Exhibit 10.9

FOURTH AMENDMENT  TO  AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Fourth Amendment") is entered
into and effective as of December 16, 2002 by and among, on the one hand, FAO, Inc., FAO Schwarz, Inc. and ZB Company, Inc., each a Delaware corporation (collectively,
"Borrowers"), and, on the other hand, the financial institutions from time to time party to the Loan Agreement referred to below (collectively, the
"Lenders" and each individually, a "Lender") and Wells Fargo Retail Finance, LLC, as agent for the
Lenders (in such capacity, "Agent").

RECITALS

Borrowers, Agent and Lenders have entered into the Amended and Restated Loan and Security Agreement dated as of April 30, 2002, as amended by the First
Amendment to Amended and Restated Loan and Security Agreement dated as of May 31, 2002, the Second Amendment to Amended and Restated Loan and Security Agreement dated as of August 15,
2002 and the Third Amendment to Amended and Restated Loan and Security Agreement dated as of November 21, 2002 (as so amended, as amended hereby and as further amended, restated, supplemented
or otherwise modified from time to time, the "Loan Agreement") pursuant to which Lenders and Agent have agreed to make certain revolving credit advances
and provide other financial accommodations to Borrowers.

Borrowers
have requested certain waivers under the Loan Agreement, and the parties desire to amend certain provisions of the Loan Agreement. Agent and Lenders are willing to grant the
waiver set forth inSection 3below and to amend the Loan Agreement on the terms and conditions hereinafter set forth.

NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties signatory hereto agree as follows.

1. Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings given to such terms in the Loan
Agreement.

2.Amendments to the Loan Agreement.



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3.Waivers.



4.Conditions Precedent to Fourth Amendment. The satisfaction of each of the following, unless waived or deferred by Agent in its sole
discretion or, in the case of subsection (b) below, by the Required
Lenders or all of the Lenders, as applicable, shall constitute conditions precedent to the effectiveness of this Fourth Amendment and each and every provision hereof:



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5.Representations and Warranties. Each Borrower hereby represents and warrants to Agent that (a) the execution, delivery, and
performance of this Fourth Amendment and of the Loan Agreement are within such Borrower's corporate powers, have been duly authorized by all necessary corporate action, and are not in contravention of
any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any
contract or undertaking to which it is a party or by which any of its properties may be bound or affected, (b) this Fourth Amendment and the Loan Agreement constitute such Borrower's legal,
valid, and binding obligation, enforceable against such Borrower in accordance with its terms, and (c) this Fourth Amendment has been duly executed and delivered by such Borrower.

6.Choice of Law. The validity of this Fourth Amendment, its construction, interpretation and enforcement, and the rights of the parties
hereunder, shall be determined under, governed by, and construed in accordance with the laws of the State of New York.

7. Counterparts; Telefacsimile Execution. This Fourth Amendment may be executed in any number of counterparts and by different parties and
separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an
executed counterpart of a signature page to this Fourth Amendment by telefacsimile shall be as effective as delivery of a manually executed counterpart of this Fourth Amendment. Any party delivering
an executed counterpart of this Fourth Amendment by telefacsimile also shall deliver a manually executed counterpart of this Fourth Amendment but the failure to deliver a manually executed counterpart
shall not affect the validity, enforceability, and binding effect of this Fourth Amendment.

8. Effect on Loan Agreement. The Loan Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its
respective terms and hereby is ratified and confirmed in all respects. The execution, delivery, and performance of this Fourth Amendment shall not operate as a waiver of or, except as expressly set
forth herein, as an amendment of, any right, power, or remedy of the Agent under the Loan Agreement, as in effect prior to the date hereof.

9.Further Assurances. Each Borrower shall execute and deliver all agreements, documents, and instruments, in form and substance
satisfactory to Agent, and take all actions as Agent may reasonably request from time to time, to perfect and maintain the perfection and priority of the security interest in the Collateral held by
Agent and to fully consummate the transactions contemplated under this Fourth Amendment and the Loan Agreement, as amended by this Fourth Amendment.

10.Miscellaneous.



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IN
WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to Amended and Restated Loan and Security Agreement to be executed as of the date first above written.

|                                   |  | FAO, INC.                                            
|---------------------------------- |  | -----------------------------------------------------
|                                   |  | By:                                                  
|                                   |  | ZB COMPANY, INC.                                     
|                                   |  | By:                                                  
|                                   |  | FAO SCHWARZ, INC.                                    
|                                   |  | By:                                                  
|                                   |  | LENDERS:                                             
|                                   |  | WELLS FARGO RETAIL FINANCE, LLC,as Agent and a Lender
|                                   |  | By:                                                  
|                                   |  | LASALLE BUSINESS CREDIT, INC.                        
|                                   |  | By:                                                  
|                                   |  | ORIX FINANCIAL SERVICES, INC.                        
|                                   |  | By:                                                  
|Signature Page to Fourth Amendment

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Acknowledgment and Consent

Reference is made to (i) the Amended and Restated Participation and Intercreditor Agreement dated as of April 30, 2002 by and between Agent and
Hilco Capital LP, a Delaware limited partnership ("Hilco") and (ii) the Amended and Restated Participation and Intercreditor Agreement dated as of April 30, 2002 by and between Agent and
Kayne Anderson Private Investors, L.P. ("KAPI"). By its respective signature below, each of Hilco and KAPI acknowledges receipt of a copy of the Fourth Amendment and consents to the execution and
delivery by Borrowers, Agent and the Lenders of the Fourth Amendment and the execution and delivery of all other Loan Documents (as defined in the Loan Agreement, as amended by the Fourth Amendment)
to be executed in connection therewith.

| |  | HILCO CAPITAL LP                      
| |  | --------------------------------------
| |  | By:                                   
| |  | KAYNE ANDERSON PRIVATE INVESTORS, L.P.
| |  | By:                                   

| |  | By: | Kayne Anderson Investment
Management, Inc., its General Partner
| |  | --- | ---------------------------------------------------------------
| |  | By: | David Shladovsky,
General Counsel and Secretary                

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