BNP Paribas,
                         $150,000,000 from and including the first day of the
                         October Fiscal Month of each year and ending on the
                         last day of the January Fiscal Month of the next year,
                         and at all other times, $125,000,000 or such amount as
                         reduced or increased by any transfer under any
                         Assignment and Acceptance entered into among BNP
                         Paribas, another Bank, the Investor Agent for BNP
                         Paribas and the Program Agent or (c) with respect to a
                         Bank (other than Citibank or BNP Paribas) that has
                         entered into an Assignment and Acceptance, the amount
                         set forth therein as such Bank's Bank Commitment, in
                         each case as such amount may be reduced or increased by
                         an Assignment and Acceptance entered into among such
                         Bank, an Eligible Assignee, the Investor Agent for such
                         Bank and the Program Agent, and as may be further
                         reduced (or terminated) pursuant to the next sentence.
                         Any reduction (or termination) of the Purchase Limit
                         pursuant to the terms of this Agreement shall reduce
                         ratably (or terminate) each Bank's Bank Commitment;
                         provided that if the Investors and Banks in any Group
                         (the 'Departing Group') shall determine not to extend
                         the Commitment Termination Date or shall approve an
                         extension of the Commitment Termination Date based on a
                         reduced Investor Purchase Limit for their Group, then,
                         if the Investors and the Banks in the other Groups
                         shall nonetheless determine to extend the Commitment
                         Termination Date, effective from such Commitment
                         Termination Date, the Bank Commitment of each Bank in
                         the Departing Group shall be reduced (ratably, or as
                         otherwise mutually agreed by such Banks) or
                         terminated."

                    (C)  The definition of "Commitment Termination Date" is
                         amended by deleting the date "December 18, 2006" in
                         line


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                         one thereof and replacing it with the date "December 5,
                         2007".

                    (D)  The definition of "Concentration Limit" is restated in
                         its entirety to read as follows:

                         "'Concentration Limit' for any Obligor means (i) at any
                         time that such Obligor's Debt Rating is at least
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                         ('Normal Concentration Limit'), or such other higher
                         percentage or dollar amount ('Special Concentration
                         Limit') for such Obligor designated by the Program
                         Agent and each Investor Agent in a writing delivered to
                         the Seller; provided that in the case of an Obligor
                         with any Affiliated Obligor, the Concentration Limit
                         shall be calculated as if such Obligor and such
                         Affiliated Obligor are one Obligor; provided further,
                         that the Program Agent or any Investor Agent may for
                         bona fide credit reasons reduce or cancel any Special
                         Concentration Limit for any Obligor upon three Business
                         Days' notice to the Seller (with a copy to each of the
                         other Agents). The foregoing notwithstanding, but
                         subject to the two provisos in the previous sentence,
                         the Special Concentration Limit
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                         as the case may be, shall be the applicable
                         Concentration Limit determined pursuant to clauses (ii)
                         and (iii) of the first sentence of this definition."

                    (E)  The definition of "Debt Rating" is restated in its
                         entirety to read as follows:


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                         "'Debt Rating' for any Person means the rating
                         determined by one or more of S&P, Moody's or Fitch, as
                         the case may be, of such Person's long-term public
                         senior unsecured non-credit enhanced debt."

                    (F)  The definition of "Dilution Horizon Factor" is restated
                         in its entirety to read as follows:

                         "'Dilution Horizon Factor' means (i) as of any date
                         which does not occur during the Ratings and Leverage
                         Period, a ratio computed by dividing (A) the aggregate
                         original Outstanding Balance of all Originator
                         Receivables created by the Originators during the
                         number of Fiscal Months determined pursuant to the
                         definition of Liquidation Period by (B) the Outstanding
                         Balance of Originator Receivables (other than Defaulted
                         Receivables), less Collections on hand but not yet
                         applied to reduce the Outstanding Balance of Originator
                         Receivables, in each case as at the last day of the
                         most recently ended Fiscal Month and (ii) as of any
                         date which occurs during the Ratings and Leverage
                         Period, a ratio computed by dividing (A) the aggregate
                         original Outstanding Balance of all Originator
                         Receivables created by the Originators during the three
                         most recently ended Fiscal Months by (B) the
                         Outstanding Balance of Originator Receivables (other
                         than Defaulted Receivables), less Collections on hand
                         but not yet applied to reduce the Outstanding Balance
                         of Originator Receivables, in each case as of the last
                         day of the most recently ended Fiscal Month."

                    (G)  The definition of "Dilution Percentage" is restated in
                         its entirety to read as follows:

                         "'Dilution Percentage' means, as of any date, the
                         product of (a) the sum of (i) the product of (x) 2.0
                         (or for so long as the Ratings and Leverage Period
                         shall have occurred and shall be continuing, 1.5),
                         multiplied by (y) the average of the Dilution Ratios
                         for each of the twelve most recently ended Fiscal
                         Months, plus (ii) the Dilution Volatility Ratio as at
                         the last day of the most recently ended Fiscal Month,
                         multiplied by (b) the Dilution Horizon Factor as of
                         such date."

                    (H)  The definition of "Dilution Ratio" is restated in its
                         entirety to read as follows:


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                         "'Dilution Ratio' means (i) as of any date which does
                         not occur during the Ratings and Leverage Period, the
                         ratio (expressed as a percentage) computed for the most
                         recently ended Fiscal Month by dividing (A) the
                         aggregate amount of Diluted Receivables arising during
                         such Fiscal Month by (B) the aggregate Outstanding
                         Balance (in each case, at the time of creation) of all
                         Originator Receivables created during the sixth Fiscal
                         Month immediately preceding such Fiscal Month and (ii)
                         as of any date which occurs during the Ratings and
                         Leverage Period, the ratio (expressed as a percentage)
                         computed for the most recently ended Fiscal Month by
                         dividing (A) the aggregate amount of Diluted
                         Receivables less an amount equal to the amount of
                         Planned Diluted Receivables arising during such Fiscal
                         Month by (B) the aggregate Outstanding Balance (in each
                         case at the time of creation) of all Originator
                         Receivables created during the third Fiscal Month
                         immediately preceding such Fiscal Month."

                    (I)  The definition of "Dilution Reserve" is restated in its
                         entirety to read as follows:

                         "'Dilution Reserve' means, for any Receivable Interest
                         on any date, an amount equal to the greater of:

                              (a)  DP x (C + YFR)

                         where:

                              DP     = the Dilution Percentage on such date.

                              C      = the Capital of such Receivable Interest
                                       on such date.

                              YFR    = the Yield and Fee Reserve for such
                                       Receivable Interest on such date.

                              or (b) PD x 2.0

                         where:

                              PD     = the Projected Dilution for the most
                                       recent Fiscal Month.

                         provided, that for so long as the Ratings and Leverage
                         Period shall have occurred and shall be continuing,
                         then the Dilution Reserve shall be as set forth only in
                         clause (a) above."


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                    (J)  The definition of "Facility Termination Date" is
                         amended by deleting the date "December 18, 2006" in
                         line one thereof and replacing it with the date
                         "December 1, 2011".

                    (K)  The definition of "Investor Purchase Limit" is restated
                         in its entirety as follows:

                         "'Investor Purchase Limit' means (a) with respect to
                         the Group consisting of CAFCO and its Related Banks,
                         $150,000,000 from and including the first day of the
                         October Fiscal Month of each year and ending on the
                         last day of the January Fiscal Month of the next year,
                         and at all other times, $125,000,000, and (b) with
                         respect to the Group consisting of Starbird and its
                         Related Banks, $150,000,000 from and including the
                         first day of the October Fiscal Month of each year and
                         ending on the last day of the January Fiscal Month of
                         the next year, and at all other times, $125,000,000.
                         Any reduction (or termination) of the Purchase Limit
                         pursuant to the terms of this Agreement shall reduce
                         ratably (or terminate) each Group's Investor Purchase
                         Limit; provided, that if any Departing Group shall
                         determine not to extend the Commitment Termination Date
                         or shall approve an extension of the Commitment
                         Termination Date based on a reduced Investor Purchase
                         Limit for their Group, then, if the Investors and Banks
                         in the other Groups shall nonetheless determine to
                         extend the Commitment Termination Date, effective from
                         such Commitment Termination Date, the Investor Purchase
                         Limit of the Departing Group shall be so reduced or
                         terminated.

                    (L)  The definition of "Net Receivables Pool Balance" is
                         restated in its entirety to read as follows:

                         "'Net Receivables Pool Balance' means at any time the
                         Outstanding Balance of Eligible Receivables then in the
                         Receivables Pool reduced by the sum of (without
                         duplication) (i) the aggregate amount by which the
                         Outstanding Balance of Eligible Receivables of each
                         Obligor then in the Receivables Pool exceeds the
                         product of (A) the Concentration Limit for such Obligor
                         multiplied by (B) the aggregate outstanding Capital of
                         all Receivable Interests (provided, that if such
                         Concentration Limit is calculated as a dollar amount,
                         then such dollar amount shall be used in lieu of the
                         product of clauses (A) and (B)), (ii) the aggregate
                         amount of Collections on hand at such time but not yet
                         applied to reduce the Outstanding Balance


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                         of a Pool Receivable, (iii) to the extent credit memos
                         exceed open deductions, the aggregate Outstanding
                         Balance of all Eligible Receivables in respect of which
                         any credit memo issued by an Originator or the Seller
                         is outstanding at such time to the extent not yet
                         applied to reduce the Outstanding Balance of a Pool
                         Receivable, (iv) the amount, if any, by which (A) the
                         aggregate Outstanding Balance of all Eligible
                         Receivables then in the Receivables Pool having
                         original due dates more than
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                         Outstanding Balance of all Receivables then in the
                         Receivables Pool and (ix) so long as the Ratings and
                         Leverage Period shall have occurred and shall be
                         continuing, an amount equal to the then Planned
                         Dilution Reserve."

                    (M)  The definition of "Purchase Limit" is amended in its
                         entirety to read as follows:

                         "'Purchase Limit' means $300,000,000 from and including
                         the first day of the October Fiscal Month of each year
                         and ending on the last day of the January Fiscal Month
                         of the next year, and at all other times, $250,000,000,
                         as such amount may be reduced pursuant to the
                         immediately succeeding sentence or Section 2.01(b). In
                         the event that the Facility Termination Date shall
                         occur solely under clause (d) of such defined term,
                         then on such Facility Termination Date the Purchase
                         Limit shall be reduced by the aggregate Bank
                         Commitments of the Banks in the Group for which such
                         Facility Termination Date has occurred (as such Bank
                         Commitments were in effect immediately prior to such
                         Facility Termination Date). References to the unused
                         portions of the Purchase Limit


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                         shall mean, at any time, the Purchase Limit, as then
                         reduced pursuant to Section 2.01(b), minus the then
                         outstanding Capital of Receivable Interests under this
                         Agreement."

                    (N)  The definition of "Subsidiary" is amended in its
                         entirety to read as follows:

                         "'Subsidiary' of a Person means a corporation,
                         partnership, joint venture, limited liability company
                         or other business entity of which a majority of the
                         shares of Capital Stock having ordinary voting power
                         for the election of directors or other governing body
                         (other than Capital Stock having such power only by
                         reason of the happening of a contingency) are at the
                         time beneficially owned directly or indirectly through
                         one or more Subsidiaries by such Person. Unless
                         otherwise specified, all references herein to a
                         'Subsidiary' or to 'Subsidiaries' shall refer to a
                         Subsidiary or Subsidiaries of the Parent."

                    (O)  The definition of "Weekly Reporting Period" is amended
                         in its entirety to read as follows:

                         "'Weekly Reporting Period' means the period beginning
                         on the first day of the December Fiscal Month of each
                         year and ending on the last day of the February Fiscal
                         Month of the next year; provided, that Weekly Reporting
                         Period shall mean the period beginning on the first day
                         of the January Fiscal Month of each year and ending on
                         the last day of the February Fiscal Month of each year
                         for so long as the Ratings and Leverage Period shall
                         have occurred and shall then be continuing."

               (ii) The following new definitions are hereby added in their
                    proper alphabetical order:

                    (A)  "'Attributable Indebtedness' means, at any time, the
                         amount of obligations outstanding at such time under
                         the legal documents entered into as part of a Permitted
                         Receivables Securitization Facility on any date of
                         determination that would be characterized as principal
                         if such Permitted Receivables Securitization Facility
                         were structured as a secured lending transaction rather
                         than as a purchase, less (i) any escrowed or pledged
                         cash proceeds which effectively secure, or are required
                         to be maintained as reserves by the applicable
                         Receivables Subsidiary for, the Indebtedness of the
                         Parent and its Subsidiaries in


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                         respect of, or the obligations of the Parent and its
                         Subsidiaries under, such Permitted Receivables
                         Securitization Facility, (ii) reasonable attorneys'
                         fees, accountants' fees, brokerage consultant and other
                         customary fees, underwriting commissions and other
                         reasonable fees and expenses actually incurred in
                         connection with such Permitted Receivables
                         Securitization Facility and (iii) any taxes paid or
                         reasonably estimated to be payable as a result
                         thereof."

                    (B)  "'Capital Stock' means any and all shares, interests,
                         participations or other equivalents (however
                         designated) of capital stock of a corporation, any and
                         all equivalent ownership interests in a Person (other
                         than a corporation) and any and all warrants, rights or
                         options to purchase any of the foregoing."

                    (C)  "'Capitalized Leases' means leases under which the
                         Parent or any of its Subsidiaries is the lessee or
                         obligor, the discounted future rental payment
                         obligations under which are required to be capitalized
                         on the balance sheet of the lessee or obligor in
                         accordance with GAAP."

                    (D)  "'Consolidated EBITDA' means, with respect to any
                         particular fiscal period, the amount equal to (a)
                         Consolidated Operating Profit (or Loss) for such
                         period, plus (b) in each case without duplication, and
                         to the extent deducted in calculating Consolidated
                         Operating Profit (or Loss) for such period, (i)
                         depreciation and amortization of the Parent and its
                         Subsidiaries, (ii) other non-cash charges of the Parent
                         and its Subsidiaries, and (iii) extraordinary losses of
                         the Parent and its Subsidiaries, and minus (c) to the
                         extent included in Consolidated Operating Profit (or
                         Loss) for such period, extraordinary gains of the
                         Parent and its Subsidiaries for such period, all
                         determined in accordance with GAAP."

                    (E)  "'Consolidated Operating Profit (or Loss)' means the
                         consolidated operating profit (or loss) of the Parent
                         and its Subsidiaries identified as such on the Parent's
                         income statement for any period, determined in
                         accordance with GAAP."

                    (F)  "'Consolidated Total Funded Debt' means, as of any date
                         of determination, with respect to the Parent and its
                         Subsidiaries, the amount equal to, without duplication,
                         (a) the aggregate amount of Indebtedness of the Parent
                         and


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                         its Subsidiaries, on a consolidated basis, relating to
                         (i) the borrowing of money or the obtaining of credit,
                         (ii) the deferred purchase price of assets (other than
                         trade payables incurred in the ordinary course of
                         business), (iii) any Synthetic Lease Obligation or any
                         Capitalized Leases, (iv) the face amount of all letters
                         of credit outstanding, (v) any Recourse Obligations,
                         plus (b) the aggregate amount of Indebtedness of the
                         type referred to in clause (a) of another Person (other
                         than the Parent or a Subsidiary thereof) guaranteed by
                         the Parent or any of its Subsidiaries plus (c) the
                         Attributable Indebtedness. In determining under clause
                         (a) of this definition the Indebtedness of the Parent
                         and its Subsidiaries under or in respect of any
                         Permitted Receivables Securitization Facility or under
                         clause (c) of this definition the Attributable
                         Indebtedness in respect of any Permitted Receivables
                         Securitization Facility, such Indebtedness or amount
                         shall be reduced by any escrowed or pledged cash
                         proceeds which effectively secure such Indebtedness or
                         the obligations of the Parent or any such Subsidiary
                         under such Permitted Receivables Securitization
                         Facility."

                    (G)  "'Credit Agreement' means the Revolving Credit
                         Agreement dated as of June 23, 2006 among Hasbro, Inc.,
                         and Hasbro SA as Borrowers, Bank of America, N.A., as
                         Administrative Agent, Swing Line Lender and L/C Issuer,
                         and the other lenders party thereto, Citibank, N.A. and
                         Citizen Bank of Massachusetts, as Co-Syndication
                         Agents, Commerzbank AG, New York and Grand Cayman
                         Branches, and BNP Paribas as Co-Documentation Agents
                         and Banc of America Securities LLC, as Sole Lead
                         Arranger and Sole Book Manager as the same may be
                         amended, modified or restated from time to time."

                    (H)  "'Debt/Earnings Ratio' means, for any fiscal quarter of
                         the Parent, the ratio of Consolidated Total Funded Debt
                         at the end of such fiscal quarter to Consolidated
                         EBITDA for the fiscal period consisting of such fiscal
                         quarter and the three preceding fiscal quarters."

                    (I)  "'Designated Borrower' means Hasbro SA, a corporation
                         organized under the laws of Switzerland and a
                         wholly-owned Subsidiary of the Parent."

                    (J)  "'GAAP' means generally accepted accounting principles
                         in the United States consistent with the opinions and
                         pronouncements of the Accounting Principles Board and


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                         the American Institute of Certified Public Accountants
                         and statements and pronouncements of the Financial
                         Accounting Standards Board or such other principles as
                         may be approved by a significant segment of the
                         accounting profession in the United States, that are
                         applicable to the circumstances as of the date of
                         determination, consistently applied."

                    (K)  "'Indebtedness' as applied to any Person, means,
                         without duplication:

                              (a) every obligation of such Person to repay money
                         borrowed,

                              (b) every obligation of such Person for principal
                         evidenced by bonds, debentures, notes or other similar
                         instruments, including obligations incurred in
                         connection with the acquisition of property, assets or
                         businesses,

                              (c) every reimbursement obligation of such Person
                         with respect to letters of credit, bankers' acceptances
                         or similar facilities issued for the account of such
                         Person,

                              (d) every obligation of such Person issued or
                         assumed as the deferred purchase price of property or
                         services (including securities repurchase agreements
                         but excluding (i) trade accounts payable or accrued
                         liabilities arising in the ordinary course of business,
                         (ii) earnout obligations in respect of assets or
                         businesses acquired prior to the Closing Date (as
                         defined in the Credit Agreement) and (iii) obligations
                         to repurchase any Lucas Warrant (as defined in the
                         Credit Agreement) under the Warrant Amendment Agreement
                         (as defined in the Credit Agreement),

                              (e) every obligation of such Person under any
                         Capitalized Lease,

                              (f) every obligation of such Person under any
                         Synthetic Lease Obligation,

                              (g) Indebtedness of any other entity (including
                         any partnership in which such Person is a general
                         partner) to the extent that such Person is liable
                         therefor as a result of such Person's ownership
                         interest in or other relationship with such entity,
                         except to the extent that the terms of such


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                         Indebtedness provide that such Person is not liable
                         therefor and such terms are enforceable under
                         applicable law,

                              (h) every obligation, contingent or otherwise, of
                         such Person guaranteeing, or having the economic effect
                         of guaranteeing or otherwise acting as surety for, any
                         obligation of a type described in any of clauses (a)
                         through (h) (the 'primary obligation') of another
                         Person (the 'primary obligor'), in any manner, whether
                         directly or indirectly, and including, without
                         limitation, any such obligation of such Person (i) to
                         purchase or pay (or advance or supply funds for the
                         purchase of) any security for the payment of such
                         primary obligation, (ii) to purchase property,
                         securities or services for the purpose of assuring the
                         payment of such primary obligation, or (iii) to
                         maintain working capital, equity capital or other
                         financial statement condition or liquidity of the
                         primary obligor so as to enable the primary obligor to
                         pay such primary obligation.

                         The 'amount' or 'principal amount' of any Indebtedness
                         at any time of determination represented by (w) any
                         Indebtedness, issued at a price that is less than the
                         principal amount at maturity thereof, shall be the
                         amount of the liability in respect thereof determined
                         in accordance with GAAP, (x) any Capitalized Lease
                         shall be the discounted aggregate rental obligations
                         under such Capitalized Lease required to be capitalized
                         on the balance sheet of the lessee in accordance with
                         GAAP and (y) any Synthetic Lease shall be the
                         stipulated loss value, termination value or other
                         equivalent amount."

                    (L)  "'Permitted Receivables Securitization Facility' means
                         any transaction or series of related transactions
                         providing for the financing of any Receivables (as
                         defined in the Credit Agreement); provided that any
                         such transaction shall be consummated on terms that
                         include terms substantially as described on Schedule
                         1.03 to the Credit Agreement or as the Required Lenders
                         (as defined in the Credit Agreement) may otherwise
                         consent, such consent not to be unreasonably withheld."

                    (M)  "'Planned Diluted Receivable' means that portion (and
                         only that portion) of any Originator Receivable which
                         is either reduced or cancelled as a result of the
                         application of a credit to such Receivable issued with
                         respect to a Planned Dilution."


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                    (N)  "'Planned Dilution' means, with respect to any
                         Originator Receivable, the aggregate amount of credits
                         which have been accrued for in advance by the relevant
                         Originator consistent with past practices and are
                         issued with respect to such Originator Receivable
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                    (O)  "'Planned Dilution Reserve' means as of any date of
                         determination during the period from and including the
                         first day of the January Fiscal Month of each year and
                         ending on the last day of the November Fiscal Month of
                         each year, an amount equal to the sum of (a) the
                         Planned Dilution Reserve as shown on the Monthly Report
                         for the immediately preceding Fiscal Month plus (b)
                         amounts representing total accruals for Planned
                         Dilution during the current Fiscal Month earned, but
                         not yet paid
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                    (P)  "'Ratings and Leverage Period' means any period of time
                         during which the Parent's Debt Rating is at least BBB-
                         by S&P or Baa1 by Moody's or BBB- by Fitch (provided,
                         that at no time during such period shall the Parent's
                         Debt Rating be below BB+ by S&P or Ba1 by Moody's or
                         BB+ by Fitch) and the Debt/Earnings Ratio for the most
                         recent fiscal quarter is less than or equal to 2:75 to
                         1:0.

                    (Q)  "'Receivables Subsidiary" means any special purpose,
                         bankruptcy-remote corporation, limited liability
                         company, trust or other entity established and majority
                         owned by the Parent that purchases, receives
                         contributions of, or receives financing secured by,
                         Receivables (as defined in the Credit


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                         Agreement) generated by the Parent or any of its
                         Subsidiaries."

                    (R)  "'Recourse Obligations' of a Person means all sales
                         with recourse by such Person of (i) accounts or general
                         intangibles for money due or to become due, (ii)
                         chattel paper, instruments or documents creating or
                         evidencing a right to payment of money or (iii) other
                         receivables (collectively 'receivables'), whether
                         pursuant to a purchase facility or otherwise, other
                         than in connection with the disposition of the business
                         operations of such Person relating thereto or a
                         disposition of defaulted receivables for collection and
                         not as a financing arrangement, and together with any
                         obligation of such Person to pay any discount,
                         interest, fees, indemnities, penalties, recourse,
                         expenses or other amounts in connection therewith. The
                         outstanding amount of any Recourse Obligation shall be
                         the portion of the principal investment of the
                         purchaser thereof (other than the Parent or a
                         Significant Subsidiary) as to which recourse to such
                         Person exists, in any event excluding amounts
                         representative of yield and interest earned on such
                         investment."

                    (S)  "'Significant Subsidiary' means (a) the Designated
                         Borrower, (b) any other Subsidiary of the Parent (other
                         than any Receivables Subsidiary), which, either alone
                         or together with the Subsidiaries of such Subsidiary,
                         meets either of the following conditions:

                              (i) the investments of the Parent and its
                              Subsidiaries in, or their proportionate share
                              (based on their equity interests) of the book
                              value of the total assets (after intercompany
                              eliminations) of, the Subsidiary in question
                              exceed 10% of the book value of the total assets
                              of the Parent and its Subsidiaries on a
                              consolidated basis, or

                              (ii) the equity of the Parent and its Subsidiaries
                              in the revenues of the Subsidiary in question
                              exceeds 10% of the revenues from continuing
                              operations of the Parent and its Subsidiaries on a
                              consolidated basis for the Parent's most recent
                              fiscal year; or

                         (c) Any other Subsidiary of the Parent designated as a
                         'Significant Subsidiary' by the Parent in a written
                         notice to the Administrative Agent (as defined in the
                         Credit Agreement) with a copy to the Program Agent."


                                       14

<PAGE>

                    (T)  "'Synthetic Lease Obligation' means the monetary
                         obligation of a Person under (a) a so-called synthetic,
                         off-balance sheet or tax retention lease, or (b) an
                         agreement for the use or possession of property
                         creating obligations that do not appear on the balance
                         sheet of such Person but which, upon the insolvency or
                         bankruptcy of such Person, would be characterized as
                         the indebtedness of such Person (without regard to
                         accounting treatment)".

          (b)  Section 1.02 of the Agreement is amended by deleting the term
               "generally accepted accounting principles" and replacing it with
               the term "GAAP".

          (c)  Section 4.01(e) of the Agreement is amended by deleting the date
               "December 10, 2003" in line five thereof and replacing it with
               the date "December 25, 2005".

          (d)  Section 4.02(e) of the Agreement is amended by deleting the date
               "September 28, 2003" in line seven thereof and replacing it with
               the date "December 25, 2005".

          (e)  Clause (x) of Section 5.01(k) of the Agreement is amended in its
               entirety to read as follows:

                         "(x) at the time of the delivery of the financial
                    statements provided for in clauses (i) and (ii) of this
                    paragraph, (A) a certificate of the chief financial officer
                    or the treasurer of the Seller to the effect that, to the
                    best of such officer's knowledge, no Event of Termination
                    has occurred and is continuing or, if any Event of
                    Termination has occurred and is continuing, specifying the
                    nature and extent thereof and (B) a copy of the Compliance
                    Certificate (as defined in the Credit Agreement)
                    corresponding to such fiscal period and setting forth the
                    calculation of the Debt/Earnings Ratio for the most recent
                    fiscal quarter in reasonable detail;"

          (f)  Section 6.02(g)(iv) of the Agreement is amended by deleting the
               proviso clause contained therein and replacing it in its entirety
               as follows:

                    ", provided, however, that so long as the Ratings and
                    Leverage Period shall have occurred and shall be continuing,
                    such Daily Report need not be submitted during a Weekly
                    Reporting Period."

          (g)  Section 7.01(h)(iv) is restated in its entirety to read as
               follows:

                    "(iv)(A) if such last day of such Fiscal Month does not
                    occur during the Ratings and Leverage Period, the average of
                    such Dilution Ratios for such Fiscal Month and the two
                    immediately preceding Fiscal Months shall exceed


                                       15

<PAGE>

                    ____________________________________________________________
                    ____________________________________________________________
                    ____________________________________________________________
                    ____________________________________________________________
                    ____

          (h)  Section 7.01 of the Agreement is further amended by adding the
               word "or" at the end of subsection (o) thereof and adding a new
               subsection (p) as follows:

                         "(p) The aggregate outstanding Capital of all
                    Receivable Interests at any time shall exceed the Purchase
                    Limit then in effect for more than five Business Days after
                    the delivery of the most recent Seller Report which
                    indicates such an excess;"

          (i)  Annex A-1 (Monthly Report) is deleted in its entirety and
               replaced with Exhibit I to this Amendment Agreement.

          (j)  Annex F (Applicable Margin) is deleted in its entirety and
               replaced with Exhibit II to this Amendment Agreement.

          (k)  Schedule III (Fiscal Months) is deleted in its entirety and
               replaced with Exhibit III to this Amendment Agreement.

          SECTION 2. Effectiveness. This Amendment Agreement shall become
effective as of the date hereof at such time that (i) executed counterparts of
this Amendment Agreement and a replacement Fee Agreement (in form and substance
satisfactory to each Investor Agent party thereto) have been delivered by each
party hereto and thereto to the other parties hereto and thereto, (ii) a
non-refundable up-front fee
________________________________________________________________________________
________________________________________________________________________________
and delivered to the Program Agent and (iv) documents of the type described in
Section 3.01(a), (b) and (g) (but not with respect to true sale,
non-consolidation or UCC) of the Agreement relating to the execution and
delivery of this Amendment Agreement and the Agreement as amended hereby, in
form and substance satisfactory to the Program Agent, have been delivered to the
Program Agent.

          SECTION 3. Consent. Pursuant to Section 5.01(m) of the Agreement, each
of the Program Agent and each Investor Agent hereby consents to an amendment to
the Originator Purchase Agreement amending Section 4.01(f) thereof.

          SECTION 4. Representations and Warranties. Each of the Seller and the
Collection Agent represents and warrants that each of the representations and
warranties contained in Section 4.01 and Section 4.02, respectively, of the
Agreement (after giving effect to this Amendment Agreement) are correct in all
material respects on and as of the date of this Amendment Agreement as though
made on and as of such date.


                                       16

<PAGE>

          SECTION 5. Confirmation of Agreement. Each reference in the Agreement
to "this Agreement" or "the Agreement" shall mean the Agreement as amended by
this Amendment Agreement, and as hereafter amended or restated. Except as herein
expressly amended, the Agreement is ratified and confirmed in all respects and
shall remain in full force and effect in accordance with its terms.

          SECTION 6. Confirmation and Amendment of Parent Undertaking. (a) The
Parent, as the undertaking party under the Parent Undertaking, hereby consents
to the terms of this Amendment Agreement and hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment Agreement, the Parent
Undertaking is, and shall continue to be, in full force and effect and shall
apply to the Agreement as amended by this Amendment Agreement and the Parent
Undertaking is hereby ratified and confirmed.

          (b) The Parent and the Program Agent (as assignee of the Seller) agree
to amend Section 5(e) of the Parent Undertaking by deleting the date "June 29,
2003" in line seven thereof and replacing it with the date "December 25, 2005".

          SECTION 7. Costs and Expenses. The Seller agrees to pay on demand all
reasonable costs and expenses in connection with the preparation, execution and
delivery of this Amendment Agreement and any other documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Program Agent, the Investor Agents, the Investors
and the Banks with respect thereto.

          SECTION 8. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL, IN
ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT
WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

          SECTION 9. Execution in Counterparts. This Amendment Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment Agreement.

                [Remainder of this page intentionally left blank]


                                       17

<PAGE>

          IN WITNESS WHEREOF, the parties have caused this Amendment Agreement
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                        HASBRO RECEIVABLES FUNDING, LLC,
                                        as the Seller


                                        By: /s/ Martin R. Trueb
                                            ------------------------------------
                                        Name: Martin R. Trueb
                                        Title: Senior Vice-President,
                                               Treasurer


                                        CAFCO, LLC, as an Investor

                                        By: Citicorp North America,
                                            Inc., as Attorney-in-Fact


                                        By: /s/ Patricia Schaupp
                                            ------------------------------------
                                        Name: Patricia Schaupp
                                        Title:
                                               ---------------------------------


                                        STARBIRD FUNDING CORPORATION,
                                        as an Investor


                                        By: /s/ Franklin P. Collazo
                                            ------------------------------------
                                        Name: Franklin P. Collazo
                                        Title: Secretary


                                        CITICORP NORTH AMERICA, INC.,
                                        as Program Agent and as an
                                        Investor Agent


                                        By: /s/ Patricia Schaupp
                                            ------------------------------------
                                        Name: Patricia Schaupp
                                        Title:
                                               ---------------------------------




                                       18
<PAGE>

                                        CITIBANK, N.A., as a Bank


                                        By: /s/ Patricia Schaupp
                                            ------------------------------------
                                        Name: Patricia Schaupp
                                        Title:
                                               ---------------------------------


                                        BNP PARIBAS, NEW YORK BRANCH
                                        as a Bank and as an Investor Agent


                                        By: /s/ Sean Reddington
                                            ------------------------------------
                                        Name: Sean Reddington
                                        Title: Managing Director


                                        By: /s/ Michael Gonik
                                            ------------------------------------
                                        Name: Michael Gonik
                                        Title: Director


                                        HASBRO, INC., as an Originator and as
                                        Collection Agent


                                        By: /s/ Martin R. Trueb
                                            ------------------------------------
                                        Name: Martin R. Trueb
                                        Title: Senior Vice-President,
                                               Treasurer


                                        WIZARDS OF THE COAST, INC., as an
                                        Originator


                                        By: /s/ Martin R. Trueb
                                            ------------------------------------
                                        Name: Martin R. Trueb
                                        Title: Senior Vice-President,
                                               Treasurer


                                       19
<PAGE>

                                  EXHIBIT-I TO

                         AMENDMENT NO. 8 TO RECEIVABLES

                               PURCHASE AGREEMENT

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

       [Exhibit omitted pursuant to a request for confidential treatment]

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

<PAGE>

                                  EXHIBIT-II TO

                         AMENDMENT NO. 8 TO RECEIVABLES

                               PURCHASE AGREEMENT

<PAGE>

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

       [Exhibit omitted pursuant to a request for confidential treatment]

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

<PAGE>

                                 EXHIBIT-III TO

                         AMENDMENT NO. 8 TO RECEIVABLES

                               PURCHASE AGREEMENT

                                 (Fiscal Months)

<PAGE>

                                  SCHEDULE III

                                  FISCAL MONTHS

HASBRO, INC.
FISCAL YEARS PLANNING CALENDAR
2005-2020

<TABLE>
<CAPTION>
                         2005       2006       2007       2008       2009       2010       2011
                       --------   --------   --------   --------   --------   --------   --------
<S>   <C>              <C>        <C>        <C>        <C>        <C>        <C>        <C>
JAN   Beginning Date   12/27/04   12/26/05     1/1/07   12/31/07   12/29/08   12/28/09   12/27/10
      Ending Date       1/23/05    1/29/06    1/28/07    1/27/08    1/25/09    1/24/10    1/23/11
      Weeks in Mo             4          5          4          4          4          4          4

FEB   Beginning Date    1/24/05    1/30/06    1/29/07    1/28/08    1/26/09    1/25/10    1/24/11
      Ending Date       2/27/05     3/5/06     3/4/07     3/2/08     3/1/09    2/28/10    2/27/11
      Weeks in Mo             5          5          5          5          5          5          5

MAR   Beginning Date    2/28/05     3/6/06     3/5/07     3/3/08     3/2/09     3/1/10    2/28/11
      Ending Date       3/27/05     4/2/06     4/1/07    3/30/08    3/29/09    3/28/10    3/27/11
      Weeks in Mo             4          4          4          4          4          4          4

APR   Beginning Date    3/28/05     4/3/06     4/2/07    3/31/08    3/30/09    3/29/10    3/28/11
      Ending Date       4/24/05    4/30/06    4/29/07    4/27/08    4/26/09    4/25/10    4/24/11
      Weeks in Mo             4          4          4          4          4          4          4

MAY   Beginning Date    4/25/05     5/1/06    4/30/07    4/28/08    4/27/09    4/26/10    4/25/11
      Ending Date       5/29/05     6/4/06     6/3/07     6/1/08    5/31/09    5/30/10    5/29/11
      Weeks in Mo             5          5          5          5          5          5          5

JUN   Beginning Date    5/30/05     6/5/06     6/4/07     6/2/08     6/1/09    5/31/10    5/30/11
      Ending Date       6/26/05     7/2/06     7/1/07    6/29/08    6/28/09    6/27/10    6/26/11
      Weeks in Mo             4          4          4          4          4          4          4

JUL   Beginning Date    6/27/05     7/3/06     7/2/07    6/30/08    6/29/09    6/28/10    6/27/11
      Ending Date       7/24/05    7/30/06    7/29/07    7/27/08    7/26/09    7/25/10    7/24/11
      Weeks in Mo             4          4          4          4          4          4          4

AUG   Beginning Date    7/25/05    7/31/06    7/30/07    7/28/08    7/27/09    7/26/10    7/25/11
      Ending Date       8/28/05     9/3/06     9/2/07    8/31/08    8/30/09    8/29/10    8/28/11
      Weeks in Mo             5          5          5          5          5          5          5

SEP   Beginning Date    8/29/05     9/4/06     9/3/07     9/1/08    8/31/09    8/30/10    8/29/11
      Ending Date       9/25/05    10/1/06    9/30/07    9/28/08    9/27/09    9/26/10    9/25/11
      Weeks in Mo             4          4          4          4          4          4          4

OCT   Beginning Date    9/26/05    10/2/06    10/1/07    9/29/08    9/28/09    9/27/10    9/26/11
      Ending Date      10/23/05   10/29/06   10/28/07   10/26/08   10/25/09   10/24/10   10/23/11
      Weeks in Mo             4          4          4          4          4          4          4

NOV   Beginning Date   10/24/05   10/30/06   10/29/07   10/27/08   10/26/09   10/25/10   10/24/11
      Ending Date      11/27/05    12/3/06    12/2/07   11/30/08   11/29/09   11/28/10   11/27/11
      Weeks in Mo             5          5          5          5          5          5          5

DEC   Beginning Date   11/28/05    12/4/06    12/3/07    12/1/08   11/30/09   11/29/10   11/28/11
      Ending Date      12/25/05   12/31/06   12/30/07   12/28/08   12/27/09   12/26/10   12/25/11
      Weeks in Mo             4          4          4          4          4          4          4

      WEEKS IN YR            52         53         52         52         52         52         52
</TABLE>