Exhibit 10.6

THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER FEDERAL OR STATE SECURITIES LAWS, OR UNLESS THE PROPOSED TRANSACTION IS REGISTERED OR QUALIFIED AS
REQUIRED.

This
instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Amended and Restated Subordination and Intercreditor Agreement
(as amended, supplemented or otherwise modified from time to time, the "Subordination Agreement") dated as of April 30, 2002, among KBB Retail Assets Corp. (fka F.A.O. Schwarz) ("KBB"), Quality
Fulfillment Services, Inc. ("QFS"), FAO, Inc. fka The Right Start, Inc. (the "Parent"), FAO Schwarz, Inc. fka Toy Soldier, Inc. (collectively with Parent, the
"Obligors") and Wells Fargo Retail Finance, LLC (the "Senior Lender"), to the indebtedness (including interest) owed by the Obligors pursuant to that certain Loan and Security Agreement dated as of
April 30, 2002, between the Obligors and the Senior Lender, as such Loan and Security Agreement has been and hereafter may be amended, supplemented or otherwise modified from time to time (the
"Wells Loan Agreement") and to indebtedness refinancing the indebtedness under that agreement as contemplated by the Subordination Agreement; and each holder of this instrument, by its acceptance
hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.

FAO SCHWARZ, INC.    AMENDED AND RESTATED SUBORDINATED NOTE DUE DECEMBER 30, 2003

|$1,000,000         |  | King of Prussia, Pennsylvania
|------------------ |  | -----------------------------
|Note No. Chicago-2 |  | December 16, 2002            

FOR
VALUE RECEIVED, the undersigned, FAO Schwarz, Inc., a Delaware corporation (the "Company"), promises to pay to KBB RETAIL ASSETS CORP., or registered assigns (the "Holder"),
the principal sum of ONE MILLION DOLLARS, as such principal sum may be reduced through prepayments, plus any accrued and unpaid interest thereon as provided for herein (or so much of such aggregate
amount as shall not have been prepaid) upon a demand made on or after December 1, 2003. Payments are to be made to the address of the registered holder of this Note as set forth on the records
of the Company in lawful money of the United States of America.

This
Note amends and restates that certain Subordinated Note No. Chicago-1, due January 6, 2002, in the aggregate principal amount of $1,500,000 and is issued in
exchange for such note such that title to the "Chicago Inventory" (as that term is defined in that certain Amended and Restated Interim Operating Agreement dated as of the date hereof, by and among
the Company, Parent, Royal Vendex KBB N.V. ("Vendex") and KBB (the "Agreement"; capitalized terms used in this Note without definition shall have the meanings ascribed to such terms in the Agreement))
shall remain in the Company.

The
Company promises to pay interest on the principal amount of this Note, in cash at a rate equal to the prime rate charged by Wells Fargo Bank, N.A. plus 3% per annum for the period
prior to December 1, 2003 and at a rate equal to 22% per annum for the period from December 1, 2003 through the date of payment of the full principal amount of this Note. Payment shall
be made to the holder of record of this Note on the Company's records (the "Holder") at the close of business on the date that is 10 business days prior to the date of such payment. Interest on the
unpaid principal amount of this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance hereof. Interest will be computed
on the basis of a

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360-day year consisting of twelve 30-day months and will be compounded semi-annually. The Company shall pay principal of and interest on this Note in such coin or
currency of the United States of America as at the time of payment shall be legal tender. The Company may, however, pay principal of or interest on this Note by wire transfer of federal funds, or
interest on this Note by its check payable in such legal tender.

This
Note is the subordinated note totaling $1,000,000 in aggregate principal amount issued as payment as described above (the "Note"). This Note is guaranteed by the Parent pursuant to
a guaranty dated as of January 6, 2002, and secured by a security agreement dated as of January 6, 2002, each of which
was amended by the Agreement. If the Company shall (i) fail to pay principal or interest when due at maturity or as required by any mandatory prepayment provision hereof, (ii) fail
generally to pay its debts as they mature, (iii) have any complaint, application, or petition filed by or against it initiating any matter in which the Company is or may be granted any relief
from the its debts pursuant to Title 11, U.S.C., as amended from time to time, or any other insolvency statute or procedure or make a general assignment for the benefit of its creditors (a "Bankruptcy
Event"), (iv) experience or suffer to exist an "Event of Default" (as defined in the Wells Loan Agreement) which Event of Default (as defined in the Wells Loan Agreement) is continuing and has
not been waived within ten days after written notice thereof to the Company, or (v) fail to comply with any other provision of this Note or the Agreement which failure shall continue for five
days after written notice thereof from the Holder (each of (i) through (v) above, an "Event of Default"), the aggregate outstanding amount of this Note, including any accrued and unpaid
interest, shall be immediately due and payable, and in addition thereto, and not in substitution therefor, the Holder shall be entitled to exercise any one or more of the rights and remedies provided
by law. Failure to exercise any right or remedy under this Note or available under applicable law shall not constitute a waiver of such option or such other remedies or of the right to exercise any of
the same in the event of any subsequent Event of Default. The Company and all makers, sureties, guarantors, endorsers and other persons assuming obligations pursuant to this Note hereby waive
presentment, protest, demand, notice of dishonor and all other notices and all defenses and pleas on the grounds of any extension of the time of payments or the due dates hereof, in whole or in part,
before or after maturity, with or without notice. No renewal or extension of this Note, no release of any obligor and no delay in enforcement of this Note or in exercising any right or power hereunder
shall affect the liability of any obligor hereunder.

1.
Ranking. This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in the Subordination Agreement to the indebtedness
(including interest) owed by the Company pursuant to the Wells Loan Agreement and to indebtedness refinancing the indebtedness under the Wells Loan Agreement (the "Wells Indebtedness") as contemplated
by the Subordination Agreement, and to any other secured indebtedness of the Company for borrowed money permitted by the Wells Loan Agreement, and each Holder of this Note, by acceptance hereof,
agrees to be bound by the provisions of the Subordination Agreement. In the event that any provisions of this Note are deemed to conflict with the Subordination Agreement, the provisions of the
Subordination Agreement shall govern.

2.
Covenants.



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3.
Transfer; Registration; Replacement; Prepayment.



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4.
Miscellaneous.



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If to Holder:

At its address set forth on the
records of the Company which, until
changed as set forth herein shall be:c/o Royal Vendex KBB N.V.
De Klencke 6, NL-1083
Postbus 7997, 1008, AD
Amsterdam, The Netherlands
Attention: Marcel Smits/Eric ter Hark
Tel: 31.20.5490.596
Fax: 31.20.6461.954
Email: eric.ter.hark@vendexkbb.nlwith required copy to (which, in and
of itself, shall not constitute
notice):Kronish Lieb Weiner & Hellman LLP
1114 Avenue of the Americas
New York, New York 10036
Attention: Mark Lipschutz
Tel: (212) 479-6355
Fax: (212) 479-6275
Email: mlipschutz@klwhllp.comIf to Company to:

FAO Schwarz, Inc.
2520 Renaissance Boulevard
King of Prussia, Pennsylvania 19406
Attention: Legal
Tel: (610) 278-7800
Fax: (610) 278-7804
Email: jgroner@faoinc.comwith required copy to (which, in and
of itself, shall not constitute
notice):Fulbright & Jaworski L.L.P.
865 South Figueroa Street, 29th Floor
Los Angeles, CA 90017
Attention: Victor Hsu, Esq.
Tel: (213) 892-9326
Fax: (213) 680-4518
Email: vhsu@fulbright.com




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IN
WITNESS WHEREOF, the undersigned has caused this Note to be duly executed on its behalf as of the date first hereinabove set forth.

| |  | FAO SCHWARZ, INC.
| |  | -----------------
| |  | By:              

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