RACING CHAMPIONS CORP
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>


                        AMENDMENT TO EMPLOYMENT AGREEMENT


This  amendment  is made and entered into as of the 19th day of September, 2000,
by  and  between  Racing  Champions,  Inc., an Illinois corporation, and Boyd L.
Meyer.  The parties wish to amend paragraphs 3 and 4 of the Employment Agreement
made  as  of  the  30th  day  of  April,  1999,  to  the  following-

'3.  Duties.  The  Employee  shall  serve as the Vice Chairman of the Company '
     ------

'4.  Compensation.  As of July 1, 2000, the Employee shall receive a base salary
     ------------
of  $250,000  per  year, . . .'

In  witness  whereof,  the  parties  have executed this amendment as of the date
first  above  written,  to  be  effective  as  of  that  date.

                              Racing  Champions,  Inc.

                              By  /s/  Robert  Dods
                                  -----------------
                                   Robert  Dods,  CEO  &  Chairman

                              By  /s/  Boyd  L.  Meyer
                                  --------------------
                                   Boyd  L.  Meyer


</TEXT>
</DOCUMENT>
