EXHIBIT 10.86

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Amended Employment Agreement"), effective as of January 1, 2001, amends that certain Employment Agreement, dated as of
September, 22, 1999, as amended (the "Original Agreement"), by and between The Harvey Entertainment Company (the "Company") and Glenn Weisberger ("Employee"). Capitalized terms not expressly defined
therein shall have the meanings specified in the Original Agreement.

WHEREAS,
the Company desires to continue the services of Employee on a nonexclusive basis, and Employee desires to continue in the employ of the Company upon the terms and conditions
set forth below.

WHEREAS,
the Company desires to reduce the term of the Original Agreement from its current end date of October 4, 2002 to June 30, 2001 and the Company further desires
to reduce the remaining salary due to Employee under the Original Agreement as of the Effective Date from approximately $325,000 to $90,000, and the Employee is willing to accept such reductions on
the terms and conditions set forth herein.

NOW,
THEREFORE, the Company and Employee agree as follows:

1.POSITION AND DUTIES: REPORTING



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2.COMPENSATION. The Company shall pay to Employee a monthly salary of $15,000, less required withholding. Payments
shall be made according to the Company's normal payroll payments, one half of the amount due on the last business day before the 15th of each month and the other one half due on the last business day
of each month. Employee shall not be eligible for any incentive compensation, vacation accruals or other benefits customarily available to employees of the Company, except as provided herein. Employee
shall have no duty or obligation to mitigate any of the salary due under this Paragraph 2, and the Company shall have no right of offset of such salary, in the event any other employer hires
Employee during the Term. Employee shall have no obligation to account to the Company for any earnings he receives from any other employer.

3.WARRANTS AND STOCK OPTIONS.



4.EXPENSES. The Company shall reimburse or pay Employee for all usual, reasonable and necessary expenses paid or
incurred by Employee in the performance of his duties hereunder, consistent with the Company's expense reimbursement policies, and subject to receipt by the Company of appropriate documentary proof of
all expenditures for which reimbursement is sought.

5.EMPLOYEE BENEFITS. Employee shall be entitled to no benefits other than health insurance coverage.



6.TERM. The period of Employee's employment with the Company hereunder (the "Term") shall commence on the Effective
Date and shall terminate upon the first to occur of the following events: (i) June 30, 2001, (ii) such time that Employee accepts full-time employment with a new
employer and is no longer able to provide services to the Company in accordance with this Agreement, (iii) the death of Employee, or (iv) the discharge of Employee for Cause. "Cause"
shall mean, and be limited to, (x) acts of deliberate dishonesty constituting either the commission of a felony or the misappropriation of substantial corporate assets for personal benefit,
(y) willful failure to observe or follow reasonable and explicit instructions or directives of the Company, or (z) willful malfeasance or willful failure to act involving material
nonfeasance, if in either case such malfeasance or nonfeasance would have a material adverse effect on the Company. In the event of discharge of Employee for Cause, the Company agrees to give written
notice to Employee specifying the claimed Cause and, provided such Cause is curable, to permit Employee to correct the claimed Cause as soon as practical thereafter, but
no later than seven (7) business days after receipt of the applicable notice; provided, however, in no event shall Employee have the right to cure if Cause is based on clause (x) of this

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Paragraph 6. Upon the termination of Employee's employment pursuant to this Paragraph 6, the Company shall have no further liability or obligation of any kind or nature whatsoever to
Employee under this Amended Employment Agreement, except that any unpaid salary accrued or earned by Employee to the date of termination and any expenses for which Employee has become entitled to
reimbursement under Paragraph 4 prior to the date of termination, shall be paid by the Company to Employee or his estate.

7.NONDISCLOSURE OF CONFIDENTIAL INFORMATION.



8.RIGHT TO INJUNCTION/REMEDIES. Employee acknowledges that the Company's remedies at law for a breach by him of the
provisions of Paragraphs 1 and 7 hereof will be inadequate. Accordingly, in
the event of the breach or threatened breach by Employee of any such provisions, the Company shall be entitled to seek injunctive relief in addition to any other remedies it may have. In the event of
any breach by the Company of this Amended Employment Agreement, Employee shall be limited to his remedy at law for damages, if any, and shall not have the right to terminate or rescind this Amended
Employment Agreement or in any way to enjoin or restrain the production, distribution, advertising or other exploitation of any motion pictures or other productions, it being specifically agreed that
all rights granted and agreed to be granted to the Company under this Amended Employment Agreement shall be irrevocably vested in the Company and shall not be subject to rescission for any cause.

9.ASSIGNMENT. Employee may not assign, transfer or convey this Amended Employment Agreement, or any interest herein.
This Amended Employment Agreement and all of the Company's rights and obligations hereunder may be assigned or transferred by it, in whole, but not in part, to and shall be binding upon and inure to
the benefit of any successor of the Company, but any such assignment shall not relieve the Company of any of its obligations. The term successors shall mean only any corporation or other business
entity which by merger, consolidation, purchase of assets or otherwise succeeds to, or otherwise acquires, all or substantially all of the assets of the Company.

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10.ARBITRATION.



11.INDEMNITY. Employee shall be entitled to the benefit of indemnification to the fullest extent permitted by
applicable law at the time of assertion of any liability against Employee in connection with his employment hereunder.

12.MUTUAL GENERAL RELEASES AND WAIVER OF CIVIL CODE SECTION 1542. Employee, on the one hand, and the Company, on the
other, on behalf of themselves and their respective predecessors, successors and assigns and their respective officers, directors, employees, representatives and shareholders do hereby remise, release
and forever discharge the other and their respective predecessors, successors and assigns and, in the case of Employee, release hereunder, the Company's officers, directors, shareholders, agents,
employees, representatives, attorneys and all affiliated parent or subsidiary corporations or divisions and each of them, of and from any and all claims, rights, debts, liabilities, demands,
obligations, promises, acts, agreements, costs and expenses (all of the foregoing being referred to collectively as the "Claims and Expenses") (including, but not limited to, unknown Claims and
Expenses through and including the Effective Date, including, without limitation, any and all Claims and Expenses in any way based on, arising out of or related to the Original Agreement or Employee's
employment with the Company prior to the Effective Date), as well as any claim not set forth in this Amended Employment Agreement for severance pay, bonus, sick leave, holiday pay, vacation pay, life
insurance, health and medical insurance or any other fringe benefit, workers'
compensation or disability under Title VII of the Civil Rights Acts of 1964, the Americans with Disabilities Act, or the California Fair Employment and Housing Act, INCLUDING, BUT NOT LIMITED TO, ALL
CLAIMS FOR BREACHES OF THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, as amended (the "Age Act"), PROVIDED, HOWEVER that this general release is not intended to and shall not be construed as a
release of any rights, obligations or warranties of the parties under this Amended Employment Agreement and of any rights of Employee to indemnification under California law and the Company's Articles
and bylaws.

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Said parties, and each of them, expressly waive and relinquish all rights and benefits under Section 1542 of the Civil Code of California, which reads as follows:



Said
parties, and each of them, acknowledge that they, or any of them, may hereafter discover facts different from or in addition to those they, or any of them, now know or believe to
be true with respect to the Claims and Expenses herein released, and agree that this Amended Employment Agreement shall be and remain effective in all respects, notwithstanding such different or
additional facts. It is the intention hereby fully, finally and forever to settle and release all Claims and Expenses which do now exist, may exist or heretofore have existed between Employee, on the
one hand, and the Company (or any of its predecessors in interest in the Original Agreement), on the other, in any way based on, arising out of or related to the Original Agreement or Employee's
employment with the Company prior to the Effective Date. In furtherance of such intention, among other things, the releases herein given shall be and remain in full force and effect as full and
complete mutual general releases to the full extent of their terms, and the Original Agreement shall be and remain of no further force or effect, notwithstanding the discovery or existence of any such
additional or different claims or facts relative thereto, and notwithstanding the breach of any terms or conditions of this Amended Employment Agreement.

13.NOTICES. All notices hereunder shall be in writing and shall be given either by personal delivery, telegram or
telecopy (toll prepaid) or by registered or certified mail (postage prepaid) to the appropriate party at the address listed below, and the date of such personal delivery, mailing, telegraphing or
telecopying shall be the date of the giving of such notice.

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| |  | If to the Company: |  | The Harvey Entertainment Company
11835 W. Olympic Blvd., Suite 550E
Los Angeles, California 90064
Attention: Chairman of the Board
| |  | ------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------
| |  | If to Employee:    |  | Glenn Weisberger
3930 Sunsetridge Road
Moorpark, CA 93021                                                                         

14.MISCELLANEOUS.



15.AGE ACT ACKNOWLEDGMENT. EMPLOYEE ACKNOWLEDGES THAT PURSUANT TO THE TERMS OF THE AGE ACT, HE MAY SIGN THIS AGREEMENT
AT ANY TIME BETWEEN TODAY'S DATE AND 21 DAYS AFTER THE DATE OF DELIVERY OF THIS AGREEMENT TO HIM. AFTER EMPLOYEE SIGNS AND RETURNS THIS AGREEMENT TO COMPANY, EMPLOYEE HAS SEVEN (7) DAYS (THE
"REVOCATION PERIOD") TO NOTIFY COMPANY THAT HE HAS DECIDED TO WITHDRAW HIS ACCEPTANCE OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BECOME EFFECTIVE AND NO PAYMENTS WILL BE MADE HEREUNDER UNTIL THE END
OF THE SEVEN-DAY REVOCATION PERIOD. NO PAYMENTS OR OBLIGATIONS REQUIRED HEREUNDER WILL BE MADE OR UNDERTAKEN BY EITHER PARTY UNTIL SUCH TIME AS THIS AGREEMENT HAS BECOME EFFECTIVE.

EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ, FULLY UNDERSTOOD AND VOLUNTARILY EXECUTED THIS AGREEMENT. EMPLOYEE UNDERSTANDS THAT THIS IS A LEGAL DOCUMENT
AND THAT HE HAS PREVIOUSLY

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BEEN ADVISED THAT HE MAY CONSULT WITH AN ATTORNEY CONCERNING HIS RIGHTS UNDER THIS AGREEMENT AND WITH THE COMPANY, AND THAT HE HAS RETAINED COUNSEL. EMPLOYEE UNDERSTANDS THAT, BY THIS AGREEMENT, HE IS
RELEASING THE COMPANY FROM, AMONG OTHER THINGS, ANY CLAIMS HE MAY HAVE MADE UNDER THE AGE ACT, AND THE RELEASE CONTAINED HEREIN DOES NOT COVER ANY CLAIMS THAT MAY ARISE AFTER THE REVOCATION PERIOD.

16.EFFECTIVE DATE. This Amended and Restated Employment Agreement shall become effective (the "Effective Date") as of
January 1, 2001.

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

|EMPLOYEE                |  | THE HARVEY ENTERTAINMENT COMPANY
|----------------------- |  | --------------------------------
|                        |  | By:                             
|/s/ GLENN R. WEISBERGER |  |                                 
|                        |  |                                 
|GLENN WEISBERGER        |  |                                 

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