Exhibit   4.3

                             								April 4, 2000

Noodle Kidoodle, Inc.
6801 Jericho Tnpk., Suite 100
Syosset, New York 11791

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Dear Mr. Kenneth S. Betuker:

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It has been a pleasure working with you to provide Noodle Kidoodle, Inc. (the
"Borrower") with an accommodation to refinance present debt, and to provide working
capital loans thereafter.  In connection therewith, The CIT Group/Business Credit, Inc.
(the "Lender") is pleased to inform you that we have approved a secured committed
credit facility to the Borrower in an amount up to $60,000,000 ("Line of Credit"),
consisting of, and subject to, the following:

Revolving Line of Credit

    1.	A revolving Line of Credit (the "Revolving Line of Credit") evidenced by a
Financing Agreement ("Agreement") providing for revolving advances
("Revolving Loans") up to the lesser of (i) the lesser of x) sixty-five
percent (65%) of eligible inventory during the period 1/1-7/31 and
seventy-five percent (75%) of eligible inventory during the period 8/1-
12/31, or y) $50,000,000 in the aggregate at any time.  After giving effect
to all Revolving Loans and Letters of Credit to be extended at closing,
the Borrower's excess revolving loan availability, at the closing only,
shall be in amount as indicated on the Borrower's 12 month cash budget
projection. Such requirement contemplates that all of the Borrower's
debts, obligations and payables are then current in accordance with its
usual business practices.

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Letter of Credit Subline

    2.	Within the Revolving Line of Credit the Lender will assist the Borrower in
opening up to $15,000,000 at any time of documentary and/or standby
letters of credit.  All letters of credit shall be reserved from availability.

Term

    3.	The Agreement shall have an initial term of three years with automatic
annual renewals thereafter (each an "Anniversary Date") unless
terminated by the Lender on the initial Anniversary Date or any
subsequent Anniversary Date and then only upon sixty (60) days prior
notice.

Interest Rates and Fees

   4.	Interest will be computed and payable monthly on: (i) all outstanding
Revolving Loans less than $20,000,000, at a rate equivalent to the
Chase Bank Rate or at the Borrower' option, Libor plus two percent
(2.00%) or (ii) if the outstanding loan is greater than $20,000,000, at a
rate equivalent to the Chase Bank Rate or at the Borrower' option, Libor
plus two and one quarter of one percent (2.25%).  The Chase Bank Rate
is the rate of interest per annum announced by Chase Bank from time to
time as its prime rate in effect at its principal office in the City of New
York.  Such rate is not intended to be the lowest rate charged by Chase
Bank to its borrowers.  The Borrowers may elect to use Libor provided i)
the Borrowers give the Lender three business days prior notice of such
election and ii) there is then no unwaived or uncured default under the
Agreement.  In no event may the Borrowers have more than four (4)
Libor elections at any one time.  Upon the Borrowers' election of a Libor
option, the Borrowers shall specify a one, two, three or six month Libor
period.

Collections will be credited to the Borrower's account upon the Lender's
receipt of good funds at its bank account in New York, New York.

    5.	In addition to passing along all charges imposed on the Lender by the
letter of credit issuing bank, the Lender shall earn a fee equal to:

(a) 1.0% per annum of the face amount of each documentary letter of
credit, payable on date of issuance; and

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(b) 1.0% per annum, payable monthly, on the face amount of each
standby letter of credit.

6. A Line of Credit Fee, payable at the end of each month, of three eighths
of one percent (3/8%) per annum computed on the difference between
the Revolving Line of Credit and the sum of (i) the average daily
Revolving Loan balance due the Lender plus (ii) the average daily
balance of outstanding letters of credit.

7.	A Collateral Management Fee of $35,000 per year, payable on the date
of closing and annually thereafter.

    8.	A $100,000 Loan Facility Fee payable at closing.

    9.	The Borrower may terminate the Agreement at any time.  However,
should the Borrower terminate the Agreement, prior to an Anniversary
Date, the Lender shall earn an Early Termination Fee determined by
multiplying the Revolving Line of Credit by (i) one percent (1%) per
annum if the Agreement is terminated on or prior to year 1, (ii) one half
of a percent (0.50%) per annum if the Agreement is terminated after year
1 and on or prior to year 2.

Collateral

  10.	To secure the obligations due the Lender by the Borrowers, the
Borrowers will grant the Lender a first and exclusive lien on all of the
Borrowers' present and future accounts receivable, inventory, general
intangibles and other current assets of the Borrowers, and the proceeds
of each of the foregoing.

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Covenants

  11.	The Agreement will contain such warranties, representations, affirmative
and negative covenants and events of default as are customary for the
Lender in financing transactions of this type. The Borrower will maintain
a minimum tangible net worth at all times.  The Borrower will provide to
the Lender, among other things, monthly interim financial statements
and year-end statements.  Such year end statements must be certified
by an independent public accountant mutually acceptable to each of the
Lender and the Borrower.

Out of Pocket Expenses

  12.	The Borrower shall reimburse the Lender (whether or not this transaction
is consummated) for all of Lender's out-of-pocket costs and expenses
(including reasonable fees and expenses of outside legal counsel and
travel, lodging and similar expenses of Lender's personnel in inspecting
and monitoring collateral) incurred in connection with the Agreement,
including, but not limited to, those incurred by the Lender in connection
with the preparation, execution and closing of this financing transaction,
and the perfection of liens and security interests.

Conditions of Closing

  13.	The foregoing is furnished as a means of affording the Borrower a guide
to, and an outline of, the material terms and conditions of the
commitment. Moreover, you appreciate that the foregoing is subject to:

(a) successful completion of all the above items;

(a) the execution and delivery of appropriate legal documentation which must
be satisfactory in form and substance to each of the Borrower and the
Lender and to their respective counsels;

(b) the Lender's satisfaction with the financial condition of the Borrower and an
updated examination of the books and records of the Borrower;

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(d) the absence of any material adverse change in the financial condition,
business, prospects, profitability, assets or operations of the Borrower.  It is
understood and agreed that any adverse change in the terms, conditions,
assumptions or projections supplied to the Lender by the Borrower and on
which the Lender based its decision to issue this letter may, in the Lender's
reasonable business discretion, be construed by the Lender as a material
adverse change;

(e) the Lender's receipt of, and satisfaction with, an inventory appraisal
indicating net G.O.B. evaluation of no less than 85% of cost from 1/1 to 9/30,
and 90% of cost from 9/30 to 12/31.  The appraisals must be performed by an
appraiser mutually agreed upon who will be retained by the Lender but paid for
by the Borrowers;


Other

14. The Borrower, at its option, may increase the Revolving Line of Credit to
 $60,000,000 pursuant to paragraph one, provided, however that should it
  so elect, the Lender will retain the right to syndicate up to $20,000,000;
The Borrower agrees to pay any fees necessary to a prospective lender
facilitate such a syndication.

Confidentiality

15. This letter together and the financing arrangements described herein are
delivered with the understanding that neither this letter nor the substance
of said proposed financing arrangements shall be disclosed by the
Borrower to anybody outside its organization, except to those
professional advisors who are in a confidential relationship with the
Borrower and require knowledge thereof to perform their duties (such as
legal counsel, accountants and financial advisers), or where disclosure is
required by law.

We each hereby expressly waive any right to trial by jury of any claim, action or cause
of action arising under this letter, any transaction related hereto, or any other
instrument, document or agreement executed or delivered in connection herewith,
whether sounding in contract, tort or otherwise.

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This letter (a) embodies the entire agreement and understanding between the parties
hereto with respect to the subject matter of this letter and supersedes all prior
agreements, commitments, arrangements, negotiations or understandings, whether
oral or written, of the parties with respect thereto, and (b) can be changed only by a
writing signed by each of the parties hereto and shall bind and benefit each of such
parties and their respective successors and assigns.

If the foregoing is acceptable to you, please so indicate by signing and returning to us
the enclosed copy of this letter not later than the close of business on April 7, 2000.  If
not accepted by you as herein provided, this commitment shall expire at the close of
business on April 7, 2000.  If accepted, the financing offered herein will expire at the
close of business on May 31, 2000 unless the documents contemplated hereunder
have been fully executed.  Upon our receipt from you of executed copy of this letter,
we will sign below to confirm our acceptance and return a fully executed copy to you.
We welcome the opportunity to work with you on this transaction and we hope to hear
from you soon.  Should you have any questions or comments, please feel free to
contact us at anytime.

Very truly yours,

THE CIT GROUP/BUSINESS CREDIT, INC.

/s/ Robert Smith
By: Robert Smith
Title: Senior Vice President

Read and Agreed on this 6th  day of April,2000;

Noodle Kidoodle, Inc.

/s/Kenneth S. Betuker
By:Kenneth S. Betuker
Title:Vice President

Commitment Letter Timely Accepted;

THE CIT GROUP/BUSINESS CREDIT,
INC.

/s/Robert Smith
By:Robert Smith
Title:Senior Vice President


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