8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 2, 2006

Commission file number 0-7843

4Kids Entertainment, Inc. (Exact name of Registrant as specified in its charter)

New York (State or other jurisdiction of
incorporation or organization) 13-2691380 (I.R.S. Employer
Identification No.)

1414 Avenue of the Americas
New York, New York 10019
(212) 758-7666 (Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On March 2, 2006, 4Kids Productions, Inc. (“4KP”), a subsidiary of 4Kids Entertainment, Inc. (“4Kids or the “Company”) and Norman J. Grossfeld entered into an amendment to the employment agreement pertaining to Mr. Grossfeld’s service as 4KP’s President (the “Grossfeld Amendment”).

Under the terms of the Grossfeld Amendment: (a) Mr. Grossfeld’s employment with 4KP will continue until December 31, 2009; (b) for the calendar year 2006, Mr. Grossfeld will be entitled to receive an annual base salary of $500,000 and for each of calendar years 2007-2009, Mr. Grossfeld will be entitled to receive an annual base salary of $700,000; (c) for calendar years 2006-2009, Mr. Grossfeld will be eligible to receive salary increases at the discretion of the Compensation Committee of the Board of Directors of 4Kids (“Compensation Committee”) and an annual cash bonus in an amount, if any, to be determined in the sole discretion of the Compensation Committee in conjunction with the Chief Executive Officer of 4Kids; and (d) in the event that the Grossfeld Employment Agreement is not extended beyond its term for at least one (1) year on at least the same terms and conditions as were in effect in 2009, Mr. Grossfeld will be entitled to receive a severance benefit equal to three (3) weeks of his base salary (as of the 2009 calendar year) for each year Mr. Grossfeld was employed by the Company or its affiliates.

On March 2, 2006, 4Kids Entertainment Licensing, Inc. (“4KE”), a subsidiary of 4Kids and Samuel R. Newborn entered into an amendment to the employment agreement pertaining to Mr. Newborn’s service as Executive Vice President and General Counsel of 4Kids and subsidiaries (the “Newborn Amendment”).

Under the terms of the Newborn Amendment: (a) Mr. Newborn’s employment with 4KE will continue until December 31, 2009; (b) for the calendar year 2006 Mr. Newborn will be entitled to receive an annual base salary of $500,000 and for each of calendar years 2007-2009, Mr. Newborn will be entitled to receive an annual base salary of $700,000; (c) for calendar years 2006-2009, Mr. Newborn will be eligible to receive salary increases at the discretion of the Compensation Committee and an annual cash bonus in an amount, if any, to be determined in the sole discretion of the Compensation Committee in conjunction with the Chief Executive Officer of 4Kids; and (d) in the event that the Newborn Employment Agreement is not extended beyond its term for at least one (1) year on at least the same terms and conditions as were in effect in 2009, Mr. Newborn will be entitled to receive a severance benefit equal to three (3) weeks of his base salary (as of the 2009 calendar year) for each year Mr. Newborn was employed by the Company or its affiliates.

The definitive amendments described above are furnished as exhibit 99.1 to this Report and incorporated by reference herein. The preceding descriptions of these amendments are summary in nature and do not purport to be complete. These summaries should be read in connection with the exhibits hereto.

Item 9.01. Financial Statements and Exhibits.

         (c) Exhibits

Exhibit Description

99.1 Letter Agreement re: Employment Agreement, dated March 2, 2006, among 4Kids Productions, Inc., 4Kids Entertainment, Inc. and Norman J. Grossfeld.

99.2 Letter Agreement re: Employment Agreement, dated March 2, 2006, among 4Kids Entertainment Licensing, Inc., 4Kids Entertainment, Inc. and Samuel R. Newborn.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  March 8, 2006

4KIDS ENTERTAINMENT, INC.


BY: /s/ Bruce R. Foster

Bruce R. Foster
Executive Vice President, Chief Financial Officer

Exhibit Index

Exhibit Description

99.1 Letter Agreement re: Employment Agreement, dated March 2, 2006, among 4Kids Productions, Inc., 4Kids Entertainment, Inc. and Norman J. Grossfeld.

99.2 Letter Agreement re: Employment Agreement, dated March 2, 2006, among 4Kids Entertainment Licensing, Inc., 4Kids Entertainment, Inc. and Samuel R. Newborn.

EX-99.1 2 ngemployagree.htm AMENDED EMPLOYMENT AGREEMENT - NG

EXHIBIT 99.1

March 2, 2006

Norman J. Grossfeld
53W. 23^rd Street
New York, New York 10010

Re: Employment Agreement

Dear Norman:

        I refer you to your Employment Agreement dated January 1, 2002 with 4Kids Productions, Inc. (“Employer”) as amended by a letter agreement dated June 16, 2003 (collectively the “Employment Agreement”).

        This letter hereby further amends the Employment Agreement as follows:

    1.        Paragraph 2 (a) of your Employment Agreement is hereby deleted in its entirety and replaced by the following:

“(a)         The term of Employee’s employment hereunder (“Term”) shall commence on January 1, 2002 and shall continue until December 31, 2009 unless terminated earlier as provided in Paragraph 10 of this Agreement.”

    2.        Paragraph 2 (b) of your Employment Agreement is hereby amended by adding the following sentence at the end thereof:

“If prior to December 31, 2009, Employer does not offer to extend the Term for at least one (1) year on the same terms and conditions as set forth herein and this Agreement terminates on December 31, 2009, Employer shall pay Employee a severance benefit equal to three (3) weeks salary for each full year of service (pro-rated for any partial years of service) based on Employee’s annual salary in effect for the last calendar year that Employee rendered services to Employer (“Severance Benefit”). Employer’s payment to Employee of the Severance Benefit shall be made in accordance with the provisions of Paragraph 3(b) below.”

    3.        Paragraph 3 (a) of your Employment Agreement is hereby deleted in its entirety and replaced by the following:

“(a)         Salary. As compensation for Employee’s services during the January 1, 2002 through December 31, 2005 period of the Term, Employer shall pay Employee a salary at the rate of Three Hundred Fifty Thousand ($350,000) per year. As compensation for Employee’s services during the January 1, 2006 through December 31, 2006 period of the Term, Employer shall pay Employee a salary at the rate of Five Hundred Thousand ($500,000) per year. As compensation for Employee’s services during the January 1, 2007 through December 31, 2009 period of the Term, Employer shall pay Employee a salary at the rate of Seven Hundred Thousand ($700,000) per year. The Compensation Committee of the Board of Directors of 4Kids (“Compensation Committee”) shall have the right, but not the obligation, to provide Employee with salary increases, from time to time, in the sole discretion of the Compensation Committee.

    4.        Paragraph 4 (a) of your Employment Agreement is hereby deleted in its entirety and replaced by the following:

“(a)         For the 2002-2005 period, Employee shall be eligible to participate in the bonus pool established by the Compensation Committee (the “Bonus Pool”), which Bonus Pool shall be based upon a percentage designated by the Compensation Committee of the profit before tax of 4Kids and subsidiaries. The Compensation Committee and the CEO of 4Kids, in their sole and absolute discretion, shall determine the amount of the Bonus Pool, if any, to be awarded to Employee based upon Employee’s performance during the calendar year in question. Commencing with Employer’s 2006 fiscal year, in addition to the salary specified in Paragraph 3 (a), Employee shall be entitled to receive an annual cash bonus for each full fiscal year or portion of a fiscal year during the Term based upon such quantitative and qualitative criteria as shall be established by the Compensation Committee in its sole discretion, in connection with Employer’s business plan, if any, for such fiscal year, and as such business plan may be amended from time to time.”

    5.        Paragraph 4 (b) (i) of your Employment Agreement is hereby amended by deleting the first sentence in its entirety and substituting the following new first sentence:

“(b)(i)         Notwithstanding anything herein to the contrary, for each of calendar years 2002 through and including 2005, Employer shall pay Employee a minimum bonus (“MB”) of not less than One Hundred Fifty Thousand Dollars ($150,000) subject to the following reduction: the MB with respect to any calendar year during the 2002-2005 period shall be reduced by an amount equal to fifty percent (50%) of the Annual Stock Option Value (as defined below), if any, with respect to the applicable calendar year for which the MB is to be paid (“Applicable Calendar Year”).”

    6.        Paragraph 10(f)(i) of your Employment Agreement is hereby amended by adding the following sentence at the end thereof:

“For the avoidance of doubt, if Employer terminates Employee pursuant to Paragraph 10 (d) above during the six (6) months after the occurrence of the Change of Control but prior to Employee’s election to terminate Employee’s employment pursuant to Paragraph 10 (f)(i), Employee shall receive the greater of the payment due Employee pursuant to Paragraph 10 (d) above or the payment due Employee pursuant to this Paragraph 10 (f)(i). “

    7.        Paragraph 10(i) of your Employment Agreement is hereby amended by adding the following sentence at the end thereof:

“For the avoidance of doubt, the payment of the MB referenced in this Paragraph 10 shall only occur with respect to any termination as to which Employee is entitled to payment of the MB earned for calendar 2005 but not yet paid by Employer to Employee. The MB does not apply with respect to services rendered by Employee in calendar years 2006-2009. In addition, if Employee’s Employment is terminated by Employer pursuant to Paragraph 10 (d) or if Employee’s Employment is terminated by Employee pursuant to Paragraph 10 (g), then in addition to the applicable payments set forth in Paragraph 10 (d) and Paragraph 10 (g), as the case may be, Employee shall also be paid the Severance Benefit provided for in Paragraph 2 (b) above.”

    8.        The Employment Agreement is hereby amended by deleting the words “Chief Operating Officer (“COO”)” in Paragraph 1 and deleting the words ” or Chief Operating Officer” in Paragraph 10 (c) (ii).

    9.        The parties agree that the following new Paragraph 19 shall be added to the Agreement:

“19.         Necessary Amendments to Comply with Section 409A. The parties hereto acknowledge that it is possible that payments to be made hereunder may be subject to Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations or other guidance issued thereunder (“Section 409A”), and that the requirements of Section 409A are still being developed and interpreted at this time. Notwithstanding anything in this Agreement to the contrary, in the event that Employer reasonably determines that amendments to this Agreement are necessary or appropriate in order to comply with Section 409A, including amendments necessary to ensure that such payments will not be subject to Section 409A, Employer and Employee shall negotiate in good faith to amend the Agreement on a prospective or retroactive basis, in a manner that is mutually satisfactory to the parties.”

        Except as specifically amended herein, the Employment Agreement remains in full force and effect.

        Please confirm your agreement to the foregoing Amendment to your Employment Agreement by signing and dating the enclosed copy of this letter and returning it to me.

Sincerely yours,
4Kids Productions, Inc.

By: /s/ Alfred R. Kahn          
      Alfred R. Kahn

              Agreed to and Accepted:

         By: /s/ Norman J. Grossfeld           
                  Norman J. Grossfeld

              4Kids Entertainment, Inc.

         By: /s/ Alfred R. Kahn           
                  Alfred R. Kahn

EX-99.1

EXHIBIT 99.1

March 2, 2006

Norman J. Grossfeld
53W. 23^rd Street
New York, New York 10010

Re: Employment Agreement

Dear Norman:

        I refer you to your Employment Agreement dated January 1, 2002 with 4Kids Productions, Inc. (“Employer”) as amended by a letter agreement dated June 16, 2003 (collectively the “Employment Agreement”).

        This letter hereby further amends the Employment Agreement as follows:

    1.        Paragraph 2 (a) of your Employment Agreement is hereby deleted in its entirety and replaced by the following:

“(a)         The term of Employee’s employment hereunder (“Term”) shall commence on January 1, 2002 and shall continue until December 31, 2009 unless terminated earlier as provided in Paragraph 10 of this Agreement.”

    2.        Paragraph 2 (b) of your Employment Agreement is hereby amended by adding the following sentence at the end thereof:

“If prior to December 31, 2009, Employer does not offer to extend the Term for at least one (1) year on the same terms and conditions as set forth herein and this Agreement terminates on December 31, 2009, Employer shall pay Employee a severance benefit equal to three (3) weeks salary for each full year of service (pro-rated for any partial years of service) based on Employee’s annual salary in effect for the last calendar year that Employee rendered services to Employer (“Severance Benefit”). Employer’s payment to Employee of the Severance Benefit shall be made in accordance with the provisions of Paragraph 3(b) below.”

    3.        Paragraph 3 (a) of your Employment Agreement is hereby deleted in its entirety and replaced by the following:

“(a)         Salary. As compensation for Employee’s services during the January 1, 2002 through December 31, 2005 period of the Term, Employer shall pay Employee a salary at the rate of Three Hundred Fifty Thousand ($350,000) per year. As compensation for Employee’s services during the January 1, 2006 through December 31, 2006 period of the Term, Employer shall pay Employee a salary at the rate of Five Hundred Thousand ($500,000) per year. As compensation for Employee’s services during the January 1, 2007 through December 31, 2009 period of the Term, Employer shall pay Employee a salary at the rate of Seven Hundred Thousand ($700,000) per year. The Compensation Committee of the Board of Directors of 4Kids (“Compensation Committee”) shall have the right, but not the obligation, to provide Employee with salary increases, from time to time, in the sole discretion of the Compensation Committee.

    4.        Paragraph 4 (a) of your Employment Agreement is hereby deleted in its entirety and replaced by the following:

“(a)         For the 2002-2005 period, Employee shall be eligible to participate in the bonus pool established by the Compensation Committee (the “Bonus Pool”), which Bonus Pool shall be based upon a percentage designated by the Compensation Committee of the profit before tax of 4Kids and subsidiaries. The Compensation Committee and the CEO of 4Kids, in their sole and absolute discretion, shall determine the amount of the Bonus Pool, if any, to be awarded to Employee based upon Employee’s performance during the calendar year in question. Commencing with Employer’s 2006 fiscal year, in addition to the salary specified in Paragraph 3 (a), Employee shall be entitled to receive an annual cash bonus for each full fiscal year or portion of a fiscal year during the Term based upon such quantitative and qualitative criteria as shall be established by the Compensation Committee in its sole discretion, in connection with Employer’s business plan, if any, for such fiscal year, and as such business plan may be amended from time to time.”

    5.        Paragraph 4 (b) (i) of your Employment Agreement is hereby amended by deleting the first sentence in its entirety and substituting the following new first sentence:

“(b)(i)         Notwithstanding anything herein to the contrary, for each of calendar years 2002 through and including 2005, Employer shall pay Employee a minimum bonus (“MB”) of not less than One Hundred Fifty Thousand Dollars ($150,000) subject to the following reduction: the MB with respect to any calendar year during the 2002-2005 period shall be reduced by an amount equal to fifty percent (50%) of the Annual Stock Option Value (as defined below), if any, with respect to the applicable calendar year for which the MB is to be paid (“Applicable Calendar Year”).”

    6.        Paragraph 10(f)(i) of your Employment Agreement is hereby amended by adding the following sentence at the end thereof:

“For the avoidance of doubt, if Employer terminates Employee pursuant to Paragraph 10 (d) above during the six (6) months after the occurrence of the Change of Control but prior to Employee’s election to terminate Employee’s employment pursuant to Paragraph 10 (f)(i), Employee shall receive the greater of the payment due Employee pursuant to Paragraph 10 (d) above or the payment due Employee pursuant to this Paragraph 10 (f)(i). “

    7.        Paragraph 10(i) of your Employment Agreement is hereby amended by adding the following sentence at the end thereof:

“For the avoidance of doubt, the payment of the MB referenced in this Paragraph 10 shall only occur with respect to any termination as to which Employee is entitled to payment of the MB earned for calendar 2005 but not yet paid by Employer to Employee. The MB does not apply with respect to services rendered by Employee in calendar years 2006-2009. In addition, if Employee’s Employment is terminated by Employer pursuant to Paragraph 10 (d) or if Employee’s Employment is terminated by Employee pursuant to Paragraph 10 (g), then in addition to the applicable payments set forth in Paragraph 10 (d) and Paragraph 10 (g), as the case may be, Employee shall also be paid the Severance Benefit provided for in Paragraph 2 (b) above.”

    8.        The Employment Agreement is hereby amended by deleting the words “Chief Operating Officer (“COO”)” in Paragraph 1 and deleting the words ” or Chief Operating Officer” in Paragraph 10 (c) (ii).

    9.        The parties agree that the following new Paragraph 19 shall be added to the Agreement:

“19.         Necessary Amendments to Comply with Section 409A. The parties hereto acknowledge that it is possible that payments to be made hereunder may be subject to Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations or other guidance issued thereunder (“Section 409A”), and that the requirements of Section 409A are still being developed and interpreted at this time. Notwithstanding anything in this Agreement to the contrary, in the event that Employer reasonably determines that amendments to this Agreement are necessary or appropriate in order to comply with Section 409A, including amendments necessary to ensure that such payments will not be subject to Section 409A, Employer and Employee shall negotiate in good faith to amend the Agreement on a prospective or retroactive basis, in a manner that is mutually satisfactory to the parties.”

        Except as specifically amended herein, the Employment Agreement remains in full force and effect.

        Please confirm your agreement to the foregoing Amendment to your Employment Agreement by signing and dating the enclosed copy of this letter and returning it to me.

Sincerely yours,
4Kids Productions, Inc.

By: /s/ Alfred R. Kahn          
      Alfred R. Kahn

EX-99.2

EXHIBIT 99.2

March 2, 2006

Samuel R. Newborn
1414 Avenue of the Americas
New York, New York 10019

Re: Employment Agreement

Dear Samuel:

        I refer you to your Employment Agreement dated January 1, 2002 with 4Kids Entertainment Licensing, Inc. (“Employer”) as amended by a letter agreement dated June 16, 2003 (collectively the “Employment Agreement”).

        This letter hereby further amends the Employment Agreement as follows:

    1.        Paragraph 2 (a) of your Employment Agreement is hereby deleted in its entirety and replaced by the following:

“(a)         The term of Employee’s employment hereunder (“Term”) shall commence on January 1, 2002 and shall continue until December 31, 2009 unless terminated earlier as provided in Paragraph 10 of this Agreement.”

    2.        Paragraph 2 (b) of your Employment Agreement is hereby amended by adding the following sentence at the end thereof:

“If prior to December 31, 2009, Employer does not offer to extend the Term for at least one (1) year on the same terms and conditions as set forth herein and this Agreement terminates on December 31, 2009, Employer shall pay Employee a severance benefit equal to three (3) weeks salary for each full year of service (pro-rated for any partial years of service) based on Employee’s annual salary in effect for the last calendar year that Employee rendered services to Employer (“Severance Benefit”). Employer’s payment to Employee of the Severance Benefit shall be made in accordance with the provisions of Paragraph 3(b) below.”

    3.        Paragraph 3 (a) of your Employment Agreement is hereby deleted in its entirety and replaced by the following:

“(a)         Salary. As compensation for Employee’s services during the January 1, 2002 through December 31, 2005 period of the Term, Employer shall pay Employee a salary at the rate of Three Hundred Fifty Thousand ($350,000) per year. As compensation for Employee’s services during the January 1, 2006 through December 31, 2006 period of the Term, Employer shall pay Employee a salary at the rate of Five Hundred Thousand ($500,000) per year. As compensation for Employee’s services during the January 1, 2007 through December 31, 2009 period of the Term, Employer shall pay Employee a salary at the rate of Seven Hundred Thousand ($700,000) per year. The Compensation Committee of the Board of Directors of 4Kids (“Compensation Committee”) shall have the right, but not the obligation, to provide Employee with salary increases, from time to time, in the sole discretion of the Compensation Committee.

    4.        Paragraph 4 (a) of your Employment Agreement is hereby deleted in its entirety and replaced by the following:

“(a)         For the 2002-2005 period, Employee shall be eligible to participate in the bonus pool established by the Compensation Committee (the “Bonus Pool”), which Bonus Pool shall be based upon a percentage designated by the Compensation Committee of the profit before tax of 4Kids and subsidiaries. The Compensation Committee and the CEO of 4Kids, in their sole and absolute discretion, shall determine the amount of the Bonus Pool, if any, to be awarded to Employee based upon Employee’s performance during the calendar year in question. Commencing with Employer’s 2006 fiscal year, in addition to the salary specified in Paragraph 3 (a), Employee shall be entitled to receive an annual cash bonus for each full fiscal year or portion of a fiscal year during the Term based upon such quantitative and qualitative criteria as shall be established by the Compensation Committee in its sole discretion, in connection with Employer’s business plan, if any, for such fiscal year, and as such business plan may be amended from time to time.”

    5.        Paragraph 4 (b) (i) of your Employment Agreement is hereby amended by deleting the first sentence in its entirety and substituting the following new first sentence:

“(b)(i)         Notwithstanding anything herein to the contrary, for each of calendar years 2002 through and including 2005, Employer shall pay Employee a minimum bonus (“MB”) of not less than One Hundred Fifty Thousand Dollars ($150,000) subject to the following reduction: the MB with respect to any calendar year during the 2002-2005 period shall be reduced by an amount equal to fifty percent (50%) of the Annual Stock Option Value (as defined below), if any, with respect to the applicable calendar year for which the MB is to be paid (“Applicable Calendar Year”).”

    6.        Paragraph 10(f)(i) of your Employment Agreement is hereby amended by adding the following sentence at the end thereof:

“For the avoidance of doubt, if Employer terminates Employee pursuant to Paragraph 10 (d) above during the six (6) months after the occurrence of the Change of Control but prior to Employee’s election to terminate Employee’s employment pursuant to Paragraph 10 (f)(i), Employee shall receive the greater of the payment due Employee pursuant to Paragraph 10 (d) above or the payment due Employee pursuant to this Paragraph 10 (f)(i). “

    7.        Paragraph 10(i) of your Employment Agreement is hereby amended by adding the following sentence at the end thereof:

“For the avoidance of doubt, the payment of the MB referenced in this Paragraph 10 shall only occur with respect to any termination as to which Employee is entitled to payment of the MB earned for calendar 2005 but not yet paid by Employer to Employee. The MB does not apply with respect to services rendered by Employee in calendar years 2006-2009. In addition, if Employee’s Employment is terminated by Employer pursuant to Paragraph 10 (d) or if Employee’s Employment is terminated by Employee pursuant to Paragraph 10 (g), then in addition to the applicable payments set forth in Paragraph 10 (d) and Paragraph 10 (g), as the case may be, Employee shall also be paid the Severance Benefit provided for in Paragraph 2 (b) above.”

    8.        The Employment Agreement is hereby amended by deleting the words “Chief Operating Officer (“COO”)" in Paragraph 1 and deleting the words ” or Chief Operating Officer” in Paragraph 10 (c) (ii).

    9.        The parties agree that the following new Paragraph 19 shall be added to the Agreement:

“19.         Necessary Amendments to Comply with Section 409A. The parties hereto acknowledge that it is possible that payments to be made hereunder may be subject to Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations or other guidance issued thereunder (“Section 409A”), and that the requirements of Section 409A are still being developed and interpreted at this time. Notwithstanding anything in this Agreement to the contrary, in the event that Employer reasonably determines that amendments to this Agreement are necessary or appropriate in order to comply with Section 409A, including amendments necessary to ensure that such payments will not be subject to Section 409A, Employer and Employee shall negotiate in good faith to amend the Agreement on a prospective or retroactive basis, in a manner that is mutually satisfactory to the parties.”

        Except as specifically amended herein, the Employment Agreement remains in full force and effect.

        Please confirm your agreement to the foregoing Amendment to your Employment Agreement by signing and dating the enclosed copy of this letter and returning it to me.

Sincerely yours,
4Kids Entertainment Licensing, Inc.

By: /s/ Alfred R. Kahn          
      Alfred R. Kahn

              Agreed to and Accepted:

         By: /s/ Samuel R. Newborn           
                  Samuel R. Newborn

              4Kids Entertainment, Inc.

         By: /s/ Alfred R. Kahn           
                  Alfred R. Kahn