CONSENT AND AMENDMENT NO. 1 TO
                           LOAN AND SECURITY AGREEMENT

         THIS CONSENT AND AMENDMENT NO. 1 TO LOAN AND SECURITY  AGREEMENT  (this
"Amendment")  is dated as of June 17,  1998  and is  entered  into by and  among
BankAmerica  Business  Credit,  Inc.  (the  "Lender"),  The  Great  Train  Store
Partners, L.P. (the "Borrower"), and The Great Train Store Company, GTS Partner,
Inc. and GTS Limited Partner, Inc. as members of the GTS Consolidated Group. All
capitalized  terms used herein but not otherwise defined shall have the meanings
ascribed to them in the Agreement (as hereinafter defined).

                                   WITNESSETH:

         WHEREAS,  the Borrower,  the members of the GTS Consolidated  Group and
the Lender have entered into that certain Amended and Restated Loan and Security
Agreement  dated as of January  27,  1998,  as  amended  and  supplemented  (the
"Agreement");

         WHEREAS,  the  Borrower and the members of the GTS  Consolidated  Group
desire to enter into a certain Debenture Purchase Agreement dated as of June 17,
1998 (the "Debenture Purchase  Agreement") with Sirrom Capital Corporation d/b/a
Tandem Capital (the  "Creditor")  and to execute and deliver  certain  documents
related thereto; and

         WHEREAS,  the  Borrower and the members of the GTS  Consolidated  Group
desire to have the Lender  consent to their  entering  into and  performing  the
Debenture  Purchase  Agreement and certain documents related thereto and also to
amend the  Agreement  in certain  respects,  and the Lender is willing to do so,
subject to the terms and conditions stated herein;

         NOW,  THEREFORE,  in consideration of the premises herein contained and
other good and  valuable  consideration,  the receipt and  adequacy of which are
hereby acknowledged, the Borrower, the members of the GTS Consolidated Group and
the Lender hereby agree as follows:

         Section 1. Consent.  The Lender hereby consents to the Borrower and the
members of the GTS Consolidated Group entering into and performing the Debenture
Purchase  Agreement and certain related documents with the Creditor in the forms
previously delivered to the Lender,  provided,  however, that the parties hereto
and the Creditor shall have entered into a Subordination  Agreement satisfactory
in form and substance to the Lender.  This consent is only  applicable and shall
only be  effective  for the specific  instance and for the specific  purpose for
which given.  Such consent is expressly  limited to the facts and  circumstances
referred  to herein  and  shall not  operate  (a) as a waiver of or  consent  to
non-compliance  with any  other  section  of the  Agreement  or any  other  Loan
Document,  (b) as a waiver of or a restriction  on or prejudice with respect to,
any right,  power or remedy of the Lender under the  Agreement or any other Loan
Document,  or (c) as a waiver of or  consent  to any Event of  Default  or Event
under the Agreement or any other Loan Document.

         Section 2. Amendment to the Agreement. The Lender, the Borrower and the
members of the GTS Consolidated  Group agree that the Agreement shall be amended
as follows:

                  (a) The definition of "Distribution" contained in Section 1 of
         the Agreement is hereby amended and restated to read in its entirety as
         follows:

                                    "`Distribution'  means,  in  respect  of any
                  corporation:  (a) the  payment  or making of any  dividend  or
                  other  distribution of Property in respect of capital stock of
                  such  corporation  or warrants  to buy  capital  stock of such
                  corporation,  other than  distributions  in  capital  stock or
                  warrants of the same  class;  or (b) the  redemption  or other
                  acquisition  of any capital stock of such  corporation  or any
                  warrants to buy capital stock of such corporation."

                  (b) The definition of "Loan Documents"  contained in Section 1
         of the Agreement is hereby amended and restated to read in its entirety
         as follows:

                                    "`Loan Documents' means this Agreement,  the
                  Patent and Trademark  Assignments,  the Parent  Guaranty,  the
                  Affiliate Guaranties,  the Subordination Agreement dated as of
                  June 17, 1998 with Sirrom  Capital  Corporation  d/b/a  Tandem
                  Corporation,  and  all  other  agreements,   instruments,  and
                  documents heretofore,  now or hereafter evidencing,  securing,
                  guaranteeing  or otherwise  relating to the  Obligations,  the
                  Collateral,  the Security Interest, or any other aspect of the
                  transactions contemplated by this Agreement."

                  (c) The definition of "Permitted  Debt" contained in Section 1
         of the Agreement is hereby amended and restated to read in its entirety
         as follows:

                                    "`Permitted  Debt'  means  (a) the New Store
                  Equipment  Financing consented to by Lender in accordance with
                  Section 10.16,  (b) the Debt described on Schedule 10.11,  and
                  (c) the Debt  arising  under that certain  Debenture  Purchase
                  Agreement  dated  as of June  17,  1998  with  Sirrom  Capital
                  Corporation  d/b/a  Tandem  Capital,  provided  that said Debt
                  shall be  subject  to the terms of a  Subordination  Agreement
                  dated as of June 17, 1998 among the  Borrower,  the members of
                  the GTS  Consolidated  Group,  the Lender  and Sirrom  Capital
                  Corporation d/b/a Tandem Capital."

                  (d) The definition of "Permitted Liens" contained in Section 1
         of the  Agreement is hereby  amended by the  addition  thereto of a new
         clause (j), which new clause (j) shall immediately follow clause (i) in
         said  definition and which new clause (j) shall read in its entirety as
         follows:

                           "and (j) Liens in favor of Sirrom Capital Corporation
                  d/b/a Tandem Capital  arising under on in connection with that
                  certain  Debenture  Purchase  Agreement  dated  as of June 17,
                  1998,  provided  that said Liens shall be subject to the terms
                  of a  Subordination  Agreement dated as of June 17, 1998 among
                  the Borrower,  the members of the GTS Consolidated  Group, the
                  Lender and Sirrom Capital Corporation d/b/a Tandem Capital."

                  (e)  Section  8.2 of the  Agreement  is hereby  amended by the
         addition  thereto  of a new  clause  (k),  which new  clause  (k) shall
         immediately  follow  clause (j) of Section 8.2 and which new clause (k)
         shall read in its entirety as follows:

                                    "(k)  Promptly   after  their   preparation,
                  copies  of any and all  materials  which the  Borrower  or any
                  member of the GTS Consolidated Group makes available to Sirrom
                  Capital  Corporation  d/b/a Tandem  Capital under that certain
                  Debenture Purchase Agreement dated as of June 17, 1998."

                  (f) Section  12.1(d) of the  Agreement  is hereby  amended and
         restated to read in its entirety as follows:

                                    "(d) (i) default shall occur with respect to
                  the payment of any  principal or interest on any  indebtedness
                  for  borrowed  money  (other  than  the  Obligations)  of  the
                  Borrower or any member of the GTS  Consolidated  Group  beyond
                  any period of grace  provided  with respect  thereto;  or (ii)
                  default  shall occur  under that  certain  Debenture  Purchase
                  Agreement  dated  as of June  17,  1998  with  Sirrom  Capital
                  Corporation d/b/a Tandem  Corporation,  and such default shall
                  continue  for more than the period of grace,  if any,  therein
                  specified,  if the effect  thereof (with or without the giving
                  of notice or further lapse of time or both) is to  accelerate,
                  or  to  permit  the  holders  of  any  such   indebtedness  to
                  accelerate,  the maturity of any such  indebtedness;  or (iii)
                  any   indebtedness   for   borrowed   money  (other  than  the
                  Obligations)  of  the  Borrower  or  any  member  of  the  GTS
                  Consolidated  Group  shall be  declared  due and payable or be
                  required to be prepaid  (other  than by a regularly  scheduled
                  required prepayment) prior to the stated maturity thereof;"

                  (g) Exhibit B to the Agreement is hereby  amended and restated
         to read in its  entirety  as  provided  in Exhibit B  attached  to this
         Amendment.

         Section  3.  Consents  and  Reaffirmations.  The  members  of  the  GTS
Consolidated  Group hereby consent to the terms and conditions of this Amendment
and reaffirm  their  obligations  under the Parent  Guaranty  and the  Affiliate
Guaranties  dated as of January  27,  1998 made by such  members in favor of the
Lender,  and  acknowledge  and agree that the Parent  Guaranty and the Affiliate
Guaranties remain in full force and effect.

         Section 4. Conditions.  The  effectiveness of this Amendment is subject
to the satisfaction of the following conditions precedent:

                  (a) Amendment.  Fully executed copies of this Amendment signed
         by the Borrower and the members of the GTS Consolidated  Group shall be
         delivered to the Lender.

                  (b)  Subordination  Agreement.  Fully executed  copies of that
         certain  Subordination  Agreement  dated as of June 17,  1998 among the
         parties hereto and the Creditor  signed by all parties thereto shall be
         delivered to the Lender.

                  (c) Debenture Purchase Agreement. Copies of the fully executed
         Debenture  Purchase  Agreement and all documents relating thereto shall
         be delivered to the Lender.

                  (d) Other  Documents.  The Borrower and the members of the GTS
         Consolidated Group shall have executed and delivered to the Lender such
         other documents and instruments as the Lender may require.

         Section  5.  Agreement.  The  Borrower  and  the  members  of  the  GTS
Consolidated  Group agree to deliver to the Lender,  within  thirty (30) days of
the date hereof, a certificate  executed by the Secretary or Assistant Secretary
of the Borrower and each member of the GTS  Consolidated  Group  certifying that
each such Person's  Board of Directors has adopted  resolutions  authorizing  or
ratifying  the  execution,  delivery  and  performance  by such  Person  of this
Amendment, and attaching copies of all such resolutions.

         Section 6.        Miscellaneous.

                  (a)   Survival  of   Representations   and   Warranties.   All
         representations  and  warranties  made in the  Agreement  or any  other
         document or documents relating thereto, including,  without limitation,
         any Loan Document  furnished in connection with this  Amendment,  shall
         survive the execution and delivery of this Amendment and the other Loan
         Documents,  and no  investigation  by the Lender or any  closing  shall
         affect the representations and warranties or the right of the Lender to
         rely thereon.

                  (b) Reference to Agreement.  The  Agreement,  each of the Loan
         Documents,  and any and all other agreements,  documents or instruments
         now or hereafter  executed and delivered  pursuant to the terms hereof,
         or pursuant to the terms of the Agreement as amended hereby, are hereby
         amended so that any  reference  therein to the  Agreement  shall mean a
         reference to the Agreement as amended hereby.

                  (c)  Agreement  Remains in Effect.  The Agreement and the Loan
         Documents remain in full force and effect, and each of the Borrower and
         the members of the GTS  Consolidated  Group  ratifies  and confirms its
         agreements  and  covenants  contained  therein.   The  Borrower  hereby
         confirms  that,  after  giving  effect to this  Amendment,  no Event of
         Default or Event exists as of such date.

                  (d)  Severability.  Any provision of this  Amendment held by a
         court of competent  jurisdiction to be invalid or  unenforceable  shall
         not impair or invalidate the remainder of this Amendment and the effect
         thereof  shall be  confined to the  provision  so held to be invalid or
         unenforceable.

                  (e)  APPLICABLE   LAW.  THIS  AMENDMENT  AND  ALL  OTHER  LOAN
         DOCUMENTS  EXECUTED  PURSUANT  HERETO SHALL BE DEEMED TO HAVE BEEN MADE
         AND TO BE PERFORMABLE IN THE STATE OF MISSOURI AND SHALL BE GOVERNED BY
         AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSOURI.

                  (f) Successors and Assigns. This Amendment is binding upon and
         shall inure to the benefit of the parties  hereto and their  respective
         successors and assigns;  provided,  however,  that the Borrower and the
         members of the GTS Consolidated Group may not assign or transfer any of
         their  respective  rights or  obligations  hereunder  without the prior
         written consent of the Lender.

                  (g)  Counterparts.  This  Amendment  may be executed in one or
         more counterparts, each of which when so executed shall be deemed to be
         an original,  but all of which when taken together shall constitute one
         and the same instrument.

                  (h) Headings. The headings,  captions and arrangements used in
         this  Amendment  are for  convenience  only and  shall not  affect  the
         interpretation of this Amendment.

                  (i)  Expenses of the  Lender.  The  Borrower  agrees to pay on
         demand (i) all costs and expenses  reasonably incurred by the Lender in
         connection  with the  preparation,  negotiation  and  execution of this
         Amendment and the other Loan Documents executed pursuant hereto and any
         and all subsequent amendments, modifications, and supplements hereto or
         thereto,  including,  without  limitation,  the  costs  and fees of the
         Lender's legal counsel and the allocated cost of the Lender's  in-house
         counsel,  and (ii) all costs and  expenses  reasonably  incurred by the
         Lender in connection with the enforcement or preservation of any rights
         under the Agreement,  this Amendment  and/or the other Loan  Documents,
         including, without limitation, the costs and fees of the Lender's legal
         counsel and the allocated cost of the Lender's in-house counsel.

                  (j) NO ORAL  AGREEMENTS.  THIS  AMENDMENT,  TOGETHER  WITH THE
         OTHER  LOAN  DOCUMENTS  AS  WRITTEN,  REPRESENTS  THE FINAL AND  ENTIRE
         AGREEMENT  AMONG THE  PARTIES  HERETO  AND MAY NOT BE  CONTRADICTED  BY
         EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
         PARTIES.  THERE ARE NO  UNWRITTEN  ORAL  AGREEMENTS  AMONG THE  PARTIES
         HERETO.


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first written above.

                                   THE GREAT TRAIN STORE PARTNERS, L.P.

                                   By:  GTS PARTNER, INC., its General Partner


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                   THE GREAT TRAIN STORE COMPANY


                                   By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                   GTS PARTNER, INC.


                                   By: 
                                        ----------------------------------------
                                        Name:
                                        Title:


                                   GTS LIMITED PARTNER, INC.


                                   By:
                                        ----------------------------------------
                                        Name:
                                        Title:



                                   BANKAMERICA BUSINESS CREDIT, INC.


                                   By:
                                         ---------------------------------------
                                         Name:
                                         Title:

<PAGE>

                                    EXHIBIT B

                               NOTICE OF BORROWING



Date:  ______________, _____




To:      BankAmerica  Business  Credit,  Inc.  as Lender  under the  Amended and
         Restated Loan and Security  Agreement  dated as of January 27, 1998 (as
         extended, renewed, amended or restated from time to time, the "Loan and
         Security  Agreement") between the Great Train Store Partners,  L.P. and
         BankAmerica Business Credit, Inc.

Ladies and Gentlemen:

         The undersigned, The Great Train Store Partners, L.P. (the "Borrower"),
refers to the Loan and Security Agreement,  the terms defined therein being used
herein as therein  defined,  and  hereby  gives you  notice  irrevocably  of the
Borrowing specified below:

         1.       The   Business    Day   of   the    proposed    Borrowing   is
                  _________________, ____.

         2.       The   aggregate   amount   of  the   proposed   Borrowing   is
                  $__________________.

         3.       The  Borrowing  is to be  comprised  of  $________________  of
                  Reference Rate Revolving  Loans and  $______________  of LIBOR
                  Revolving Loans.

         4.       The  duration of the Interest  Period for the LIBOR  Revolving
                  Loans,  if any,  included in the Borrowing shall be __________
                  months.

         The undersigned hereby certifies that the following statements are true
on the date  hereof,  and will be true on the  date of the  proposed  Borrowing,
before and after giving effect  thereto and to the  application  of the proceeds
therefrom:

         (a) The representations and warranties of the Borrower contained in the
Loan and  Security  Agreement  are true and  correct as though made on and as of
such date;

         (b) No Event or Event of Default has  occurred  and is  continuing,  or
would result from such proposed Borrowing;

         (c) The  proposed  Borrowing  will not  cause the  aggregate  principal
amount of all outstanding  Revolving Loans plus the aggregate  amount  available
for drawing under all outstanding Letters of Credit, to exceed the Availability;
and

         (d) The  proposed  Borrowing  will not  cause the  aggregate  principal
amount of all outstanding  Revolving Loans plus the aggregate  amount  available
for drawing under all  outstanding  Letters of Credit,  to exceed the sum of (i)
the  greater  of  (A)  $15,000,000,  or (B)  eighty-five  percent  (85%)  of the
Borrower's  Inventory as reflected in the most recent borrowing base certificate
delivered by the Borrower to the Lender plus (ii) $1,000,000.

                                       THE GREAT TRAIN STORE PARTNERS, L.P.

                                       By:  GTS PARTNER, INC.,
                                            its General Partner


                                           By:
                                                --------------------------------
                                                Name:  Cheryl A. Taylor
                                                Title: Vice President