Exhibit 10.115

                    INTERCREDITOR AND SUBORDINATION AGREEMENT


     THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the "Agreement"),  dated as
of February 11, 1999 is entered into by and between FRAMPTON INDUSTRIES, Ltd., a
British Virgin Island corporation  ("Subordinating  Lender"), and FINOVA CAPITAL
CORPORATION,  a Delaware  Corporation  ("Senior Lender"),  with reference to the
following facts:

                                    RECITALS

     A.  Play  Co.  Toys  &   Entertainment   Corp.,   a  Delaware   corporation
("Borrower"), has entered into the Junior Debt Documents (as defined below) with
Subordinating  Lender,  pursuant  to which  subordinating  Lender  has  extended
certain  financial  accommodations  to Borrower on the terms and  conditions set
forth in such Junior Debt Documents.

     B. Borrower has requested that Senior Lender enter into various  agreements
with Borrower,  including  that certain Loan and Security  Agreement and related
agreements,  documents and instruments, dated as of January 21, 1998, as amended
or  modified  from time to time  (collectively,  the "Senior  Loan  Agreement"),
pursuant  to  which  Senior  Lender  would  extend  certain  revolving  loans to
Borrower. 

     C. Senior Lender is unwilling to enter into the Senior Loan  Agreement with
Borrower  and to extend to Borrower  the loans  contemplated  thereunder  unless
Subordinating Lender enters into this Agreement.

     D. Subordinating  Lender is interested in the financial success of Borrower
and will benefit by the loans which Senior Lender proposes to extend to Borrower
under the Senior Loan Agreement

     E.  Accordingly,  to induce  Senior  Lender to enter into the  Senior  Loan
Agreement  with  Borrower  and to extend  to  Borrower  the  loans  contemplated
thereunder  Subordinating  Lender is willing to enter into this  Agreement  with
Senior Lender.

                                    AGREEMENT

     NOW, THEREFORE, the parties agree as follows:

     1. Certain Defined Terms.

     a.  General:  When used in this  Agreement,  the  following  terms have the
following respective meanings:

     "Agreement" has the meaning set forth in the introduction hereto.

     "Borrower" has the meaning set forth in the recitals of this Agreement.

     "Junior  Debt"  means  all  present  and  future   indebtedness  and  other
obligations  (direct or  indirect)  owing by Borrower to  Subordinating  Lender.
"Junior Debt" includes (without  limitation)  indebtedness owed under the Junior
Debt  Documents and the  Debenture  (as defined in the Junior Debt  Documents) ,
together with any other debts, demands, monies,  indebtedness,  liabilities, and
obligations now or hereafter owed by Borrower to Subordinating Lender, including
interest, principal, costs, and other charges, together with all claims, rights,
causes of action, judgments, decrees and other obligations

     "Junior Debt Documents" means all instruments and agreements evidencing the
Junior Debt,  including  that certain  Subordinated  Security  Agreement,  dated
November ____, 1998 between Borrower and  Subordinating  Lender, a copy of which
is attached hereto as Exhibit A and incorporated herein by reference.

<PAGE>
     "Senior Debt" has the meaning set forth in Section 3(a) of this Agreement.

     "Senior  Lender"  has the  meaning  set forth in the  introduction  of this
Agreement.

     "Senior Loan  Agreement"  has the meaning set forth in the recitals of this
Agreement.

     "Subordinating  Lender" has the meaning  set forth in the  introduction  of
this Agreement.

     b. Other Terms.  Unless  otherwise  defined in this Agreement,  any and all
initially  capitalized  terms set forth in this Agreement shall have the meaning
ascribed thereto in the Senior Loan Agreement
                      
     2.  Representations,  Warranties,  and Covenants.  Subordinating Lender and
Borrower  represent,  warrant,  and covenant  (jointly and  severally) to Senior
Lender that:

     a. Junior Debt Documents. Concurrently with the execution hereof, a copy of
all Junior Debt  Documents  shall be delivered  to Senior  Lender and all Junior
Debt Documents shall be conspicuously  marked with  substantially  the following
legend:
                      
     "Subject to that certain Intercreditor and Subordination  Agreement,  dated
as of February ___, 1999, between _____________,  Frampton Industries,  Ltd. and
FINOVA Capital Corporation

     b. No Default. Borrower is not in default under any Junior Debt Document.

     c. Notice of Default. Subordinating Lender and Borrower shall each promptly
notify Senior Lender of all defaults,  events of default,  and events which with
the giving of notice or the passage of time,  or both,  would  become  events of
default ("unmatured events of default") under any Junior Debt Document.
                      
     d. Further Action. Upon Senior Lender's request,  Subordinating Lender will
promptly take all actions which Senior Lender believes  appropriate to carry out
the purposes of this Agreement 

     3. Subordination.

     a. General.  As more fully provided in the remainder of this Article 3, the
Junior Debt is hereby  subordinated  and made junior to all  obligations  now or
hereafter owing to Senior Lender by Borrower. The obligations referred to in the
preceding  sentence  as being  owing to Senior  Lender are  referred  to in this
Agreement  as the "Senior  Debt," and include the  Obligations,  all present and
future representations,  warranties,  covenants,  agreements,  indemnities,  and
other ------- obligations which Borrower or its successors and assigns may incur
to Senior Lender, including (without limitation) those incurred after the filing
of a bankruptcy  petition or  commencement  of a  bankruptcy  case by or against
Borrower.

     b. No Payments to Subordinating  Lender.  Borrower and Subordinating Lender
agree (and Subordinating Lender acknowledges such agreement) that Borrower shall
neither:  (i) make any payments to Subordinating Lender in respect of the Junior
Debt, nor (ii) without Senior Lender's prior written consent, execute or deliver
any negotiable  instruments  as evidence of the Junior Debt,  until such time as
the Senior Debt shall have been  indefeasibly paid in full by Borrower to Senior
Lender.  The foregoing  notwithstanding,  provided there does not at the time of
such payment  exist an Event of Default or Incipient  Default,  Borrower may pay
and  Subordinating  Lender may accept those  payments  described on the attached
Exhibit B.

     c.  Priority of  Interests  in  Collateral.  Subordinating  Lender  holds a
subordinate  security  interest  and  lien in the  Collateral  as  security  for
Borrower's  payment and performance of its obligations to  Subordinating  Lender
under the Junior Debt Documents. Such security interest, lien, or other right or
interest  shall, at all times prior to the  indefeasible  payment in full of the
Senior Debt, be junior,  subordinate and subject to any security interest,  lien
or other right or interest Senior Lender now has or may hereafter acquire in the
Collateral.  The  subordination  provided  in  this  Section  3(c)  shall  apply
irrespective  of the time or order of  attachment  or perfection of any security
interest, irrespective of the time or order of filing of any financing statement
or other document, and irrespective of any statute, rule, law, or court decision
to the contrary.

<PAGE>
     4.  Restrictions on Subordinating  Lender's  Actions.  Unless it shall have
obtained Senior Lender's prior written  consent,  until the Senior Debt has been
indefeasibly paid in full,  Subordinating  Lender will not: (i) demand or accept
any payment upon the Junior Debt;  (ii) foreclose or realize upon any collateral
hereafter securing the Junior Debt (whether such collateral  constitutes part of
the  Collateral or consists of other assets of Borrower),  or otherwise  enforce
any  security  agreement,   mortgage,  lien  instrument,  or  other  encumbrance
hereafter securing the Junior Debt; or (iii) commence, prosecute, or participate
in any  administrative,  legal,  or  equitable  action  that in Senior  Lender's
judgment might adversely affect Borrower's business or Borrower's ability to pay
the Senior Debt.

     5.  Remedies.  If  Borrower  or  Subordinating  Lender  attempts to violate
Section 3(b) or Clause (i) of Article 4, or if Subordinating Lender in any other
manner receives any funds which by virtue of this Agreement it is precluded from
receiving,  Subordinating  Lender  shall  be  deemed  to  hold  any  payment  or
distribution  it receives in trust for Senior  Lender's  benefit.  In such case,
Subordinating  Lender shall  immediately  remit such payment or  distribution to
Senior  Lender.  If  Subordinating  Lender  attempts  to violate  Clause (ii) of
Article 4, Senior Lender (in Senior Lender's or Borrower's name) or Borrower may
seek  injunctive  or other  equitable  relief to prevent  or stop  Subordinating
Lender's  actions,  it being agreed that legal  remedies may be  inadequate.  If
Subordinating Lender attempts to violate Clause (iii) of Article 4, Borrower may
interpose as a defense or plea the making of this  Agreement,  and Senior Lender
may intervene and interpose such defense or plea in its own or Borrower's  name.
The remedies  provided in this Article 5 are not exclusive;  Senior Lender shall
be entitled to all other remedies available at law or in equity.

     6. No Action to Violate  Senior  Lender  Agreements.  Subordinating  Lender
shall not take any action which in Senior Lender's judgment might cause Borrower
to violate the Senior Loan Agreement or any other agreement between Borrower and
Senior Lender.

     7. No Amendment of Junior Debt  Documents.  Unless  Senior  Lender's  prior
written consent shall have been obtained, no Junior Debt Document may be amended
or modified.

     8. Extensions, Compromises, etc. Without having to obtain either Borrower's
or  Subordinating  Lender's  consent,   Senior  Lender  may  grant  to  Borrower
extensions of the time of payment or performance, and may enter into compromises
(including releases of collateral and settlements) with Borrower with respect to
the Senior Debt.

     9. Waiver.  Subordinating  Lender  waives any right it may now or hereafter
have to require Senior Lender to marshall assets, to exercise rights or remedies
in a particular  manner,  or to forbear from exercising such rights and remedies
in any particular manner or order.

     10. No Constraint on Senior  Lender.  Nothing  contained in this  Agreement
shall  preclude  Senior  Lender from  discontinuing  its  extension of credit to
Borrower  (whether  under the Senior Loan Agreement or otherwise) or from taking
(without notice to Subordinating  Lender,  Borrower,  or any other individual or
entity) any other action in respect of the Senior Debt or the  Collateral  which
Senior  Lender is otherwise  entitled to take with respect to the Senior Debt or
the  Collateral.  Among the actions which Lender may take  accordance  with this
Article 10 are:  renewing,  extending,  and  increasing the amount of the Senior
Debt;  otherwise  changing  the terms of the Senior Debt;  settling,  releasing,
compromising,  and collecting on the Senior Debt;  making (and  refraining  from
making) other secured and unsecured loans and advances to Borrower; amending any
present or future  agreement  between Senior Lender and Borrower;  and all other
actions which Senior Lender deems advisable.

     11. Impact of Bankruptcy. If a voluntary or involuntary bankruptcy petition
shall  be  filed  respecting   Borrower:   (a)  this  Agreement  (including  the
subordination  provisions  contained in Article 3) shall  continue in full force
and effect;  (b)  Subordinating  Lender  shall take no action in the  bankruptcy


<PAGE>
proceeding  which might (in Senior  Lender's  opinion)  adversely  affect Senior
Lender's rights and interests  respecting the Senior Debt; and (c) Subordinating
Lender shall take all actions  reasonably  requested by Senior Lender to protect
Senior Lender's interests during the course of such bankruptcy proceedings.

     12. Miscellaneous.

     a.  Amendment.  No amendment or waiver of this Agreement shall be effective
unless in a writing signed by each party hereto.

     b. Binding Effect;  Governing Law;  Venue.  This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors and
assigns.  This Agreement  shall be governed by and construed in accordance  with
the internal laws of the State of Arizona.  All actions and proceedings  arising
in connection  with this Agreement shall be tried and litigated only in state or
federal courts located in Maricopa County,  Arizona, or (at Senior Lender's sole
option)  in any  other  court in  which  Senior  Lender  may  initiate  legal or
equitable  proceedings,  so long as such court has subject matter  jurisdiction.
Subordinating  Lender  and  Borrower  each  waive any right it may have to plead
forum non-conveniens or otherwise to object to venue, and hereby consents to any
court-ordered relief.

     c.  Counterparts.  This Agreement may be executed in counterparts,  each of
which shall be deemed an original and all of which together shall constitute one
agreement.

     d. Headings.  The headings  contained in this Agreement are for convenience
only. They shall not affect the interpretation of this Agreement.

     e. Attorneys'  Fees; etc. In any suit or action brought by Senior Lender to
enforce this Agreement or to obtain an  adjudication  (declaratory or otherwise)
of rights or obligations  hereunder,  the Subordinating  Lender shall pay to the
Senior Lender the attorneys'  fees and other costs and expenses  incurred by the
Senior Lender.

     f. Severability.  Any provision of this Agreement that is prohibited by law
or unenforceable in any jurisdiction  shall be ineffective in that  jurisdiction
to the extent of such prohibition or unenforceability,  without invalidating the
remaining provisions thereof or affecting the validity or enforceability of such
provision  in any other  jurisdiction.  To the extent  permissible,  the parties
waive any law that renders this Agreement prohibited or unenforceable.

     g.  Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between  and among  the  parties  regarding  the  subject  matter  hereof.  This
Agreement  supersedes all prior and contemporaneous  agreements between or among
the parties with respect to the subject matter hereof.

     h. Notice. All notices or demands by any party hereunder must be in writing
and  personally  delivered  or sent by  registered  or certified  mail,  postage
prepaid,  return receipt requested, or by a recognized overnight mail service as
follows:

                  Senior Lender:            FINOVA CAPITAL CORPORATION
                                            355 South Grand Avenue
                                            Los Angeles,  California  90017

                  Subordinating Lender:     FRAMPTON INDUSTRIES, LTD.
                                            P.O. Box 120
                                            Zurich, Switzerland 8034

          Borrower:                         PLAY CO. TOYS & ENTERTAINMENT CORP.
                                            550 Rancheros Drive
                                            San Marcos,  California  92069
                                            Attn.:  Chief Financial Officer

                  with a copy to:           TODTMAN, NACHAMIE,
                                            HENDLER & SPIZZ, P.C.
                                            425 Park Avenue
                                            New York,  New York  10022
                                            Attn.:  Barton Nachamie, Esq.

<PAGE>
     The parties may change the address at which they  receive  notice by giving
notice  to each  other in the  foregoing  manner.  Notices  or  demands  sent in
accordance  with this  Section  shall be deemed to be received on the earlier of
the date of actual receipt or five (5) calendar days after deposit in the United
States mail.

     i.  Termination.  This  Agreement  shall  continue in full force and effect
until Borrower has satisfied in full the Senior Debt.

     j. Rules of Construction.  As used in this Agreement, the singular includes
the plural;  the plural includes the singular.  References to one gender include
all genders.  Unless  otherwise  specified,  references  to Articles,  Sections,
Exhibits, and parties refer to Articles,  Sections,  Exhibits, and parties of or
to this Agreement.  The words  "include",  "including" and similar words are not
intended to be limiting.

     k.  Counterparts.  This Agreement 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 did not sign the same counterpart.  Delivery of an executed  counterpart
of this Agreement by telefacsimile  shall be equally as effective as delivery of
a manually  executed  counterpart  of this  Agreement.  Any party  delivering an
executed  counterpart  of this Agreement by  telefacsimile  shall also deliver a
manually  executed  counterpart of this Agreement,  but the failure to deliver a
manually executed counterpart shall not affect the validity, enforceability, and
binding effect of this Agreement.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
by  their  respective  duly  authorized  officers,  as of the date  first  above
written.

FRAMPTON INDUSTRIES, LTD.,
a British Virgin Island corporation

By:
Title:

FINOVA CAPITAL CORPORATION,
a Delaware corporation

By:
Title:

90885-1


<PAGE>
                            BORROWER'S ACKNOWLEDGMENT



     The  undersigned  Borrower  hereby approves of, and agrees and consents to,
the foregoing  Intercreditor and Subordination  Agreement,  dated as of February
___, 1999, among Frampton  Industries,  Ltd. and FINOVA Capital Corporation (the
"Subordination  Agreement").  Unless otherwise  defined in this  Acknowledgment,
terms defined in the Subordination Agreement have the same meanings when used in
this Acknowledgment. 

     Borrower  agrees  to be  bound  by the  Subordination  Agreement.  Borrower
further agrees that the Subordination  Agreement may be amended by Senior Lender
and Subordinating Lender without notice to, or the consent of, Borrower.

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



By:
Name:
Title:


90885-1


<PAGE>
                                   EXHIBIT A-1
                  TO INTERCREDITOR AND SUBORDINATION AGREEMENT


                   [Copy of Security Agreement and Debenture]



90885-1