**Exhibit** **10.18**








**First
      Amendment to Amended and Restated Credit Agreement**





This
      First Amendment to Amended and Restated Credit Agreement (herein, the *"Amendment"* )
      is
      entered into as of August 19, 2005 by and among RC2 Brands, Inc. ( *"RC2
      Brands"* ),
      RC2
      South, Inc. ( *"RC2S"* ),
      Learning Curve International, Inc. ( *"LCI"* ),
      The
      First Years Inc. ( *"TFY"* ),
      Racing
      Champions Worldwide Limited ( *"RCWL"* ;
      RC2
      Brands, RC2S, LCI, TFY, and RCWL being referred to herein collectively as the *"Borrowers"* ),
      Harris
      N.A., successor by merger with Harris Trust and Savings Bank, 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 (the Amended and
      Restated Credit Agreement being referred to herein as 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 increase the amount of
      investments, loans and advances permitted under Section 8.9(j) of the Credit
      Agreement and waive the Borrowers' existing non-compliance with Section 8.9
      of
      the Credit Agreement, and the Required Lenders are willing to do so under the
      terms and conditions set forth in this Amendment.





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





Section
                1.
            Amendment.





Subject
      to the satisfaction of the conditions precedent set forth in Section 3 below,
      Section 8.9(j) of the Credit Agreement shall be and hereby is amended and
      restated in its entirety to read as follows:





"(j) other
      investments, loans, and advances in addition to those otherwise permitted by
      this Section in an amount not to exceed $3,000,000 in the aggregate at any
      one
      time outstanding."





Section
                2.
            Existing
                Default and Waiver.





The
      Borrowers acknowledge that prior to giving effect to this Amendment, the
      Borrowers are in default of their obligations under Section 8.9 of the Credit
      Agreement by reason of the Company's investment in Meteor The Monster Truck
      Company, LLC in an amount in excess of that permitted by Section 8.9(j) of
      the
      Credit Agreement prior to giving effect to this Amendment (the *"Existing
      Default"* ).
      Upon
      the effectiveness of this Amendment as hereinafter set forth, the Required
      Lenders hereby waive the Existing Default.


The
        foregoing waiver is limited to the matter stated herein. From and after the
        effective date of this Amendment, the Lenders expect and require the Borrowers
        to comply with the express requirements of Section 8.9 of the Credit Agreement,
        as amended hereby, and all other terms of the Credit Agreement and the other
        Loan Documents.




Section
                3.
            Conditions
                Precedent.





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





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





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





Section
                4.
            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 (other than the Existing Default being waived pursuant to Section 2
      hereof) has occurred and is continuing under the Credit Agreement or shall
      result after giving effect to this Amendment.





Section
                5.
            Miscellaneous.





5.1. 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.





5.2. 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
      First Amendment to Amended and Restated Credit Agreement is entered into as
      of
      the date and year first above written.





RC2
      Brands, Inc.


RC2
      South, 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 RC2


Brands, RC2S
      and
      LCI, President of TFY


and Director
      of RCWL


3


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





Harris
      N.A., Successor by Merger with


Harris
      Trust and Savings Bank ,
      in its


individual
      capacity and as Administrative


Agent








By /s/
      Patrick J.
      McDonnell


Name  Patrick
      J. McDonnell


Title    Managing
      Director





National
      City Bank of the Midwest








By /s/
      Jennifer L.
      Kofod


Its Senior
      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 Vice
      President





Fifth
      Third Bank (Chicago) ,
      a
      Michigan


Banking
      Corporation








By /s/
      Kim
      Puszczewicz


Its Vice
      President





The
      Northern Trust Company








By /s/
      Jeffrey B.
      Clark


Its Senior
      Vice
      President


4


Associated
      Bank, N.A.








By /s/
      Thomas E.
      O'Hare


Its Executive
      Vice
      President





Charter
      One Bank N.A.








By /s/
      Raullo M.
      Eanes


Its Vice
      President




M&I
      Marshall & Ilsley Bank








By /s/
      Ronald
      Carey


Its Vice
      President





By /s/
      James R.
      Miller


Its Vice
      President





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