W I T N E S S E T H

                                                                EXHIBIT 10.14(b)


                      MODIFICATION OF EMPLOYMENT AGREEMENT




      THIS AGREEMENT ("Agreement"), dated as of February 16, 2000, between
TOYMAX INTERNATIONAL, INC., a Delaware corporation (the "Company"), and XXXXXXX
XXXXX (the "Executive")

                               W I T N E S S E T H

      WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of October 1, 1997 which Employment Agreement was amended and restated
by Agreement dated as of January 1, 2000 (hereinafter referred to as the
"Amended and Restated Employment Agreement"), and

      WHEREAS, the Company and the Executive desire to modify the terms of the
Amended and Restated Employment Agreement.

      NOW, THEREFORE, in consideration of the mutual promises, representations
and warranties set forth herein, and for other good and valuable consideration,
it is hereby agreed as follows:

      1. Paragraph 3(b) of said Amended and Restated Employment Agreement shall
be modified to read as follows:

            During the Term, the Executive shall perform and discharge the
      duties that may be assigned to him by the Board from time to time in
      accordance with this Agreement, and the Executive shall devote his best
      talents, efforts and abilities to the performance of his duties hereunder.
      Executive may not be required to work primarily out of any location other
      than within 60 miles of the Company's current executive office location,
      however, Executive shall be required to spend such time traveling within
      the U.S., Europe, the Far East and elsewhere as is necessary to carry out
      his duties and responsibilities hereunder during the Term.

      2. Except as hereinabove modified, the parties hereto ratify and confirm
all of the terms and conditions of the said Amended and Restated Employment
Agreement.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed in its corporate name by one of its officers duly authorized to enter
into and execute this Agreement, and the Executive has manually signed his name
hereto, all as of the day and year first






above written.

                                    TOYMAX INTERNATIONAL, INC.




-------------------------           By:
Witness                                -------------------------------




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Witness                                     Xxxxxxx Xxxxx



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