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                                                                 Exhibit 10.9(b)

The CIT Group/
Commercial Services, Inc.
1211 Avenue of the Americas
New York, NY 10036

                             as of January 31, 2000

Toymax, Inc.
125 East Bethpage Road
Plainview, NY 11803

Ladies and Gentlemen:

Reference is made to the Collection Factoring Agreement between us dated
February 2, 1999, as amended (herein the "Agreement"). Capitalized terms used
herein unless specifically defined herein shall have the meanings ascribed to
such terms in the Agreement.

Pursuant to mutual understanding, the Agreement is amended effective January 1,
2000 as follows:

1.       Paragraph 7 of the Agreement is hereby deleted in its entirety and
         replace with the following:

         "7. For our services hereunder, we shall receive a commission equal to:

                  a) a preferred commission rate for customers listed on
                     Schedule A attached hereto equal to:

                           (i)      four-tenths of one percent (.40%) on the
                                    first $100,000,000-00 of factored sales
                                    during any Contract Year (as defined below);
                                    and

                           (ii)     thirty-five hundredths of one percent (.35%)
                                    for factored sales during any Contract Year
                                    above $100,000,000.00; and

                  b)  one-half of one percent (.50%) for all other customers;

                  on the invoice amount for each account, less selling discounts
                  (at our option, calculated on any terms offered), which
                  commission shall be due and payable by you and chargeable to
                  your account with us, at the end of the month in which such
                  account arises. In the event that the actual factoring
                  commissions paid to us by you during any Contract Year or part
                  thereof (herein the "Period") is less then


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                  $200,000.00 (the "Minimum Factoring Commissions"), we shall
                  charge your account as of the end of such Period with an
                  amount equal to the difference between the actual factoring
                  commissions paid during such Period and said Minimum Factoring
                  Commissions. Such charge is based upon maximum selling terms
                  of sixty (60) days, and no more extended terms or additional
                  dating shall be granted by you to any customer without our
                  prior written approval in each instance. When such approval is
                  given by us, our charge with respect to the accounts covered
                  thereby shall be increased at the rate of one-quarter of one
                  percent (.25%) for each additional 30 days or portion or
                  portion thereof of extended terms or additional dating. Our
                  assumption of credit risk shall not include any invoice which
                  represents the sale of samples. Contract Year shall mean the
                  12 month period commencing on January 1 of each year."

2.       All references in the Agreement to "governing rate" shall be, and each
         hereby is, amended to read "Chase Prime Rate". The Chase Prime Rate is
         the per annum rate of interest publicly announced by the Chase
         Manhattan Bank in New York, New York from time to time as its prime
         rate. (The prime rate is not intended to be the lowest rate of interest
         charged by The Chase Manhattan Bank to its borrowers).

3.       Paragraph 13 of the Agreement is deleted in its entirety and replace
         with the following:

         "13. This Agreement shall commence as of the date hereof and shall
         continue in full force and effect until ninety (90) days following
         written notice of an election to terminate this Agreement by either
         party to the other party by registered or certified mail, return
         receipt requested (the "Termination Date") in which event this
         Agreement shall so terminate. In the case of termination by you, we
         shall be entitled to receive an amount equal to the difference between
         the factoring commissions paid during the Contract Year in which the
         Termination Date occurs and the Minimum Factoring Commissions. No
         termination of this Agreement shall relieve or discharge either party
         of its duties, obligations and covenants with respect to the
         Obligations which exist at the Termination Date until all Obligations
         have been fully and finally paid and satisfied (whether contingent or
         otherwise)."

         Except as herein specifically provided, the Agreement remains in full
         force and effect in accordance with its terms and no other changes in
         the terms or provisions of the Agreement is intended or implied.

         If the foregoing is in accordance with your understanding, please so
         indicate by signing and returning to us the enclosed copy of this
         letter.

                                      Very truly yours,

                            THE CIT GROUP/COMMERCIAL SERVICES, INC.



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                            Assignee of Congress Talcott Corporation

                            BY  /s/ Steven Forleiter
                              -------------------------
                              Title: Vice President

         Read and Agreed to:

         TOYMAX, INC.

         By    /s/ William A. Johnson
            -------------------------
               Title: Chief Financial Officer


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                                   SCHEDULE A
                                  CUSTOMER LIST

                                                     WAL-MART

         K-Mart
         Toys 'R Us
         Kay-Bee Toys
         Target Stores
         Sears
         JC Penney's.
         Ames Department Stores
         Costco
         Meijer, Inc.
         BJ's Wholesale
         Walgreen's
         American Drug Stores
         Belk Stores
         Kohl's
         Talbot's
         Roses Stores, Inc.


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