EXHIBIT 10.115(a)

                 AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT


     This Amendment No. 3 to Loan and Security  Agreement (this  "Amendment") is
entered into as of this ___ day of December, 1998, by and between FINOVA CAPITAL
CORPORATION,   a  Delaware   corporation   ("Lender"),   and  PLAY  CO.  TOYS  &
ENTERTAINMENT CORP., a Delaware corporation ("Borrower").

                              W I T N E S S E T H :

     WHEREAS,  Borrower and Lender  entered  into a Loan and Security  Agreement
dated as of  January  21,  1998  which  was  amended  pursuant  to that  certain
Amendment  No. 1 to Loan and  Security  Agreement  dated as of July 24, 1998 and
that  certain  Amendment  No.  2 to Loan  and  Security  Agreement  dated  as of
September 24, 1998 (the aforementioned Loan and Security Agreement as amended by
the  aforementioned  amendments,   collectively  the  "Loan  Agreement"),   that
evidences a loan from Lender to Borrower; and

     WHEREAS,  Borrower  has  asked  Lender  to  modify  the Loan  Agreement  in
accordance  with the terms of, and subject to the conditions  contained in, this
Amendment and Lender is willing so to amend the Loan  Agreement,  upon the terms
and conditions set forth herein.

     NOW, THEREFORE, in consideration of these recitals, the covenants contained
in this Amendment,  and for other good and valuable  consideration,  the receipt
and sufficiency of which are hereby  acknowledged,  Lender and Borrower agree as
follows:

     1. Definitions. Unless otherwise defined in this Amendment, all capitalized
terms used herein which are defined in the Loan  Agreement have the same meaning
as set forth in the Loan Agreement.

     2. Loan Agreement. The Loan Agreement is amended as follows:

          2.1  Definitions.  Section 1 is hereby amended by adding the following
     definitions:

          "Phoenix"   means   Phoenix   Leasing   Incorporated.,   a  California
     corporation and its successors and assigns.

          "Phoenix  Financing" means that Senior Loan and Security Agreement No.
     4003 by and between  Borrower  and Phoenix (as Lender)  dated as of October
     19, 1998, whereby Phoenix,  upon the terms and conditions set forth therein
     has  extended to Borrower a line of credit of up to $500,000 to be used for
     the original acquisition cost of the Phoenix Equipment. A true and complete
     copy of the aforesaid Loan Agreement is attached hereto as Schedule 1.

          "Phoenix   Equipment"  means  that  certain   equipment  and  fixtures
     identified on Schedule 2 attached hereto and proceeds therefrom.

          "Third  Amendment"  means  that  certain  Amendment  No. 3 to Loan and
     Security  Agreement  between Lender and Borrower dated as of December ____,
     1998.

          "Third  Amendment  Effective  Date" means December ___, 1998, the date
     upon which the Third Amendment became  effective  pursuant to the terms and
     upon the conditions thereof.

          2.2 Permitted  Encumbrances.  The definition of Permitted Encumbrances
     appearing in the  Borrower  Information  section of the  Schedule  shall be
     amended by adding the foregoing as subparagraph (e) thereof:

               "(e) the lien in all of the Phoenix Equipment in favor of Phoenix
          securing the Borrower's obligations under the Phoenix Financing."
<PAGE>
     3. Phoenix Financing.

               (a) On the Third  Amendment  Effective Date, the Lender agrees to
          subordinate  the lien of the Loan upon only the Phoenix  Equipment  to
          the  Phoenix  Financing.  The  Borrower  agrees  that,  except for the
          Permitted Encumbrances, it will not enter into any additional loans or
          financings  nor  grant  any  additional   security  interests  in  the
          Collateral,  without  the prior  consent of the Lender.  Further,  the
          Borrower  agrees  that it will  not  amend  or  modify  the  documents
          evidencing   Phoenix   Financing  and/or  the  terms  of  the  Phoenix
          Financing,  without  obtaining  first,  in each  instance,  the  prior
          consent of Lender.

               (b) The  Borrower  agrees to  promptly  supply to Lender true and
          complete copies of any notice sent by Phoenix to the Borrower alleging
          either (i) a default by the  Borrower  under the Phoenix  Financing or
          (ii) the  occurrence  of an event  which with notice or the passage of
          time (or both) would  constitute a default by the  Borrower  under the
          Phoenix Financing.

               (c) In  connection  with the  Phoenix  Financing,  FINOVA  hereby
          establishes  reserve equal to at least three (3) months  principal and
          interest due and payable by the Borrower  under the Phoenix  Financing
          (the "Phoenix Reserve"). The Phoenix Reserve will be considered a part
          of the Loan Reserves.

     4. Effect as an  Amendment.  Other than as  specifically  set forth in this
Amendment,  the  remaining  terms  of the  Loan  Agreement  and the  other  Loan
Documents shall remain in full force and effect and shall remain  unaffected and
unchanged  except as specifically  amended hereby.  In the event of any conflict
between the terms and  conditions  of this  Amendment  and any of the other Loan
Documents,  the provisions of this Amendment shall control. Each reference to in
the Loan  Agreement  to "this  Agreement"  shall be  deemed to refer to the Loan
Agreement  as amended  through  and  including  the Second  Amendment,  and each
reference in any other Loan  Document to the Loan  Agreement as amended  through
and including the Second Amendment.

     5. No Waiver.  This  Amendment  in no way acts as a waiver by Lender of any
breach,  default, Event of Default or condition which, with the giving of notice
or passing of time or both,  would  constitute an Event of Default,  of Borrower
(whether known or unknown to Lender) or as a release or relinquishment of any of
the  liens,  security  interests,   rights  or  remedies  securing  payment  and
performance of the Obligations or the enforcement thereof.  Nothing contained in
this  Amendment is intended to or shall be construed as relieving  any person or
entity,  whether a party to this  Amendment  or not, of any of such  person's or
entity's obligations to Lender.

     6. Conditions  Precedent.  This Amendment will not be effective  unless and
until each of the following conditions  precedent have been satisfied,  in form,
manner  and  substance  satisfactory  to  Lender  prior to the  Third  Amendment
Effective Date:

               (a)  Borrower  shall have  delivered or caused to be delivered to
          Lender  the  following  documents,  all of  which  shall  be  properly
          completed, executed and otherwise satisfactory to Lender:

                    (i) This Amendment;

                    (ii) Consent of Guarantor  in the form  attached  hereto and
               incorporated herein by this reference;

                    (iii)  A  corporate  resolution  of  each  of  Borrower  and
               Guarantor,  approving  the  transactions  contemplated  hereby to
               which it is a party;

                    (iv) An Intercreditor-Subordination Agreement between Lender
               and Phoenix in a form satisfactory to Lender;
<PAGE>
                    (v) Such  other  items as Lender may  reasonably  require or
               reasonably deem necessary.

               (b) There  shall not then exist an Event of Default or any act or
          event which with notice,  passage of time, or both would constitute an
          Event of Default.

               (c) All the representations and warranties of the Loan Parties in
          the  Loan  Documents  shall  be  true  and  correct,  in all  material
          respects,  before  and  after  giving  effect  to the  making  of this
          Amendment.

               (d) Borrower  shall have paid all closing  costs,  recording fees
          and taxes,  appraisal  fees and expenses,  travel  expenses,  fees and
          expenses  of  Lender's  counsel,  and all  other  costs  and  expenses
          incurred by Lender in connection  with the  preparation of, closing of
          and  disbursement of the advances  pursuant to this  Amendment,  which
          costs,  fees and expenses  may be payable from the first  advance made
          pursuant to this Amendment.

     7. Indebtedness  Acknowledged.  Borrower acknowledges that the indebtedness
evidenced  by the  Loan  Documents  is just and  owing  and  agrees  to pay such
indebtedness  in  accordance  with the  terms of the  Loan  Documents.  Borrower
further  acknowledges and represents that no event has occurred and no condition
presently  exists that would  constitute a default or event of default by Lender
under the Loan  Agreement  or any of the other Loan  Documents,  with or without
notice or lapse of time.

     8. Validity of Documents. Borrower hereby ratifies, reaffirms, acknowledges
and agrees that the Loan Agreement and the other Loan Documents represent valid,
enforceable and collectable obligations of Borrower, and that Borrower presently
has no existing  claims,  defenses  (personal or  otherwise) or rights of setoff
whatsoever  with respect to the Obligations of Borrower under the Loan Agreement
or any of the other Loan Documents.  Borrower  furthermore agrees that it has no
defense, counterclaim,  offset,  cross-complaint,  claim or demand of any nature
whatsoever  which  can be  asserted  as a basis to seek  affirmative  relief  or
damages from Lender.

     9. Reaffirmation of Warranties. Borrower hereby reaffirms to Lender each of
the  representations,  warranties,  covenants and  agreements of Borrower as set
forth in each of the Loan  Documents  with the same  force and effect as if each
were  separately  stated  herein  and  made  as of  the  date  hereof.  Borrower
represents and warrants to Lender that with respect to the financing transaction
herein  contemplated,  no  Person  is  entitled  to any  brokerage  fee or other
commission and Borrower agrees to indemnify and hold Lender harmless against any
and all such claims.

     10. Other Writings. Lender and Borrower will execute such other writings as
may be necessary to confirm or carry out the  intentions  of Lender and Borrower
evidenced by this Amendment.

     11.  Entire  Agreement.  The Loan  Documents as modified by this  Amendment
embody the entire agreement and understanding  between Borrower and Lender,  and
supersede all prior agreements and understandings  between said parties relating
to the subject matter thereof.

     12. Counterparts;  Telefacsimile  Execution.  This Amendment (including the
consents   attached   hereto)   may  be  executed  in  any  number  of  separate
counterparts, all of which when taken together shall constitute one and the same
instrument, admissible into evidence,  notwithstanding the fact that all parties
have not signed the same  counterpart.  Delivery of an executed  counterpart  of
this Amendment by  telefacsimile  shall be equally as effective as delivery of a
manually  executed  counterpart  of this  Amendment.  Any  party  delivering  an
executed  counterpart  of this Amendment by  telefacsimile  shall also deliver a
manually  executed  counterpart of this Amendment,  but the failure to deliver a
manually executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.


<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed as of the day and year first written above.


FINOVA CAPITAL CORPORATION, a Delaware corporation



By:
Name:
Title:


PLAY CO. TOYS & ENTERTAINMENT CORP., a Delaware corporation



By:
Name:
Title:



90885-1


<PAGE>
                              CONSENT OF GUARANTOR

     The undersigned  ("Guarantor") hereby executes this Consent for the purpose
of (i) evidencing  Guarantor's  consent to the execution and  performance of the
foregoing Amendment No. 3 to Loan and Security Agreement (the "Third Amendment")
by Lender and Borrower,  (ii)  reaffirming the terms of the Continuing  Guaranty
Agreement executed by Guarantor in favor of Lender, (iii) evidencing Guarantor's
agreement  that the  Liabilities  as set forth  and  defined  in the  Continuing
Guaranty  Agreement  shall,  for all purposes,  include the Loan  Documents,  as
amended by the Third Amendment, and shall further include all additional amounts
which may be funded or  advanced  to  Borrower  pursuant  to the Loan  Agreement
described  above as  amended  by the Third  Amendment,  and (iv)  ratifying  and
affirming all terms and provisions of the Continuing Guaranty Agreement.  Except
to the extent  otherwise  indicated,  terms used  herein  with  initial  capital
letters shall have the meanings set forth in the Loan  Agreement,  as amended by
the Third Amendment.

     Guarantor   agrees   that  it  has  no   defense,   counterclaim,   offset,
cross-complaint,  claim or demand of any nature whatsoever which can be asserted
as a basis to seek affirmative relief or damages from Lender.

     IN WITNESS WHEREOF,  the undersigned has hereunto  executed this Consent as
of this ____ day of _____________, 1998.

UNITED TEXTILES & TOYS CORPORATION,
a Delaware corporation


By:
Name:
Title:






90885-1