**Exhibit
      10.2**






**FIFTH
      AMENDMENT TO AMENDED AND RESTATED** **CREDIT
      AGREEMENT**







This
      Fifth Amendment to Amended and Restated Credit Agreement (herein, the
      "Amendment") is entered into as of June 28, 2007 by and among Learning
      Curve Brands, Inc. (formerly known as RC2 Brands, Inc.) ("LCB"), Learning Curve
      International, Inc. ("LCI"), The First Years Inc. ("TFY"), Racing Champions
      Worldwide Limited ("RCWL"; LCB, LCI, TFY, and RCWL being referred to herein
      collectively as the "Borrowers"), Harris N.A., as Administrative Agent, and
      the
      Lenders party hereto.




**PRELIMINARY
      STATEMENTS**




A.           The
      Borrowers, the Lenders and the Administrative Agent entered into an Amended
      and
      Restated Credit Agreement dated as of September 15, 2004 as heretofore
      amended (the "Credit Agreement").  All capitalized terms used herein
      without definition shall have the same meanings herein as such terms have in
      the
      Credit Agreement.




B.           The
      Borrowers have requested that the Required Lenders (i) amend the Interest
      Coverage Ratio definition and (ii) amend the Restricted Payments definition,
      and
      the Lenders are willing to do so under the terms and conditions set forth
      herein.




NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the parties hereto agree as follows:




SECTION
      1.                               AMENDMENTS




Subject
      to the satisfaction of the conditions precedent set forth in Section 2 below,
      the Credit Agreement shall be and hereby is amended as follows:




1.1.           The
      definition of *"Interest Coverage Ratio"* appearing in Section 5.1 of the
      Credit Agreement shall be amended and restated in its entirety to read as
      follows:




"*Interest
      Coverage Ratio*" means, at any time the same is to be determined, the ratio
      of (a) EBITDA of the Company for the four consecutive fiscal quarters of the
      Company then ended *minus* Capital Expenditures during the same four
      fiscal quarters then ended to (b) Interest Expense of the Company for the same
      four fiscal quarters then ended *plus* Restricted Payments (other than up
      to $75,000,000 for Restricted Payments permitted by Section 8.12(iii) hereof)
      made during the same four fiscal quarters then ended."




2.2.           Exhibit
      E to the Credit Agreement shall be amended and restated as set forth on Exhibit
      E attached hereto.







SECTION
      2.                               CONDITIONS
      PRECEDENT.




The
      effectiveness of this Amendment is subject to the satisfaction of all of the
      following conditions precedent:




2.1.           The
      Borrowers and the Required Lenders shall have executed and delivered this
      Amendment.




2.2.           Legal
      matters incident to the execution and delivery of this Amendment shall be
      satisfactory to the Administrative Agent and its counsel.




SECTION
      3.                              
REPRESENTATIONS.




In
      order
      to induce the Lenders to execute and deliver this Amendment, the Borrowers
      hereby represent to the Lenders that, as of the date hereof, the representations
      and warranties set forth in Section 6 of the Credit Agreement are and shall
      be
      and remain true and correct (except that the representations contained in
      Section 6.5 shall be deemed to refer to the most recent financial statements
      of
      the Company delivered to the Lenders) and the Borrowers are in compliance with
      the terms and conditions of the Credit Agreement and no Default or Event of
      Default has occurred and is continuing under the Credit Agreement or shall
      result after giving effect to this Amendment.




SECTION
      4.                               MISCELLANEOUS




4.1.           Except
      as specifically amended herein, the Credit Agreement shall continue in full
      force and effect in accordance with its original terms.  Reference to
      this specific Amendment need not be made in the Credit Agreement, the Notes,
      or
      any other instrument or document executed in connection therewith, or in any
      certificate, letter or communication issued or made pursuant to or with respect
      to the Credit Agreement, any reference in any of such items to the Credit
      Agreement being sufficient to refer to the Credit Agreement as amended
      hereby.




4.2.           This
      Amendment may be executed in any number of counterparts, and by the different
      parties on different counterpart signature pages, all of which taken together
      shall constitute one and the same agreement.  Any of the parties
      hereto may execute this Amendment by signing any such counterpart and each
      of
      such counterparts shall for all purposes be deemed to be an
      original.  This Amendment shall be governed by the internal laws of
      the State of Illinois.




[SIGNATURE
      PAGES FOLLOW.]




2







This
      Fifth Amendment to Amended and Restated Credit Agreement is entered into as
      of
      the date and year first above written.




LEARNING
      CURVE BRANDS, INC. (f/k/a RC2 Brands, Inc.)


LEARNING
      CURVE INTERNATIONAL, INC.


THE
      FIRST
      YEARS INC., a Massachusetts corporation


RACING
      CHAMPIONS WORLDWIDE LIMITED




By
        /s/  Curtis W.
        Stoelting
 Name:  Curtis W. Stoelting
 Title:  Chief
        Executive Officer of LCB and LCI,
 President of TFY and
        Director of RCWL







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Accepted
      and agreed to as of the date and year first above written.




HARRIS
      N.A., in its individual capacity and


as
      Administrative Agent





By/s/  Karen
                Knudsen


Name:  Karen Knudsen Title:  Managing Director







NATIONAL
                CITY BANK




By
                /s/  Todd
                Kustelnik Its:  Vice
                President





U.S.
                BANK NATIONAL ASSOCIATION





By
                /s/   Jason C.
                Nadler


Its:  Vice
                President





LASALLE
      BANK NATIONAL ASSOCIATION





By/s/  Michael F.
                Perry


Its:  First
                Vice President





FIFTH
                THIRD BANK (CHICAGO), a Michigan Banking
                Corporation





By/s/   Kim
                Puszczewicz


Its:   Vice President





THE
                NORTHERN TRUST COMPANY





By
                /s/  Kanika
                Agarwal Its:  Commercial Banking Officer




ASSOCIATED
                BANK, N.A.





By
                /s/  Daniel
                Holzhauer


Its:  Vice
                President





CHARTER
                ONE BANK N.A.


By_________________________


Its_______________________


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