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                                                                  EXHIBIT 10.102

                          RUSS BERRIE AND COMPANY, INC.

                              AMENDED AND RESTATED

                                      2004

                          EMPLOYEE STOCK PURCHASE PLAN

                            EFFECTIVE JANUARY 3, 2006

1. PURPOSE OF PLAN

      The purpose of the 2004 Employee Stock Purchase Plan, as amended and
restated as set forth herein (the "Plan"), is to provide to Participants (as
defined herein) an opportunity, through regular payroll savings, to acquire
Common Stock (as defined herein) at a discount from its market price, and to
thereby offer Participants a share in the growth of Russ Berrie and Company,
Inc. (the "Company"). The Plan is intended to meet the requirements of an
"employee stock purchase plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986, as it may be amended from time to time (the "Code").

2. CERTAIN DEFINITIONS

      2.1 "Account" shall mean the account or accounts created under Section
5.1, to which shall be credited all amounts deducted from the Participants'
Compensation pursuant to a payroll deduction authorization.

      2.2 "Board" shall mean the Board of Directors of the Company.

      2.3 "Committee" shall mean the Committee provided by Section 11 to
administer the Plan.

      2.4 "Common Stock" shall mean the Common Stock, $0.10 stated value per
share, of the Company.

      2.5 "Compensation" shall mean, for any Plan Year, a Participant's basic
salary and commissions earned in such Plan Year, exclusive of overtime, bonuses
and any other special pay.

      2.6 "Disability" shall mean a physical or mental incapacity of a
Participant which renders such Participant totally and permanently incapable of
performing his or her duties with a Participating Company, provided that a
Participant's receipt of Social Security disability benefits shall be conclusive
evidence of Disability hereunder.

      2.7 "Eligible Employee" shall mean, for any Plan Year, any full-time
employee of a Participating Company. Notwithstanding the foregoing, an "Eligible
Employee" shall not include any employee (i) whose customary employment is 20
hours or less per week or not more than five months in any Plan Year, or (ii)
who, immediately after an Option is granted, owns (within the meaning of Section
424(d) of the Code) Common Stock possessing five percent or more of the total
combined voting power or value of all classes of Common Stock of the Company or
of any subsidiary of the Company.

      2.8 "Option" shall mean the option granted to a Participant pursuant to
Section 4.

      2.9 "Option Price" shall mean, for each Plan Year, the lesser of 85% of
the closing sales price of the Common Stock on (i) the first trading day of such
Plan Year or (ii) the last trading day of such Plan Year, in each case on the
New York Stock Exchange or such other national securities exchange as the Common


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Stock may then be traded, or if no sale shall have occurred on either such date
on any such exchange, on the first preceding date on which a sale of Common
Stock so occurred.(1)

      2.10 "Participant" shall mean any Eligible Employee who has become a
Participant in the Plan as provided by Section 3 and whose participation has not
been terminated as provided by Sections 7 through 9.

      2.11 "Participating Company" shall mean the Company and any subsidiary of
the Company which the Committee, in its discretion, authorizes to participate in
the Plan.

      2.12 "Plan Year" shall mean the calendar year.

3. PARTICIPATION

      An Eligible Employee shall become a Participant as of the first day of any
Plan Year by filing a payroll deduction authorization (and any other
documentation that the Committee may require) for such Plan Year not later than
the date set by the Committee.

4. GRANT OF OPTION AND PURCHASE OF STOCK

      4.1 An Option will be granted to each Participant as of the first trading
day of each Plan Year to purchase from the Company the number of full shares of
Common Stock that may be purchased at the Option Price with the aggregate amount
that will be credited to such Participant in his or her Account during that Plan
Year.

      4.2 The Option of each Participant will be deemed to be fully and
automatically exercised by such Participant on the last trading day of such Plan
Year, if the Participant has notified the Committee that such Participant elects
to exercise his or her Option by filing the appropriate form provided for that
purpose not later than the date set by the Committee. If the Participant does
not elect to exercise his or her Option, the total amount credited to such
Participant in his or her Account will be returned to such Participant.

      4.3 No Participant shall have a right to purchase Common Stock under the
Plan which has an aggregate fair market value in excess of $25,000 in any Plan
Year.

5. PAYROLL DEDUCTIONS

      5.1 There will be deducted on each pay date from the Compensation paid to
a Participant during each Plan Year such whole percentage of his Compensation
(up to but not more than 10%) designated by the Participant on a payroll
deduction authorization form. All amounts so deducted shall be placed in an
Account in the Participant's name and shall be held as provided under the Plan.

      5.2 A Participant may elect once during a Plan Year, by filing the
appropriate form provided for such purpose, to reduce (but not increase) his
payroll deduction for the remainder of the Plan Year.

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(1) If the Common Stock is not then listed on any such exchange, but is
quoted on Nasdaq or any similar over-the-counter market system then in use
("Nasdaq"), then the Option Price shall be equal to the lesser of 85% of the
closing sales price of a share of Common Stock on Nasdaq on (i) the first
trading day of such Plan Year of Nasdaq or (ii) the last trading day of such
Plan Year of Nasdaq, or if no sale of Common Stock shall have occurred on either
such date on Nasdaq, then the average of the bid and asked prices for a share of
Common Stock on Nasdaq at the end of such day.

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      5.3 A Participant may elect once during a Plan Year, by filing the
appropriate form provided for such purpose, to discontinue any payroll deduction
for the remainder of the Plan Year. Upon discontinuance of contributions, unless
the Participant elects a withdrawal pursuant to Section 7, the amount in his or
her Account will remain therein and be subject to the terms hereof, including
Section 4.2.

      5.4 A Participant who was a Participant during the preceding Plan Year,
and whose Option for that year was exercised, may elect (by filing the
appropriate form provided for such purpose), to not have any residual funds
insufficient for the purchase of a full share of Common Stock returned to him
and to have such residual funds credited to such Participant's Account for the
current Plan Year.

6. INTEREST

      The Participant will not receive any interest on the amounts held in such
Participant's Account at any time.

7. WITHDRAWALS

      At any time during a Plan Year, a Participant may terminate his or her
participation in the Plan by filing the appropriate form provided for that
purpose. In such event, all payroll deductions shall cease; the total amount
credited to such Participant's Account shall be promptly returned to such
Participant; and the Option granted to such Participant for such Plan Year shall
terminate.

8. TERMINATION OF EMPLOYMENT, DEATH AND DISABILITY

      The Option of a Participant whose employment is terminated for any reason
other than retirement (including death and Disability) shall terminate upon such
termination; and the total amount in his Account will be promptly paid to such
Participant or, in the event of the death of such Participant, to the estate
thereof.

9. RETIREMENT

      A Participant who retires after reaching his or her normal retirement date
(as set forth on the date of such retirement in the Russ Berrie and Company,
Inc. 401k Plan) shall not be affected by reason of such retirement, except that
there will be no payroll deductions pursuant to the Plan after the effective
date of such retirement.

10. STOCK CERTIFICATES

      10.1 As soon as practicable after actual or deemed exercise of an Option
by a Participant, the Company will deliver to such Participant a certificate for
the shares of Common Stock purchased, which shares shall be registered in the
name of the Participant on the books of the Company.

      10.2 A Participant shall have no rights as a shareholder with respect to
any shares covered by an Option until the date of the issuance of a stock
certificate to such Participant for such shares.

11. ADMINISTRATION OF THE PLAN

      11.1 The Plan shall be administered by a Committee comprised of two
directors (or such greater number, as may be determined by the Board from time
to time), each of whom, unless otherwise determined by the Board, is an "outside
director" within the meaning of Section 162(m) of the Code, and is


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not a Participant. In the absence of a contrary appointment, "Committee" shall
mean the Compensation Committee of the Board.

      11.2 The Committee shall have the authority to interpret the Plan, and to
adopt, amend and rescind rules and regulations relating to the Plan, and to make
all other determinations and take all other actions necessary or advisable for
the implementation and administration of the Plan.

      11.3 Determinations and actions of the Committee on all matters relating
to the Plan shall be in its sole discretion and shall be conclusive.

12. AMENDMENT AND TERMINATION OF THE PLAN

      12.1 The Committee may, at any time, amend, suspend or terminate the Plan
in any respect; provided, however, that no such termination or amendment shall
adversely affect the rights of any Participant with respect to amounts
previously credited to him or her in such Participant's Account.

      12.2 The Plan shall automatically terminate at the end of the 2008 Plan
Year.

13. NON-ASSIGNABILITY

      No Option shall be assignable or transferable except by will or by the
laws of descent and distribution. Options shall be exercisable only by the
Participants entitled thereto.

14. DILUTION AND OTHER ADJUSTMENTS

      In the event of any change in the outstanding Common Stock as a result of
a dissolution or liquidation of the Company, sale of all or substantially all of
the assets of the Company, merger or consolidation of the Company with or into
any other corporation, statutory share exchange involving capital stock of the
Company, reorganization, recapitalization, reclassification, stock dividend,
extraordinary dividend, stock split, reverse stock split, stock combination,
rights offering, spin-off or other relevant change, the Committee may adjust the
aggregate number of shares of Common Stock which may be issued under the Plan,
the Option Price of Options granted under the Plan, and any or all other matters
deemed appropriate by the Committee, including, without limitation, making
Options exercisable solely for the securities or other property received by the
shareholders of the Company by reason of such transactions.

15. LIMITATIONS ON ISSUANCE OF SHARES OF COMMON STOCK

      15.1 Shares of Common Stock to be issued under the Plan shall be
authorized but unissued, or treasury shares. The maximum number of shares of
Common Stock which may be issued under the Plan shall be 150,000 shares.

      15.2 Neither the Company nor any Participating Company shall be obligated
to honor the exercise of any Option if such would constitute a violation of any
applicable law or regulation.

16. TRANSFERABILITY

      No right or interest of a Participant shall be assignable or transferable
or subject to any lien, directly or indirectly, by operation of law or
otherwise. Any attempted assignment, transfer, pledge or other disposition of
any right hereunder shall be null and void.


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17. LIMITS ON LIABILITY

      17.1 Any liability of the Company to any Participant with respect to any
Option hereunder shall be based solely upon contractual obligations created by
this Plan.

      17.2 Except as may be required by law, neither the Company nor any member
or former member of the Board or the Committee, nor any other person
participating in any determination of any question under this Plan, or in the
interpretation, administration or application of this Plan, shall have any
liability to any party for any action taken, or not taken, in good faith under
this Plan.

      17.3 To the full extent permitted by law, each member and former member of
the Committee and each person to whom the Committee delegates or has delegated
authority under this Plan shall be entitled to indemnification by the Company
against any claim, loss, liability, judgment, damage, cost and reasonable
expense incurred by such member, former member or other person by reason of any
action taken, failure to act or determination made in good faith under or with
respect to this Plan.

18. RIGHT TO TERMINATE EMPLOYMENT

      18.1 Nothing in this Plan shall confer upon any Participant who is an
employee of any Participating Company the right to continue in the employment of
any Participating Company or affect any right which such Participating Company
may have to terminate or modify the employment of the Participant with or
without cause.

19. COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS

      19.1 Registration or Approval. The Company shall not be required to issue
or deliver a certificate for shares distributable pursuant to this Plan unless
the issuance of such certificate complies with all applicable legal requirements
including, without limitation, compliance with the provisions of applicable
state securities laws, the Securities Act of 1933, as amended (the "Securities
Act"), the Securities Exchange Act of 1934, as amended, and the requirements of
the exchanges, if any, on which the Company's shares of Common Stock may, at
that time, be listed.

      19.2 Restrictions on Transfer. Notwithstanding anything contained in the
Plan, in the event that the disposition of shares of Common Stock acquired
pursuant to the Plan is not covered by a then-current registration statement
under the Securities Act, and is not otherwise exempt from such registration,
such shares shall be restricted against transfer to the extent required by the
Securities Act and Rule 144 or other regulations thereunder. The certificates
evidencing any of such shares shall be appropriately amended or have an
appropriate legend placed thereon to reflect their status as restricted
securities as aforesaid.

20. GOVERNING LAW

      To the extent that federal laws of the United States do not otherwise
control, this Plan and all determinations made and actions taken pursuant to
this Plan shall be governed by the laws of New Jersey, without giving effect to
principles of conflicts of laws, and shall be construed accordingly.

21. SEVERABILITY

      In the event any provision of this Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining
parts of this Plan, and this Plan shall be construed and enforced as if the
illegal or invalid provision had not been included.


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22. ADOPTION AND APPROVAL OF THE PLAN

      The Plan was originally adopted by the Board of Directors on March 1, 2003
and was approved by the holders of a majority of the shares of Common Stock
voting at a meeting of the shareholders duly held in accordance with applicable
laws on May 7, 2003. This Amended and Restated Plan was approved by the Board of
Directors on December 23, 2005, and will become effective as of January 3, 2006.


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