Exhibit 10.1

FIRST AMENDMENT
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT(this "First
Amendment") is entered into as of May 31, 2002 by and among F.A.O., Inc., a California corporation ("Parent"), FAO
Schwarz, Inc., a Delaware corporation ("Schwarz"), ZB Company, Inc., a Delaware corporation
("ZB", and jointly, severally, and jointly and severally with Parent and Schwarz, "Borrowers"), the
financial institutions from time to time party to the Loan Agreement referred to below (the "Lenders") and Wells Fargo Retail Finance, LLC, as Agent for
the Lenders (in such capacity, "Agent").

RECITALS

Borrowers, Agent and the Lenders have entered into the Amended and Restated Loan and Security Agreement dated as of April 30, 2002, (as amended hereby and
as further amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") pursuant to which the Lenders and Agent have
agreed to make certain revolving credit advances and other financial accommodations to Borrowers.

Borrowers
have requested an amendment to the Loan Agreement to extend the term of the Loan Agreement. The Lenders and Agent are willing 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.Amendment to the Loan Agreement.Section 3.4of the
Loan Agreement is hereby amended by deleting the words "October 6, 2004" in suchSection 3.4and inserting in lieu thereof the words
"April 30, 2005".

2.Conditions Precedent to First Amendment.The satisfaction of each of the following, unless waived or deferred
by Agent, in its sole discretion, shall constitute conditions precedent to the effectiveness of this First Amendment and each and every provision hereof:



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3.Representations and Warranties.Each Borrower hereby represents and warrants to Agent that (a) the
execution, delivery, and performance of this First Amendment and 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 First Amendment and the Loan Agreement constitute such
Borrower's legal, valid, and binding obligation, enforceable against such Borrower in accordance with its terms; (c) this First Amendment has been duly executed and delivered by such Borrower;
(d) the Borrowers are in compliance with all of the terms and provisions set forth in the Loan Agreement and each of the other Loan Documents, as previously amended and as amended hereby, on
their part to be observed or performed on or prior to the date hereof; and (e) except as expressly waived hereby, no Event of Default has occurred and is continuing.

4.Reaffirmation.Each Borrower further reaffirms all of its obligations, as amended hereby, under the Loan
Agreement, as amended hereby, and the other Loan Documents.

5.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 First 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 Agent under the Loan Agreement, as in effect prior to the date hereof.

6.Further Assurances.Borrowers 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, for its benefit and the ratable benefit of the Lenders, and to fully consummate the transactions contemplated under this First Amendment and the Loan Agreement, as amended
hereby.

7.No Novation; Entire Agreement.This First Amendment evidences solely the amendment of the terms and
provisions of Borrowers' obligations under the Loan Agreement and is not a novation or discharge thereof. There are no other understandings, express or implied, among Agent and Borrowers regarding the
subject matter hereof.

8.Choice of Law.The validity of this First 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 without giving effect to conflicts of laws principals.

9.Counterparts; Telefacsimile Execution.This First 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 First Amendment by telefacsimile shall be as effective as delivery of a manually executed counterpart of this First
Amendment. Any party delivering an executed counterpart of this First Amendment by telefacsimile also shall deliver a manually executed counterpart of this First Amendment but the failure to deliver a
manually executed counterpart shall not affect the validity, enforceability, and binding effect of this First Amendment.

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10.Definitions and Construction.



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

| |  | BORROWERS:                                           
| |  | -----------------------------------------------------
| |  | F.A.O., 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:                                                  

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