sesameworkshopTM One Lincoln Plaza New York NY 10023 tel 212 595 3456 www.sesameworkshop.org

Exhibit 10.27

		sesameworkshopTM		Xxx Xxxxxxx Xxxxx Xxx Xxxx XX 00000
				tel 000 000 0000 xxx.xxxxxxxxxxxxxx.xxx

August 24, 2006

Xxxxx Entertainment Corporation

000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000

Xxxxxxx, Xxxxxxxx 00000-0000

Re: Sesame Place Agreement

Ladies and Gentlemen:

Reference is made to the agreement (the “1983 Agreement”), amended and restated as of April 1, 1983, between SPI, Inc. (predecessor to Xxxxx Entertainment Corporation) (“BEC”) and Children’s Television Workshop (former name of Sesame Workshop) (“Sesame”), as amended. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the 1983 Agreement.

The first sentence of Section 7 of is hereby deleted in its entirety and replaced with the following:

You shall have no obligation to use the CTW Elements in any Park and may remove them from any Park at any time, provided, however, if you shall decide to remove all CTW Elements or all Muppet Elements from any Park where such elements are in use, you shall first give us at least two (2) years’ prior written notice, and this Agreement shall terminate as of the termination date specified in such written notice.

The Term of the 1983 Agreement is hereby extended through December 31, 2021.

Except as specifically provided herein the 1983 Agreement shall remain in full force and affect and is hereby ratified and confirmed in all respects.

If this amendment meets with your understanding, please sign below in the space provided.

Very truly yours,
SESAME WORKSHOP
By:		/s/ Xxxx Xxxxx
		Xxxx Xxxxx
		President and Chief Executive Officer
Acknowledged and agreed
XXXXX ENTERTAINMENT CORPORATION
By:		/s/ Xxxxx Xxxxx
		Xxxxx Xxxxx
		Chairman of the Board and President