Exhibit 10.116

                 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT


     This Third Amendment to Loan and Security  Agreement (this  "Amendment") is
entered  into as of this  11th  day of  February,  1999  (the  "Third  Amendment
Effective  Date"),  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 as amended by a First  Amendment  to the same dated
as of July 24, 1998 and further amended by a Second  Amendment to the same dated
as of September 24,1998 (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. Schedule.

     2.1 The Section of the Schedule  entitled "Total Facility" shall be amended
to replace $7,600,000 with $8,300,000.

     2.2 The Section of the Schedule to the Loan Agreement  entitled  "Loans" is
shall be amended by adding the following:

     "Approved  LC Loans:  An  Approved  LC line of credit  consisting  of loans
against the  Approved  Letter of Credit in an  aggregate  outstanding  principal
amount not to exceed the lesser of (i) $700,000,  or (ii) the undrawn  amount of
the Approved Letter of Credit (the "Approved LC Loan Facility").

     The  Approved  LC Line  shall be  secured,  in part,  by a letter of credit
issued by Chase Manhattan Bank,  N.A.,  which shall (i) be in an amount not less
than $700,000,  (ii) be  substantially  in the form attached as Exhibit A; (iii)
name the  Lender as the sole  beneficiary  of the same,  and (iv) have an expiry
date of no earlier than October 3, 2000 ( the "Approved Letter of Credit")."

     2.3 The Section of the Schedule entitled  "Interest and Fees" is amended by
adding the following:

     "Approved  LC Line  Interest:  The  Borrower  shall pay Lender on the daily
outstanding  balance  of each  Approved  LC Line Note at a rate per annum of one
percent (1%) in excess of the Prime Rate.  The interest  rate  chargeable  under
each Approved LC Line Note shall be increased or decreased,  as the case may be,
without notice or demand of any kind, upon the announcement of any change in the
Prime Rate.  Each change in the Prime Rate shall be  effective  on the first day
following the announcement of such change, provided, that a cumulative change of
less than one fourth of one percent  (0.25%) shall not be  considered.  Interest
charges  and other  charges  under each  Approved LC Line Note shall be computed
from the  Disbursement  Date on the basis of a year of 360 days and actual  days
elapsed  and will be  payable  to  Lender  in  arrears  on the first day of each
month."

<PAGE>
     2.4 The Section of the  Schedule  entitled  "Negative  Covenants"  shall be
amended by adding the following to the Section entitled "Indebtedness":

     "Notwithstanding the foregoing,  the Borrower shall be permitted during the
1999  fiscal  year of the  Borrower  to  incur  up to  $500,000  in  convertible
subordinate  debt provided such debt: (i) has a coupon rate of not more than 5%;
(ii) is  payable  monthly  beginning  in March,  1999 and is fully  repaid on or
before  December  31,1999;  (iii)  the  proceeds  of the debt is used  solely to
provide the Borrower  with working  capital and funds for store  expansion,  and
(iv) the holders of such debt execute and deliver to Lender an  agreement,  in a
form acceptable to Lender,  whereby the holders  acknowledge  that such debt and
their rights to collect the same are subordinate to the rights of Lender."

     2.5 The Section of the Schedule entitled "Termination Fee" shall be amended
to add the following:

     "Approved LC Line: The  Termination  Fee applicable to the Approved LC Line
provided for in Section 9.2(d) shall be an amount equal to one percent (1.0%) of
the average daily  outstanding  balance of the Obligations under the Approved LC
Line for the 180-day period (or lesser period if applicable)  preceding the date
of termination."

     3. Amendment Fee. In consideration of Lender's agreement to enter into this
Amendment  and to the  modification  to the  Loan  Documents  described  herein,
Borrower  agrees to pay Lender the amount of TEN THOUSAND  DOLLARS  ($10,000.00)
(the "Amendment Fee"). The Amendment Fee shall be entirely earned by and payable
to Lender as of the Third Amendment Effective Date.

     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 this Amendment, and each reference in
any other Loan Document to the Loan  Agreement as amended  through and including
this 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)  Acknowledgment  of the  Guarantors  in the form  attached  hereto and
incorporated herein by this reference;

     (iii)  Corporate  resolutions  of Borrower  and  Guarantor,  approving  the
transactions contemplated hereby to which it is a party;



<PAGE>
     (iv) Such other items as Lender may reasonably  require or reasonably  deem
necessary;

     (v) the original of the Approved Letter of Credit; and

     (vi) The Amendment Fee.

     (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 each and every Loan Party
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.
                                            
                                                      [SIGNATURE PAGE FOLLOWS]

     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>
                                 ACKNOWLEDGMENT


     The undersigned  ("Guarantor") hereby executes this Consent for the purpose
of (i) evidencing  Guarantor's  consent to the execution and  performance of the
foregoing Third Amendment 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 _____________, 1999.

UNITED TEXTILES & TOYS CORPORATION,
a Delaware corporation


By:
Name:
Title:




90885-1