Exhibit
        10.21
 
 Seventh
        Amendment to Amended and Restated Credit Agreement
  This
        Seventh Amendment to Amended and Restated Credit Agreement (herein, the "Amendment") is entered into
        as of October 22, 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 Interest Coverage Ratio definition, and the Lenders are willing
        to do
        so under the terms and conditions set forth herein.
  Now, Therefore,
  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 "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 $150,000,000 for Restricted Payments permitted
        by
        Section 8.12(iii) hereof) made during the same four fiscal quarters then
        ended.
  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
        Seventh 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/
            Todd
            Kostelnik
 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 /s/
            Brett T. Rausch
 Its Vice President
  RBS
            CITIZENS, N.A.
  By
 Its
    5