Exhibit 10.118

                 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


     This Fifth Amendment to Loan and Security  Agreement (this  "Amendment") is
entered into as of this ___ day of March, 1999 (the "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; a Second  Amendment to the same dated as of September  24,
1998;  a Third  Amendment  to the same dated  December  11,  1998,  and a Fourth
Amendment  to  the  same  dated  February  11,  1999  (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. In the  Section  of the  Schedule  entitled  "Revolving  Credit  Loans",
subparagraph  (a) (ii) (A) (1) shall be deleted in its entity and replaced  with
the following:

     "during  (x) the  period  occurring  from  the  Closing  Date  through  and
including February 27, 1999, fifty-five percent (55%) of the value of Borrower's
Eligible  Inventory,  or (ii) the period  commencing  on  February  28,1999  and
continuing through and including March 30,1999,  fifty-four percent (54%) of the
value of the Borrower's  Eligible  Inventory,  or (iii) the period commencing on
March 31,1999 and continuing  through and including  April 29,1999,  fifty-three
percent of the value of the Borrower's  Eligible  Inventory,  or (iv) the period
commencing on April 30, 1999 and  continuing  through and including May 30,1999,
fifty-two percent (52%) of the value of the Borrower's  Eligible  Inventory,  or
(v) the period  commencing on May 31, 1999 and continuing  through and including
June 30,1999,  fifty-one percent (51%) of the Borrower's Eligible Inventory,  or
(vi) the period  commencing on June 31, 1999 through and including July 30, 1999
and thereafter  during the calendar months of January through and including July
of each subsequent Loan Year, fifty percent (50%) of the value of the Borrower's
Eligible Inventory, in each case calculated at the lower of cost or market value
and determined on a first-in, first-out basis, or "

     3. 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.

     4. 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.
<PAGE>
     5. 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  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; and

                    (iv) 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 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.

               (e)  Borrower  shall  have  paid to Lender  an  amendment  fee of
          $10,000.

     6. 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.

     7. 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.

     8. 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.
<PAGE>
     9. 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.

     10.  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.

     11. 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.

     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:






<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 Fifth Amendment to Loan and Security Agreement (the "Fifth 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 Fifth 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 Fifth  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 Fifth 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