IF YOU BOUGHT OR OWN A RECALLED LEARNING CURVE "THOMAS & FRIENDS WOODEN RAILWAY" TOY, YOU MAY HAVE A CLAIM TO RELIEF FROM A CLASS ACTION SETTLEMENT

NOTICE OF CLASS ACTION AND PROPOSED SETTLEMENT s

IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS - COUNTY DEPARTMENT, CHANCERY DIVISION

Byron Barrett, et al. v. RC2 Corporation, Case No. 07 CH 2092

TO: All persons who purchased or otherwise acquired other than for resale any recalled Learning

Curve Thomas & Friends Wooden Railway product in the U.S. (the "Settlement Class").

If you purchased or own a recalled Learning Curve "THOMAS & FRIENDS WOODEN RAILWAY" TOY, you may be part of a class action settlement. As part of the settlement, you may be entitled to file a claim for money, toys, coupons or limited reimbursement for blood testing of your minor children. This Notice is just a summary. For more complete information, you should read the full Notice, which is available at www.learningcurvesettlement.com or call Class Counsel at 866-541-0323.

WHAT IS THE CLASS ACTION ABOUT?

Plaintiff alleges that Defendant RC2 Corporation manufactured, distributed, sold, and marketed certain Thomas & Friends Wooden Railway toys which contained excessive levels of lead or heavy metals in surface paint and which were recalled in June and September of 2007.

WHAT ARE THE SETTLEMENT TERMS?

Under the terms of the Proposed Settlement, each Class Member may be eligible to receive a full refund of the purchase prices or Suggested Retail Prices of the recalled toys, or may exchange their toy for a replacement toy plus a bonus toy. If Class Members do not have proof of purchase and no longer possess their toys due to destruction, they may be eligible for a coupon towards the purchase of a new toy. Additionally, each Class Member that is entitled to receive a cash refund may also be eligible for reimbursement of a portion of the costs of blood lead tests conducted on their minor children as the result of alleged exposure. This settlement is not an admission of wrongdoing by any party. By preliminarily approving the settlement, the Court does not suggest that blood lead testing was either necessary or adequate medical care for your children. Please consult your physician should you feel other medical care may be necessary for your children.

WHO REPRESENTS ME?

The Court has appointed attorneys to represent the Class. Class Counsel will request the Court award attorneys' fees and expenses in an amount not to exceed $2,950,000. If approved by the Court, this amount will be paid directly by Defendant to Class Counsel. You may hire your own attorney, if you wish. However, you will be responsible for that attorney's fees and expenses.

WHAT ARE MY LEGAL RIGHTS?

• If you wish to remain a member of the Settlement Class, you do not have to do anything. But, to obtain the benefits described above, you must file a claim. If the Court approves the Proposed Settlement, you will be bound by all the Court's orders. This means you will drop any claims you may have against Defendants covered by the Settlement regardless of whether you file a claim or not.

• If you wish to file a claim, you must complete a Claim Form. You can get a Claim Form by calling the toll-free number or visiting the Settlement Website. Claim Forms must be signed and postmarked no later than October 6, 2008.

• If you do not wish to be a member of the Settlement Class, you must file a letter with the Clerk of the Court no later than July 21, 2008 advising the Court you wish to be excluded and list the case name and number above. If you request to be excluded from the Settlement Class you cannot make a claim. •You can tell the Court if you do not like this Proposed Settlement or some part of it if you do not exclude yourself. To object or comment, you must file your objection or comments in writing to the Clerk of the Circuit Court of Cook County, Illinois, Daley Center, 50 W. Washington, Chicago, Illinois, 60602 on or before July 21, 2008 and include the name and number of the case, your name and address, and if you are objecting you must submit proof of class membership and a statement of the reasons why you believe that the Court should find that the proposed settlement is not in the best interests of the class. You must also send a copy of your objection or comments by first class mail to the attorneys for the Settlement Class and Defendant listed below.

Class Counsel: Defendant's Counsel:

Jay Edelson Bart T. Murphy

KamberEdelson, LLC Ice Miller, LLP

53 W. Jackson, Ste. 550 2300 Cabot Drive, Ste 455

Chicago, Illinois 60604 Lisle, Illinois 60532

WILL THE COURT APPROVE THE PROPOSED SETTLEMENT?

The Court granted preliminary approval of the Settlement, and will hold a Final Approval Hearing on August 6, 2008 at 11:00 a.m. in Courtroom 2302 of the Richard J. Daley Center, 50 W. Washington, Chicago, Illinois, 60602, to consider whether the Proposed Settlement is fair, reasonable, and adequate and to consider the motion for attorneys' fees and expenses.

WHERE CAN I OBTAIN MORE INFORMATION?

For more information, you can view the court file in Case No. 07 CH 20924 in the Clerk's Office, visit the settlement website: www.learningcurvesettlement.com, or contact Class Counsel at 866-541-0323. Please Do Not Contact The Court Or The Clerk Of The Court Concerning This Notice.

By Order of the Court Dated: May 5, 2008

THE HONORABLE JUDGE WILLIAM O. MAKI

CIRCUIT COURT OF COOK COUNTY, ILLINOIS