Amended and Restated Promissory Note





	



AMENDED AND RESTATED
PROMISSORY NOTE 



$3,500,000.00          
                   
                     
                   
                   December 27, 2002 



        FOR
VALUE RECEIVED, DISCOVERY TOYS, INC., a California corporation (“Payor”)
promises to pay to the order of AVON PRODUCTS, INC., a New York corporation or
subsequent holder of this Note (“Payee”), at its office at 1345 Avenue of the
Americas, New York, New York 10105 or at such other address as Payee may specify, in
lawful money of the United States of America, the sum of THREE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($3,500,000.00), with interest from January 15, 1999 on the unpaid
principal balance at the rate of four and sixty four one-hundredths of one percent (4.64%)
per annum compounded annually. This Note is the Note referred to in Sections 6.2(k) and
6.4(f) and certain other sections of that certain Stock Transfer Agreement dated as of
January 15, 1999 among Discovery Toys, L.L.C., a New Jersey limited liability company the
(the “LLC”), Payor and Payee (the “Transfer Agreement”) and in Section
1.3 of that certain Agreement dated as of June 28, 2001 among the Payor, Avon Products,
Inc., and the stockholders of the Company named therein. This Note amends and restates
that Note of Payor in the principal amount of $3,500,000.00 dated January 15, 1999 as
further amended on June 28, 2001. Upon the execution and delivery hereof, each prior Note
as amended shall be deemed null and void and of no further force or effect and shall be
cancelled and returned to Payor. 



        The
principal and all accrued and unpaid interest on this Note shall be payable to the extent
of $150,000 in respect of accrued interest on June 30, 2003 and the balance on the
earliest to occur of (i) December 31, 2004; or (ii) the sale or transfer of all or
substantially all of the assets of Payor, or fifty percent (50%) or more of the fully
diluted outstanding capital stock of Payor (the “Company Shares”)to an entity
which is not directly or indirectly controlled by Eos International Inc., a Delaware
corporation. For purposes hereof controlled means the beneficial ownership of 50% or more
of the capital stock having the ordinary right to vote for directors. 



        Each
of the following events shall constitute an Event of Default (an “Event of
Default”) under this Note: 



         (a)       
          Failure of Payor to pay any amount due and payable under this Note when due,
          whether at the time scheduled for payment thereof or by reason of acceleration
          thereof or otherwise; 



         (b)       
          Payor shall: (i) apply for or consent to the appointment of a receiver, trustee
          or liquidator of any material part of its property; (ii) admit in writing its
          inability to pay debts as they mature; (iii) make a general assignment for the
          benefit of creditors; (iv) be adjudicated bankrupt or insolvent; (v) file a
          voluntary petition in bankruptcy or a petition or an answer seeking an
          arrangement with creditors or take advantage of any bankruptcy, insolvency,
          readjustment of debt, dissolution or liquidation law, or an answer admitting the
          material allegations of a petition filed against it in any proceeding under any
          such law; or (vi) take any action for the purpose of effectuating any of the
          foregoing; and 


















	



         (c)       
          Any order, judgment or decree shall be entered, without Payor’s
          application, approval or consent, by any court of competent jurisdiction,
          approving a petition seeking reorganization of Payor or of all or a
          substantially part of its assets, or appointing a receiver, custodian, trustee,
          intervenor or liquidator therefor, or such a petition seeking reorganization or
          liquidation shall be filed against Payor and such order, judgment or decree
          shall continue unstayed and in effect for a period of sixty (60) days; and 



         (d)       
          Payor shall materially breach its obligations to Payee under the Security
          Agreement dated as of December 27, 2002 between Payor and Payee, as the same is
          amended from time to time and Payor shall fail to correct such material breach
          thirty (30) days after written notice from Payee to Payor specifying the nature
          of such material breach and the corrective action required. 



        Upon
the occurrence of an Event of Default hereunder, at the option of Payee: (i) Payee may
declare this Note immediately due and payable in full, as to principal, interest and any
other sums payable hereunder, whereupon all such sums shall be and become immediately due
and payable in full; and (ii) Payee shall be entitled to exercise forthwith against Payor
any and all rights and remedies that may otherwise be available to Payee hereunder and at
law or in equity. 



        This
Note, and any payments due hereon, shall be subordinated to all Senior Debt (as
hereinafter defined), whether now or hereafter existing, of Payor. For the purpose of this
Note, “Senior Debt” shall mean and include the outstanding principal of,
premium, if any, and interest on all indebtedness of Payor (i) to PNC Bank, National
Association (“PNC Bank”), as agent for the lenders, under the working capital
facility extended by PNC Bank, as lender and as agent for the lenders, to Payor, on the
terms and conditions available under such facility and up to the maximum amount of
$7,000,000, as proposed to be amended; or (ii) to any other lender or lenders under any
substitute working capital, letter of credit, surety or other like facility made available
to Payor from time to time, up to an aggregate maximum amount of $7,000,000 as to all such
lenders at any given time; and any renewal, extensions, deferrals or replacements of any
such indebtedness up to an aggregate maximum amount of $7,000,000. In the event of the
distribution of assets of Payor upon liquidation, dissolution, or reorganization of Payor,
then of Payor, then principal, interest or premium on Senior Debt shall be paid before any
payment is made to Payee. In the event the Note is declared due and payable before its
stated maturity, no payment shall be made to Payee until principal, interest, and premium
on Senior Debt shall have been paid in full. This Note shall be secured by the Security
Agreement between Payor and Payee dated as of December 27, 2002, as the same is amended
from time to time. 


2

















	




        No
remedy conferred upon or reserved or available to Payee shall be exclusive of any other
remedy or remedies available to it, but each and every remedy shall be cumulative and
shall be in addition to every such remedy now or hereafter existing at law or in equity.
No delay or omission on the part of Payee to exercise any right or power arising upon the
occurrence of any Event of Default shall impair any right or power of Payee or be
construed to be a waiver by Payee of’ such Event of Default. Any right or power of
Payee may be exercised from time to time and as often as may be deemed expedient by it. 



        Payor
hereby: (i) waives demand, presentment for payment, notice of intention to accelerate,
notice of acceleration, protest, notice of protest, and all other notices and diligence in
collecting this Note; and (ii) agrees that it will not be necessary for Payee, in order to
enforce payment of this Note, to first institute suit or exhaust rights against Payor. 



        Payor
agrees to pay Payee’s reasonable expenses to obtain, enforce or liquidate payment or
performance of any of Payor’s obligations under this Note, which expenses shall
include reasonable attorney’s fees and expenses incurred by Payee. 



        No
waiver or modification of the term of this Note shall be valid unless in writing signed by
each Payee and Payor and then only to extent therein set forth. 



        This
Note shall be governed by and construed and enforced in accordance with the Laws of the
State of New York. 



        This
Note shall be binding upon the Payor and its respective successors and assigns, and shall
be enforced by Payee, its successors, assigns or subsequent holders of this Note. Any
transferee of this Note may be required to execute an intercreditor agreement pursuant to
the terms of a Security Agreement between Payor and Payee. 



        IN
WITNESS WHEREOF, Payor has executed and delivered this Note to be effective as of the
day and year first above-written. 












			DISCOVERY TOYS, INC.



By:  JAMES M. CASCINO
——————————————

Name:  James M. Cascino

Title:    Chief Executive Officer







	



3