Bruce Foster

1414 Avenue of the Americas

New York, NY 10019 

Re: Employment Agreement  

Dear Bruce: 

I refer you to your Employment Agreement dated December 1, 2005 with 4Kids Entertainment Licensing, Inc. (“Employer”) as amended by letter agreements dated January 30, 2007 and April 16, 2007 (collectively the “Employment Agreement”).

1. Paragraph 2 (b) of your Employment Agreement, which was amended pursuant to the January 30, 2007 amendment, is hereby further amended as follows:

(a) The current final sentence of Paragraph 2 (b) set forth in the January 30, 2007 amendment, which final sentence reads "Employer’s payments to Employee of the Severance Benefit shall be made in accordance with the provisions of Paragraph 3 (b) below" is hereby deleted in its entirety and is replaced by the following which shall be added to the end of Paragraph 2 (b):

“Employer’s payments to Employee of the Severance Benefit shall be made in accordance with the provisions of Paragraph 3 (b) below subject to Paragraph 19 below. For the avoidance of doubt, the Severance Benefit shall not be in addition to any payment which Employee may receive pursuant to Paragraph 10 (f) of this Agreement with respect to a Change of Control (as defined below in Paragraph 10 (f) (ii)). This Paragraph 2 (b) shall survive the expiration of this Agreement."

2. Paragraph 10(d) of your Employment Agreement, which was amended pursuant to the April 16, 2007 amendment, is hereby further amended by deleting the last sentence thereof and replacing it with the following:

"In the event that such written notice of termination is delivered, Employee shall continue to receive Employee’s full salary and Fringe Benefits for the remainder of the Term. Such payment of the amount due Employee pursuant to this Paragraph 10 (d) shall be made to Employee in a lump sum within five (5) business days of the date of the termination of this Agreement by Employer without cause subject to Paragraph 19 below.

3. Paragraph 10(f) of your Employment Agreement, which was amended pursuant to the January 30, 2007 amendments and the April 16, 2007 amendment, is hereby further amended by deleting Paragraph 10 (f), as amended, in its entirety and replacing it with the following new Paragraph 10 (f):

“(f) (i) If during the Term, there shall occur a Change of Control (as defined below), Employee may, within six (6) months after the occurrence of the Change of Control, voluntarily terminate his employment in which case Employee shall be entitled to receive a payment equal to 2.99 times his average annual compensation (including bonuses) paid by Employer during the three (3) calendar years prior to the Change of Control. For the avoidance of doubt, if Employer terminates Employee pursuant to Paragraph 10 (d) above during the