EXHIBIT 10.133
           AMENDMENT NUMBER SIX TO FINOVA LOAN AND SECURITY AGREEMENT

                 AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT

         This Amendment No. 6 to Loan and Security  Agreement (this "Amendment")
is entered into as of this ___ day of August,  1999, by and among FINOVA CAPITAL
CORPORATION,   a  Delaware   corporation   ("Lender"),   and  PLAY  CO.  TOYS  &
ENTERTAINMENT   CORP.,   a   Delaware   corporation   ("Play   Co.")   and  TOYS
INTERNATIONAL.COM, INC., a Delaware corporation ("TIC").

                              W I T N E S S E T H :

         WHEREAS, Play Co. 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, that
certain Amendment No. 2 to Loan and Security Agreement dated as of September 24,
1998,  that certain  Amendment No. 3 to Loan and Security  Agreement dated as of
December 8, 1998 that certain  Amendment  No. 4 to Loan and  Security  Agreement
dated as of February,  11, 1999 and as further  amended by an Amendment No. 5 to
Loan and Security  Agreement dated March __, 1999 (the  aforementioned  Loan and
Security Agreement as amended by the aforementioned amendments, collectively the
"Loan Agreement"), that evidences a loan from Lender to Play Co.; and

         WHEREAS,  Play Co.  and TIC have 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, Play Co. and
TIC 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:

     "Additional Equity" means additional equity investments or contributions in
or to the  Borrower,  which are made after June 30,  1999 and prior to March 31,
2000.

     "Adjusted Net Worth" means (i) for the Borrower's  2000 Fiscal Year the sum
of the following (1) the Base Net Worth and (2) an amount equal to Sixty Percent
(60%) of the  cumulative  amount of  profits  (without  adjustment  for  losses)
incurred  during such Fiscal Year, and (ii) for the Borrower's  2001 Fiscal Year
(and all subsequent Fiscal Years which occur during the Term) the sum of (1) the
greater of (a) the Adjusted Net Worth for the previous  Fiscal Year,  or (b) the
Base Net Worth, and (2) an amount equal to Sixty Percent (60%) of the cumulative
amount of profits  (without  adjustment for losses)  incurred during such Fiscal
Year, provided,  however,  that, regardless of the Fiscal Year, the Adjusted Net
Worth will be increased  each calendar month by an amount equal to sixty percent
(60%) of any Future Additional Equity during the preceding calendar month.

     "Borrower" means collectively Play Co. and TIC.

     "Base Net Worth"  means the sum of (i) Two Million  Nine  Hundred  Thousand
Dollars ($2,900,000) and (ii) sixty percent (60%) of the Additional Equity.

     "Future  Additional  Equity"  refers to additional  equity  investments  or
contributions in or to the Borrower, which are made after April 1, 2000.

     "Sixth  Amendment" means that certain  Amendment No. 6 to Loan and Security
Agreement between Lender and Borrower dated as of August ____, 1999.

     "Sixth  Amendment  Effective  Date"  means  the date  upon  which the Sixth
Amendment  became  effective  pursuant  to the  terms  and upon  the  conditions
thereof.


<PAGE>
     "New  Equity"  refers  collectively  to the  Additional  Equity  and Future
Additional Equity.

     3. Schedule. The Schedule to the Loan Agreement is amended as follows:

     3.1 The Section  entitled  "Total  Facility is amended and  restated in its
entirety as follows:

     The "Total  Facility" is Eleven  Million Three Hundred  Thousand and No/100
Dollars ($11,300,000.00).

     3.2 Subsection  (a)(i) found in the Subsection  entitled  "Revolving Loans"
under the Section  entitled  "Loans" is amended and  restated in its entirety as
follows:

     (i) Eight  Million  One Hundred  Thousand  Dollars  ($8,100,000),  less the
amount of the Loan Reserves; or

     3.3 The  Subsection  entitled  "Net  Worth"  which is found in the  Section
entitled Financial Covenants is amended and restated in its entirety as follows:

     Borrower shall maintain a Net Worth of not less than (i) for the Borrower's
Fiscal Year ending March 31, 2000, the Base Net Worth; and (ii) for every Fiscal
Year occurring after April 1, 2000, the greater of (1) the Base Net Worth or (2)
the  Adjusted  Net Worth for such Fiscal  Year.  Testing will occur on a monthly
basis.

     3.4  The  Subsection  entitled  "Financial  Covenants"  is  amended  in the
following respects:

     3.4.1 The subsection  entitled "Capital  Expenditures" is amended by adding
the following at the end of the Subsection:

     Notwithstanding  the  foregoing,  effective  April 1,  1999  the  foregoing
limitation on the maximum amount of Capital  Expenditures  shall be increased to
Two Million Five Hundred Thousand Dollars ($2,500,000).

     3.4.2 The Subsection entitled "Indebtedness" is amended and restated in its
entirety as follows:

     Borrower  shall  not  create,   incur,   assume  or  permit  to  exist  any
Indebtedness  (excluding  any  Indebtedness  which  are (i) in  connection  with
Capital  Leases,  or (ii)  purchase  money  financings  associated  with Capital
Expenditures) in excess of Three Million Dollars  ($3,000,000) (the "Debt Cap"),
other  than (i) the  Obligations,  (ii)  trade  payables  and other  contractual
obligations  to  suppliers  and  customers  incurred in the  ordinary  course of
business and (iii) other Indebtedness  existing on the Sixth Amendment Effective
Date and constituting a Permitted  Encumbrance.  Notwithstanding  the foregoing,
the Debt Cap shall be increased as of the Sixth Amendment Effective Date to Four
Million Five Hundred Thousand Dollars ($4,500,000).

     4. TIC.

     4.1 Play Co. has  notified the Lender that the Play Co. has created TIC. As
of the date that this  Amendment was executed,  the Play Co. owns  approximately
94% of the  issued  and  outstanding  shares  of stock in TIC.  After  the Sixth
Amendment  Effective  Date, TIC intends to have an initial public  offering (the
"IPO") of its shares which will result in the Play Co.'s  ownership  interest in
TIC being diluted to approximately  51% of the issued and outstanding  shares in
TIC.  Play Co.  agrees that after the IPO it will  continue to own not less than
51% of the issued and outstanding shares in TIC. In connection with the TIC IPO,
Play Co.  intends  to assign to TIC,  subject  to the  rights and lien of Lender
under the Loan  Documents,  the proceeds from six of Play Co.'s stores (the "TIC
Stores")  selected by Play Co. The Lender consents to the foregoing  transaction
and agrees  that the  foregoing  transaction  shall not  constitute  an Event of
Default  or  Incipient  Default  under  the Loan  Agreement  (including  but not
limiting the  generality of the  foregoing,  the provisions of Section 3.8(a) of
the Loan  Agreement),  provided  the net proceeds of TIC IPO are used solely for
New Equity.  The Borrower  acknowledges and agrees that the waiver of the Lender
contained  in the Section is limited  solely to the  matters  and  circumstances
contained herein.


<PAGE>
     4.2 By its execution of this Amendment, TIC acknowledges that all Inventory
and  Receivables  associated  with the TIC  Stores  are (i)  subject to the lien
granted  to Lender  under the  Documents,  and (ii) the  provisions  of the Loan
Agreement  (including,  but not limiting the generality of the  foregoing,  that
such  inventory may be used in the  determination  of Eligible  Inventory).  TIC
further assumes all of the Obligations of Borrower under the Loan Documents.

     5. Effect as an  Amendment.  Other than as  specifically  set forth in this
Sixth  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 Sixth  Amendment,  and each
reference in any other Loan  Document to the Loan  Agreement as amended  through
and including the Sixth Amendment.

     6. No  Waiver.  Except  as may be  specifically  set  forth  in this  Sixth
Amendment and that certain July 13, 1999 letter from the Lender to Play Co. (the
"July  Letter"),  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 Sixth  Amendment  is intended to or shall be  construed  as  relieving  any
person or entity, whether a party to this Sixth Amendment or not, of any of such
person's or entity's obligations to Lender.

     7. Conditions Precedent.  This Sixth 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:

     (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 opinion  of the legal  counsel of the  Borrower  and the  Guarantor
addressed to the Lender covering such matters as the Lender may request; and

     (v) Such other items as Lender may  reasonably  require or reasonably  deem
necessary, after giving affect to the proposed provisions of the Amendment.

     (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 Sixth Amendment.

                           (d) Borrower has paid to Lender a fee (the "Amendment
Fee") of Fifty-Five Thousand Dollars ($55,000).

     (e) 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
Sixth  Amendment,  which costs,  fees and expenses and the  Amendment Fee may be
payable from the first advance made pursuant to this Amendment.

     8. 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.


<PAGE>
     9. 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.

     10.  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.

     11. 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 Sixth Amendment. --------------

     12.  Entire  Agreement.  The  Loan  Documents  as  modified  by this  Sixth
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.

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

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

<S>                                                <C>
                                                   FINOVA CAPITAL CORPORATION, a Delaware corporation

                                                   By:
                                                   Name:
                                                   Title:

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

                                                   By:
                                                   Name:
                                                   Title:

                                                   TOYS INTERNATIONAL.COM, INC., a Delaware corporation

                                                   By:
                                                   Name:
                                                   Title:


</TABLE>


<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. 6 to Loan and Security  Agreement (the  "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 Amendment,  and shall further include (1) all additional  amounts
which may be funded or  advanced  to  Borrower  pursuant  to the Loan  Agreement
described above as amended by the Amendment and (2) the obligations of TIC under
the Loan Agreement, 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 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: