Exhibit 10.99
                 AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT


         This Amendment No. 1 to Loan and Security  Agreement (this "Amendment")
is entered into as of this ____ day of ___________,  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 (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:

     "'First  Amendment' means that certain Amendment No. 1 to Loan and Security
Agreement between Lender and Borrower dated as of _________________, 1998."

     "'First Amendment Effective Date' means  ____________,  1998, the date upon
which the First Amendment  became  effective  pursuant to the terms and upon the
conditions thereof."

     2.2. Total  Facility.  The Total Facility  section of the Schedule shall be
amended to read as follows:

     "The 'Total  Facility'  is:  Seven  Million Six  Hundred  Thousand  Dollars
($7,600,000)."

     2.3  Revolving  Credit Loans.  Section  2.2(a)(i) of the Schedule is hereby
amended to read as follows:

     "(i) Five Million One Hundred Thousand Dollars ($5,100,000) less the amount
of the Loan Reserves; 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  the First  Amendment,  and each
reference in any other Loan  Document to the Loan  Agreement as amended  through
and including the First Amendment.
<PAGE>
     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.

     5. 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 on or  before  the First  Amendment  Effective  Date the
amount of FIVE THOUSAND  DOLLARS  ($5,000) (the "Amendment  Fee").  Borrower and
Lender  acknowledge that Lender may withhold the Amendment Fee from the proceeds
of the Total  Facility,  to the  extent the  Amendment  Fee is not paid prior to
disbursement thereof.

     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  First  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) 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.

     (e) Borrower shall have paid the Amendment Fee.

     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.


<PAGE>
     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.

     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:


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<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. 1 to Loan and Security Agreement (the
"First  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 First  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 First  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 First 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:


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