Exhibit
      10.22




Eighth
      Amendment to Amended and Restated Credit Agreement




This
      Eighth Amendment to Amended and Restated Credit Agreement (herein, the “Amendment”) is entered into
      as of February 14, 2008, but with an effective date as of
      December 31, 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
      amend the Adjusted EBITDA definition and to make certain other amendments to
      the
      Credit Agreement, and the Required 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.    
        Amendment.




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 “Adjusted EBITDA” appearing
      in Section 5.1 of the Credit Agreement shall be amended and restated in its
      entirety to read as follows:




“Adjusted
      EBITDA” means, with
      reference to any period, the sum of (a) the EBITDA of the Company and its
      Subsidiaries for such period, plus (b) EBITDA of any
      Person and its subsidiaries acquired pursuant to Section 8.9(i) hereof for
      such period plus(c) adjustments associated
      with any Permitted Acquisition to the
      extent reasonably acceptable to the Administrative Agent, plus(d) non-recurring
      costs
      and extraordinary expenses incurred in connection with the recall of specific
      components from the Thomas and Friends product line in an aggregate amount
      not
      to exceed $28,300,000.




1.2.  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
      Eighth 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
 
  3
 
 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
          L.
          Knudsen
 Name  Karen L.
          Knudsen
 Title  Managing
          Director
  NATIONAL
          CITY BANK
  By /s/
          Rachel M.
          Williamson
 Its Vice
          President
  U.S.
          BANK
          NATIONAL ASSOCIATION
  By
 Its
  LASALLE
          BANK NATIONAL ASSOCIATION
  By /s/
          Michael F.
          Perry
 Its First Vice
          President
  FIFTH
          THIRD BANK (CHICAGO), a Michigan
 Banking Corporation
  By /s/
          Kim
          Puszczwicz
 Its Vice
          President
  THE
          NORTHERN TRUST COMPANY
  By /s/
          Kanika
          Agarwal
 Its Commercial Banking
          Officer
 
  4
 ASSOCIATED
          BANK, N.A.
  By
 Its
  RBS
          CITIZENS, N.A.
  By /s/
          M. James Barry,
          III
 Its Vice
          President
    5