Exhibit 10.114

                         SUBORDINATED SECURITY AGREEMENT

     SUBORDINATED  SECURITY  AGREEMENT  dated as of November  11,  1998,  by and
between  PLAY CO.  TOYS &  ENTERTAINMENT  CORP.,  a  Delaware  corporation  (the
"Debtor")  and  FRAMPTON  INDUSTRIES,  LTD.  (hereinafter  called  the  "Secured
Party").

                                    RECITALS

         This  Subordinated  Security  Agreement  is executed  and  delivered by
Debtor to Secured Party for the purpose of securing all Obligations of Debtor to
Secured  Party for any sums due or to become due to Secured  Party from  Debtor,
now or hereafter under a certain 5% Secured Subordinated Debenture dated of even
date hereof in the principal sum of $500,000  (the  "Debenture")  and granting a
security  interest to Secured  Party in the  Collateral  Security (as  hereafter
defined). Capitalized terms not otherwise defined herein shall have the meanings
given to them under the Note.

                                    AGREEMENT

     In consideration of the foregoing and the mutual promises, covenants, terms
and conditions  contained herein, and of other good and valuable  consideration,
the receipt and  sufficiency of which are hereby  acknowledged,  it is agreed as
follows:

     1.  Grant of  Security  Interest.  As  security  for the full  payment  and
performance  of Debtor to Secured  Party of all  Obligations  arising out of the
Debenture (the "Obligation"),  Debtor hereby grants to Secured Party a lien upon
and a continuing  security  interest  subject and subordinate  only to Permitted
Senior Liens including the lien of Finova Capital Corporation in:

     (a) All  inventory  now owned or  hereafter  acquired  by Debtor,  wherever
located (as defined in the Finova Loan and Security Agreement);

     (b) All accounts, including accounts receivable,  contract rights and other
rights  to the  payment  of  money,  now or  hereafter  existing,  now  owned or
hereafter  acquired  by  Debtor  ("Accounts"),  all  cash and  deposit  accounts
including deposits with Banks in connection with credit card accounts;

     (c) All furniture, fixtures, equipment and other tangible personal property
in all of its forms,  wherever located, now or hereafter existing,  now owned or
hereafter acquired by Debtor;

     (d) All right,  title and interest of Debtor as licensee  under any license
agreements now existing or hereafter acquired subject to the terms thereof;

     (e) To the extent not  otherwise  included  in the  Collateral,  all books,
correspondence,  credit files,  customer lists,  computer software,  data bases,
records and other documents relating to the  above-described  types of property,
including,  without  limitation,  all  tapes,  cards,  runs  and  other  papers,
documents and computer  storage media in the possession or control of any of the
undersigned,  or any affiliate or subsidiary of the undersigned, or any computer
service  bureau,  wherever any of the  foregoing  may be located and whether the
same are owned by the  undersigned on the date hereof or are hereafter  acquired
or created by the undersigned;

     (f) To the extent not otherwise included in the Collateral,  all rights in,
to and under  policies  of  insurance  of every  kind and  nature  covering  any
Collateral,  including,  without  limitation,  claims or rights to  payment  and
proceeds   heretofore  or  hereafter  arising  therefrom  with  respect  to  the
above-described types of property, whether the same are owned by the undersigned
on the date hereof or are hereafter acquired or created;



<PAGE>
     (g) To the extent  not  otherwise  included  in the  Collateral,  including
general  intangibles  (as  defined  in the  Delaware  Uniform  Commercial  Code)
including trademarks,  tradenames,  tax refunds, contract rights, trade secrets,
licensing  agreements,  royalty  payments,  copyrights,  service  marks,  logos,
goodwill,  rights of  indemnification,  and all other personal property,  of any
kind or nature of any of the undersigned,  now or hereafter existing,  now owned
or hereafter acquired or created;

     (h) To the  extent  not  otherwise  included  in the  Collateral,  all real
property  fixtures  and  rental  income,  wherever  located,  now  or  hereafter
existing, now owned or hereafter acquired; and

     (i) To the extent  permitted  under any leases  under which the Debtor is a
tenant,  all  interest of the Debtor in such leases and the proceeds of the sale
thereof;

     (j)  All  substitutions,  proceeds  and  products  of  any  and  all of the
foregoing  Collateral  (including  leases,  subleases  and license  agreements),
proceeds from the sale thereof,  cash and non-cash,  and all cash collateral now
owned or hereafter acquired by Debtor and, to the extent not otherwise included,
all  payments  under  insurance  (whether  or not  Secured  Party  is the  payee
thereof),  all payment paid pursuant to settlements,  judgments,  or compromises
entered or  entered  into as a result of  disputes  or causes of action to which
Debtor is a party, or any indemnity,  warranty or guaranty, payable by reason of
loss or damage to or otherwise with respect to any of the foregoing Collateral.

     All of the above described property (a-j) whether now owned, now due, or in
which the Debtor  has an  interest,  or  hereafter,  at any time in the  future,
acquired, arising, to become due, or in which the Debtor obtains an interest.

     All  products,  proceeds,  and  accessions  of all of the  above  described
property.

     The property described in paragraphs (a) through (j) above and the proceeds
thereof are hereinafter referred to as the "Collateral Security".

     2.  Representations.  The Debtor hereby  represents and warrants to Secured
Party as follows:

     (a) To the best of its  knowledge,  there are no liens,  pledges,  security
interests or other  encumbrances  on any of the  Collateral  Security  which are
prior to the  security  interests  granted  hereunder,  except  as set  forth on
Exhibit A-1 (Permitted Senior Liens).

     (b) As to the Collateral Security: (i) the Collateral Security is presently
located at Debtor's  locations  as set forth on Exhibit B and Debtor will notify
Secured  Party  in  writing  thirty  (30)  days  prior  to the  movement  of the
Collateral  Security to any new  location;  (ii) Debtor will at its own cost and
expense keep the Collateral  Security in good repair  (reasonable  wear and tear
excepted);  (iii) Debtor will not sell, exchange, lease, or otherwise dispose of
the Collateral  Security except in the ordinary course of business;  (iv) Debtor
will insure the Collateral  Security and if Debtor fails to do so, Secured Party
may procure such  insurance and charge the cost to Debtor;  and (v) Debtor shall
comply in all  material  respects  with the terms and  conditions  of any leases
covering the premises where the  Collateral  Security is located and any orders,
ordinances,  laws  or  statutes  of  any  state  or  municipal  or  governmental
department  having  jurisdiction with respect to such premises or the conduct of
business thereon; the failure to comply with which would have an Adverse Effect.

     (c) The Debtor's  places of business are presently  located as set forth on
Exhibit B, and Debtor will notify  Secured  Party  promptly of any change in the
location of the Debtor's places of business.

     3. Covenants.

     3.1  Debtor  agrees  to  take  such  further  action  and to  execute  such
additional  agreements,   documents  and  instruments  as  Secured  Party  shall
reasonably  request to  effectuate  or confirm the  security  interests  granted
hereunder. Secured Party will at its own expense from time to time execute, file
and  record  such  financing  statements  and  documents  and take such  action,
including  without  limitation  segregation  of records,  as Secured Party shall
reasonably  determine  to create and  maintain  the  priority  and status of the
security interests created hereunder. Debtor will defend the Collateral Security
against  dilution  and all claims and  demands of all  persons and will keep the
Collateral  Security free and clear of all attachments,  levies,  taxes,  liens,
security  interests and encumbrances of any kind and nature except for Permitted
Senior Liens.

<PAGE>
     3.2 During the term of this agreement and until the  Obligations  have been
paid in full  pursuant  to the Note,  the  Debtor  shall not grant any  security
interest in any Collateral to anyone other than Secured  Party,  FINOVA or other
Permitted  Senior  Liens  nor  permit  any  liens to be  outstanding  except  as
aforesaid.  The Debtor will not change its name,  identity or structure  without
giving Secured Party thirty (30) days prior written notice  thereof,  and shall,
in  connection  with any such change,  execute and deliver to Secured  Party all
such additional agreements,  financing statements and other documents as Secured
Party shall reasonably require. This provision shall not be deemed to constitute
consent to any change of identity or structure.

     4. Remedies.  If the Obligations  have become due and payable in full under
this  Agreement  or the  Debenture,  and all notice  periods have  expired,  the
Secured  Party  itself or by its  attorney  may  exercise  with  respect  to the
Collateral  Security  all of the rights and  remedies  set forth in clauses  (a)
through (f) below or elsewhere herein or otherwise  available to a secured party
under the  applicable  provisions  of the Uniform  Commercial  Code or any other
applicable law (including,  without limitation,  the right to appoint a receiver
to take possession of the Collateral  Security and,  without notice to or demand
upon any  Debtor,  to make  such  payments  and do such  acts as  Secured  Party
considers  necessary  or  reasonable  to protect  its  security  interest in the
Collateral  Security) and (in conjunction with or in addition to such rights and
remedies)  may,  to the extent  permitted  by  applicable  law,  with or without
process of law and without liability for loss or damage,  sell or dispose of all
or any part of the  Collateral  Security,  free  and  clear  of all  claims,  as
hereinafter provided. The following provisions shall govern the right of Secured
Party to so realize upon the Collateral Security,  in addition to any rights and
remedies  available  at  law or in  equity  or  otherwise  provided  under  this
agreement:

     (a) Marshaling, etc. Secured Party shall not be required to make any demand
upon or pursue  any of its  rights or  remedies  against  Debtor or others  with
respect to the payment or performance of the Obligations  secured hereby,  or to
pursue or  exhaust  any of its  rights or  remedies  with  respect to any of the
Collateral  Security.  Secured  Party  shall  not be  required  to  marshal  the
Collateral  Security  or  secured  obligations  or to resort  to the  Collateral
Security  in any  particular  order  and all of its  rights  hereunder  shall be
cumulative. To the extent not prohibited by applicable law, Debtor hereby agrees
to waive and relinquish  the benefit and advantage of, and hereby  covenants not
to  assert  against  Secured  Party,  any  present  or future  valuation,  stay,
appraisement,  extension or redemption laws which, but for this provision, might
be applicable to any sale or assignment made under any judgment, order or decree
of any court, or privately  under the power of sale and assignment  conferred by
this agreement or in respect of any of the Collateral Security. Without limiting
the generality of the foregoing, Debtor hereby agrees that it will not invoke or
utilize and hereby waives any law which may delay or impede the  enforcement  of
Secured  Party's  rights under this  agreement.  In addition,  to the extent not
prohibited  by  applicable  law,  Debtor hereby waives any right to prior notice
(except to the extent expressly  provided in this agreement) or judicial hearing
in  connection  with the  taking  possession  or the  disposition  of any of the
Collateral  Security.  Debtor waives any obligation of Secured Party to post any
bond or security in order to enforce any rights or remedies  required  hereunder
notwithstanding any provisions of law to the contrary.

     (b)  Sales  and  Assignments  of  the  Collateral  Security.  Any  item  of
Collateral  Security  may be sold or  assigned  for cash or  other  value in any
number of lots at public or private sale without demand, advertisement or notice
(excepting  only that  Secured  Party  shall give  Debtor  ten (10) days'  prior
written  notice of the time and place of any  public  sale or of the time  after
which a  private  sale  may be  made,  which  notice  Debtor  hereby  agrees  is
reasonable).  At any sale or sales of the Collateral Security (except at private
sale)  Secured  Party  may bid for and  purchase  the  whole  or any part of the
property and rights so sold and upon  compliance with the terms of such sale may
hold,   exploit  and  dispose  of  such  property  and  rights  without  further
accountability  to Debtor except for the proceeds of such sale or sales.  Debtor
will  execute  and  deliver,  or  cause  to  be  executed  and  delivered,  such
instruments,  documents,  assignments,  waivers, certificates and affidavits and
supply or cause to be supplied  such further  information  and take such further
action  as  Secured  Party  shall  require  in  connection  with  such  sale  or
assignment.

<PAGE>
     (c) Application of Proceeds. The proceeds of all sales and collections, and
any other monies the application of which is not otherwise  herein provided for,
shall be applied, at the election of the Secured Party, as follows:

     i) First,  to the  payment of the costs and  expenses of such sale or sales
and collections and the reasonable expenses of Secured Party and of its counsel;

     ii) Second, any surplus then remaining to principal then due and payable;

     iii) Third, to the payment of any other amounts required by applicable law,
including  without  limitation,  Section 9.504(1) (c) of the Uniform  Commercial
Code; and

     iv) Fourth,  any surplus then remaining  shall be paid over (subject to the
rights of third parties) to the Debtor or for its account.

     (d) (Omitted Intentionally).

     (e)  Possession  and  Assembly.  Secured Party shall have the right without
posting  any bond to take  possession  of the  Collateral  Security  (and of the
indicia of the Collateral  Security,  in the case of  intangibles)  and maintain
such possession on Debtor's  premises,  or to remove the Collateral  Security or
any part  thereof  to such other  premises  as Secured  Party may  desire.  Upon
Secured Party's request,  Debtor shall assemble the Collateral Security and make
it available to Secured Party. All costs and expenses  incurred by Secured Party
in connection with the foregoing shall be charged to Debtor's account,  shall be
added to the Obligations and shall be secured by the Collateral Security.

     (f) Secured  Party's rights and remedies under this agreement and all other
agreements  shall be  cumulative.  Secured Party shall have all other rights and
remedies not  inconsistent  here with as provided  under the Uniform  Commercial
Code, by law, or in equity.  No exercise by Secured Party of one right or remedy
shall be deemed an  election,  and no waiver by Secured  Party of any default on
Debtor's  part shall be deemed a continuing  waiver.  No delay by Secured  Party
shall constitute a waiver, election or acquiescence by it.

     Each of the following shall constitute an "Event of Default"  hereunder (if
the same is continuing when the event of default  declaration  notice  specified
below is given and when the notice period, if any, specified below expires): the
occurrence or existence of an Event of Default under  Debtor's Loan and Security
Agreement  with  Finova  or if (a) the  Debtor  shall  fail to pay  when  due or
punctually perform any of the Obligations; or (b) any warranty,  representation,
or  material  statement  made or  furnished  to  Secured  Party by  Debtor or on
Debtor's  behalf was false in any  material  respect  when made or  furnished or
deemed made; or (c) any event shall occur which results in the  acceleration  of
the  maturity of any debt of any Debtor to  others,and  such event shall have an
Adverse Effect;  or (d) any of the Collateral  Security shall be lost, stolen or
damaged and such occurrence shall have an Adverse Effect;  or (e) there shall be
a levy upon,  seizure or attachment of any of the  Collateral  Security;  or (f)
Debtor shall cease operations,  be dissolved or terminate its existence;  or (g)
the entry of any  judgment  in excess of  $250,000  against  the  Debtor,  which
judgment is not satisfied (if a money judgment) or appealed from (with execution
or similar  process  stayed) within sixty (60) days of its entry; or (h) any act
by,  against,  or relating to the Debtor,  or its property or assets,  which act
constitutes the application for, consent to, or sufferance of the appointment of
a receiver,  trustee,  or other similar  fiduciary,  pursuant to Court action or
otherwise,  over all, or any part of the Debtor's property;  the granting of any
trust mortgage or execution of an assignment for the benefit of the creditors of
the Debtor, or the occurrence of any other voluntary or involuntary  liquidation
or extension of debt  agreement  for the Debtor;  or the offering by or entering
into by the  Debtor of any  composition,  extension,  or any  other  arrangement
seeking  relief from or extension of the debts of the Debtor,  or the initiation
of any other judicial or non-judicial  proceeding or agreement by,  against,  or
including  the Debtor which seeks or intends to accomplish a  reorganization  or
arrangement generally with creditors; or (i) the entry of an order for relief or
similar  order  with  respect to the Debtor in any  proceeding  pursuant  to the
Bankruptcy  Code  or  any  other  federal  bankruptcy  law;  the  filing  of any
complaint,  application or petition against the Debtor  initiating any matter in
which the  Debtor is or may be granted  any relief  from the debts of the Debtor
pursuant to the Bankruptcy  Code or any other  insolvency  statute or procedure,
which complaint,  application, or petition is not timely contested by the Debtor
or, if so timely  contested,  is not  dismissed  within  sixty (60) days of when
filed;  or (j) failure to perform  under  and/or  committing  any breach of this
agreement,  the Reimbursement  Agreement; or (k) change of control of Debtor; or
(m) sale of all or substantially all of the assets of the Debtors.



<PAGE>
     No Event of Default shall be deemed to have occurred for items described in
clause (b) above unless and until Secured Party delivers (during the continuance
of such default) a written  notice  declaring an Event of Default to Debtor.  No
Event of Default shall be deemed to have occurred for any other items  described
above unless and until Secured Party  delivers  (during the  continuance of such
default) a written  notice  declaring an Event of Default to the Debtor and such
default is not  remedied  within five (5)  business  days  thereafter,  unless a
longer period is specified above.

     5. Miscellaneous.

     5.1  Notices.  All  notices,  requests,  demands  and other  communications
hereunder  shall be in  writing  and  shall be deemed  to be  effective  only if
delivered by hand,  or overnight  courier,  or mailed by prepaid  registered  or
certified mail, return receipt requested,  to the parties at their addresses set
forth  herein,  or to such other  addresses as each party may specify by written
notice to the other from time to time in accordance  with the provisions of this
paragraph.  Such notices,  requests,  demands and other  communications  will be
deemed to have been duly given upon such personal delivery, on the next business
day after being sent by overnight courier or on the date three (3) business days
after the date postmarked by the United States Post Office, as the case may be.
<TABLE>
<CAPTION>

         <S>                                <C>
         Notices to Play Co.:               Play Co. Toys & Entertainment Corp.
                                            550 Rancheros Drive
                                            San Marcos, CA  92069
                                            Attention:  Mr. James Frakes

         Notices to Frampton:               Frampton Industries, Ltd.
                                            P.O. Box 120
                                            Zurich, Switzerland  8034

         With Copies to:                    Todtman, Nachamie, Spizz & Johns, P.C.
                                            425 Park Avenue
                                            New York, New York  10022
                                            Attention:  Barton Nachamie, Esq.
</TABLE>

     5.2  Performance.  If  the  Debtor  is in  default  in the  performance  or
fulfillment of any of the terms, conditions, covenants or provisions on its part
to be  performed  or  fulfilled  hereunder,  Secured  Party may,  at its option,
without  waiving  its right to enforce  this  agreement  according  to its terms
immediately or at any time thereafter and without notice to the Debtor,  perform
or fulfill  the same or cause the  performance  or  fulfillment  of same for the
Debtor's  account,  and the  cost  and  expense  thereof  (including  reasonable
attorneys  fees) shall be added to the  Obligations  secured hereby and shall be
payable on demand with interest thereon at the Regular Rate.

     5.3  Assignment.  The terms and provisions of this agreement shall bind and
inure to the benefit of the parties hereto and their  respective  successors and
assigns.

     5.4 Governing Law. This agreement and all rights and obligations  hereunder
shall be governed by and construed in  accordance  with the laws of the State of
Delaware.

     5.5 Waiver.  No delay or failure on the part of Secured Party in exercising
any right, privilege or option hereunder shall operate as a waiver of such or of
any other right,  privilege,  remedy or option,  and no waiver whatever shall be
valid  unless in  writing,  signed by Secured  Party and then only to the extent
therein  set  forth.  No waiver by Secured  Party of any Event of Default  shall
operate  as a waiver  of any  other  Event Of  Default  or of the same  Event of
Default on a future occasion. THE UNDERSIGNED HEREBY WAIVE ANY AND ALL RIGHTS TO
A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED HEREON.



<PAGE>
     5.6  Termination.  At such time as required in the Purchase  Agreement  the
Debtor shall  completely  and finally  satisfy the  Obligations,  this  Security
Agreement  shall terminate and Secured Party shall execute and deliver to Debtor
all  assignments,  UCC  termination  statements and other  instruments as may be
required  to  reflect  the  termination  of  Secured  Party's  interest  in  the
Collateral Security.

     5.8 Modification. This agreement cannot be changed or terminated orally.

     5.9 Subordination.  This Subordinated Security Agreement is subject to that
certain Intercreditor and Subordination  Agreement dated as of ________________,
1998 between Secured Party and FINOVA Capital Corporation,  as amended from time
to time.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  agreement to be
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.


PLAY CO. TOYS & ENTERTAINMENT CORP.


By________________________________________
Its:________________________


FRAMPTON INDUSTRIES, LTD.



By________________________________________
Its:________________________

90885-1


<PAGE>
                                  EXHIBIT "A-1"


                             PERMITTED SENIOR LIENS


                  1.       FINOVA Capital Corporation.

                  2.       The Hoepner Corporation

                  3.       Multimedia Concepts International, Inc.

                  4.       Amir Overseas Capital Corp.



90885-1