AMENDMENT NO. 5 TO
                           LOAN AND SECURITY AGREEMENT

         THIS AMENDMENT NO. 5 TO LOAN AND SECURITY  AGREEMENT (this "Amendment")
is dated as of March  31,  1999 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"); and

         WHEREAS,  the  Borrower and the members of the GTS  Consolidated  Group
have  requested the Lender 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. Amendment to the Agreement. The Lender, the Borrower and the
members of the GTS  Consolidated  Group  agree  that,  effective  as of the date
hereof,  the  definition of  "Applicable  Inventory  Advance Rate"  contained in
Section  1 of the  Agreement  is  hereby  amended  and  restated  to read in its
entirety as follows:

                           "`Applicable Inventory Advance Rate' means:

                  (i) during the period  beginning  on February 1, 1999  through
         and including April 15, 1999, fifty-five percent (55%); and

                  (ii)  during  the  period  beginning  on  April  16,  1999 and
         thereafter,  the lesser of (x) fifty percent (50%) and (y) a percentage
         equal  to  eighty-five  percent  (85%)  of  the   going-out-of-business
         appraised  value  of  the  Borrower's  inventory,  net  of  liquidating
         expenses,  expressed as a percentage of inventory cost, as reflected on
         the then most recently completed  appraisal delivered to the Lender. By
         way of example,  if the most recent  appraisal  delivered to the Lender
         showed that the going-out-of-business appraised value of the Borrower's
         inventory,  net of liquidating  expenses,  was seventy percent (70%) of
         the inventory cost,  then the percentage  described in clause (y) above
         would be 85% times 70%, or 59.5%."

         Section  2.  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 3. 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) 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 4. 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.

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                  (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.

                    [signatures continued on following page]



<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: