Exhibit 4.1
                                PLEDGE AGREEMENT

      THIS PLEDGE  AGREEMENT  ("Agreement"),  dated as of May 20,  2004,  by and
between SAVON TEAM SPORTS, INC., a Utah corporation ("Pledgor"), and SWT, LLC, a
Delaware limited liability  company (the "Lender"),  is attached as Exhibit B to
that  certain  Loan  Agreement,  dated of even  date  herewith  (as  amended  or
otherwise modified from time to time, the "Loan  Agreement").  Capitalized terms
not  otherwise  defined  herein shall have the meanings  ascribed to them in the
Loan Agreement.

                                   WITNESSETH:

      WHEREAS,  pursuant to the Loan Agreement,  the Lender has agreed to make a
loan to the  Corporation in the aggregate  principal  amount of  U.S.$5,000,000,
subject to certain terms and  conditions  set forth in the Loan  Agreement  (the
"Term Loan");

      WHEREAS,  Pledgor is the owner of certain issued and outstanding shares of
capital stock of Small World Toys, a California corporation (the "Corporation"),
identified on Schedule I attached hereto (collectively, the "Pledged Shares");

      WHEREAS, the Lender established, as a condition precedent to the making of
the Term Loan,  that  Pledgor  shall grant to the Lender the  security  interest
described herein;

      WHEREAS,  in order to induce the Lender to make the Term Loan, Pledgor has
agreed to grant to the Lender, the security interest described herein; and

      NOW, THEREFORE,  for and in consideration of the premises,  and the mutual
covenants  and  promises  set  forth  herein,  and for other  good and  valuable
consideration,  the  delivery,  receipt,  and  sufficiency  of which  is  hereby
acknowledged, the parties hereto agree as follows:

                                   AGREEMENT:

      SECTION 1. GRANT OF SECURITY INTEREST. Pledgor hereby grants to the Lender
a continuing  security interest in Pledgor's right, title and interest in and to
the  following  property,  wherever  located,  whether  the same is now owned or
hereafter created or acquired (collectively, the "Collateral").

            (a) the Pledged Shares and the certificates representing the Pledged
Shares,  and all dividends,  cash,  instruments  and other property from time to
time received,  receivable or otherwise distributed in respect of or in exchange
for any and all of the Pledged Shares;

            (b) all  additional  shares of the capital stock of any class of the
Corporation  and any other  monies,  securities,  rights and property  issued or
received  in exchange  therefor  or with  respect  thereto,  including,  but not
limited to, any cash dividends or  distributions,  any shares that may be issued
to Pledgor as a stock  dividend  and any  securities,  rights or other  property
which  Pledgor  may  hereafter  receive or be  entitled  to receive in  exchange
therefor, whether upon a merger, reorganization,  consolidation,  stock split or
reclassification, or otherwise; and

<PAGE>

            (c) all proceeds  (including  proceeds of proceeds) of the foregoing
including,  without  limitation,  all:  (a)  rights,  benefits,   distributions,
premiums, profits, dividends,  interest, cash, instruments,  documents of title,
accounts, contract rights, inventory,  equipment,  general intangibles,  payment
intangibles,  deposit  accounts,  chattel paper, and other property from time to
time received,  receivable or otherwise distributed in respect of or in exchange
for, or as a replacement of or a substitution  for, any of the Pledged Shares or
proceeds thereof  (including any cash,  securities or other  instruments  issued
after   any   recapitalization,   readjustment,   reclassification,   merger  or
consolidation  with respect to the issuer of the Pledged Shares and any security
entitlements,  as defined in Section 8-102(a)(17) of the Uniform Commercial Code
of the State of California (the "Code"), with respect thereto);  (b) "proceeds,"
as such term is defined in Section 9-102(a)(64) of the Code; (c) proceeds of any
insurance,  indemnity,  warranty, or guaranty (including guaranties of delivery)
payable from time to time with respect to any of the Pledged  Shares or proceeds
thereof;  (d)  payments  (in any form  whatsoever)  made or due and  payable  to
Pledgor  from time to time in  connection  with any  requisition,  confiscation,
condemnation,  seizure or forfeiture of all or any part of the Pledged Shares or
proceeds thereof;  and (e) other amounts from time to time paid or payable under
or in connection with any of the Pledged Shares or proceeds thereof.

      SECTION 2.  SECURITY  FOR  OBLIGATIONS.  This  Agreement  secures  and the
Collateral is collateral  security for the prompt payment or performance in full
when due,  whether at stated maturity,  by acceleration or otherwise  (including
the  payment of amounts  which  would  become due but for the  operation  of the
automatic  stay under  Section  362(a) of the  Bankruptcy  Code,  11 U.S.C.  ss.
362(a)),  of all obligations  now or hereafter  arising under the Loan Agreement
and the Note, whether for principal or interest (including,  without limitation,
interest  which,  but for the filing of a petition in bankruptcy with respect to
Pledgor,  would  accrue on such  obligations)  or payments of fees,  expenses or
otherwise,  and all  obligations  now or hereafter  arising under this Agreement
(all such obligations being the "Secured Obligations").

      It is the  intention  of Pledgor  that the  continuing  grant of  security
interests  provided  for herein  shall  remain as  security  for the payment and
performance  of the Secured  Obligations,  whether now  existing or  hereinafter
incurred by future advances or otherwise, and whether or not contemplated by the
parties at the date hereof.  No notice of the continuing  grant of such security
interests, therefore, shall be required to be stated on the face of any document
representing any such Secured  Obligation nor shall it otherwise be necessary to
identify any such Secured  Obligation as being secured hereby.  Any such Secured
Obligation  shall be deemed to have been made  pursuant  to Section  9204 of the
Uniform Commercial Code of the State of California (the "Code").

      SECTION  3.  DELIVERY  OF  COLLATERAL.  All  certificates  or  instruments
representing  or evidencing the Collateral  shall be delivered to and held by or
on behalf of the Lender, shall be in suitable form for transfer by delivery,  or
shall be accompanied  by duly executed  instruments of transfer or assignment in
blank,  all in form and substance  satisfactory to the Lender.  The Lender shall
also have the right to appoint one or more  agents for the purpose of  retaining
physical  possession of the Collateral.  In addition,  the Lender shall have the
right  at any time (a) to  transfer to, or register in the name of the Lender or

                                       2
<PAGE>

any of its  nominees  all or any of the  Collateral,  subject  only to Pledgor's
rights under SECTION 7(a)(iii);  and (b) to exchange certificates or instruments
representing or evidencing  Collateral for certificates or instrument evidencing
larger or smaller denominations.

      SECTION 4.  UNCERTIFICATED  SECURITIES.  Notwithstanding  anything  to the
contrary in SECTION 1 and SECTION 3 hereof,  if any of the  Collateral  (whether
now owned or hereafter  acquired) is  evidenced by an  uncertificated  security,
Pledgor shall  promptly  notify the Lender  thereof and shall  promptly take all
actions  required to perfect the security  interest of the Lender  therein under
applicable law.  Pledgor further agrees to take such actions as the Lender deems
necessary  or  desirable  to effect  the  foregoing  and to permit the Lender to
exercise its rights and remedies hereunder.

      SECTION 5. REPRESENTATIONS AND WARRANTIES. Pledgor represents and warrants
as follows:

            (a) The Pledged Shares have been duly  authorized and validly issued
and are fully paid and non-assessable.

            (b)  Pledgor is the legal and  beneficial  owner of the  Collateral,
free and clear of any Lien, except for the Lien created by this Agreement.

            (c) Pledgor has full power,  authority and legal right to pledge all
of the Collateral pursuant to this Agreement.

            (d) The pledge of the  Pledged  Shares by Pledgor  pursuant  to this
Agreement  creates a valid and perfected first priority security interest in the
Pledged  Shares in favor of the  Lender,  securing  the  payment of the  Secured
Obligations.

            (e) No authorization,  approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required either
(i) for the pledge by Pledgor of the  Collateral  pursuant to this  Agreement or
for the execution, delivery or performance of this Agreement by Pledgor, or (ii)
for the  exercise by the Lender of the voting or other  rights  provided  for in
this  Agreement  or the remedies in respect of the  Collateral  pursuant to this
Agreement (except as may be required in connection with the disposition  thereof
by laws  affecting the offering and sale of securities  generally,  all of which
authorizations,  approvals, notices or filings have been, or upon request of the
Lender will be, made).

            (f)  Pledgor at all times will be the sole  beneficial  owner of the
Collateral.

            (g) All  information  set forth herein relating to the Collateral is
accurate and complete in all material respects.

            (h) The pledge of the Collateral pursuant to this Agreement does not
violate Regulations T, U or X of the Federal Reserve Board.

      SECTION 6. FURTHER  ASSURANCES.  Pledgor  agrees that at any time and from
time to time,  at the expense of  Pledgor,  Pledgor  will,  and will cause third
parties to, promptly execute and deliver all further instruments,  documents and

                                       3
<PAGE>

agreements,  and take all further action, that may be necessary or desirable, or
that the Lender may  request,  in order to perfect and to protect  any  security
interest  granted or purported  to be granted  hereby or to enable the Lender to
exercise  and to enforce its rights and remedies  hereunder  with respect to any
Collateral.

      SECTION 7. VOTING RIGHTS; DIVIDENDS; ETC.

            (a) So long as no Event of Default shall have occurred:

                  (i) Pledgor  shall be entitled to exercise  any and all voting
and other consensual rights pertaining to the Collateral or any part thereof for
any  purpose  not  inconsistent  with the  terms of this  Agreement  or the Loan
Agreement;  provided,  however,  that Pledgor shall not exercise or refrain from
exercising any such right if, in the Lender's judgment, such action would have a
material adverse effect on the value of the Collateral or any part thereof;  and
provided  further,  that  Pledgor  shall give the Lender at least five (5) days'
written notice of the manner in which it intends to exercise, or the reasons for
refraining from exercising, any such right.

                  (ii)  Pledgor  shall be entitled to receive and retain any and
all dividends in respect of the Collateral; provided, however, that any and all

                                    dividends paid or payable other than in cash
      or cash  equivalents  in respect of, and  instruments  and other  property
      received,  receivable  or  otherwise  distributed  in  respect  of,  or in
      exchange for, any Collateral,

                                    dividends  and other  distributions  paid or
      payable  in cash or cash  equivalents  in  respect  of any  Collateral  in
      connection  with a  partial  or total  liquidation  or  dissolution  or in
      connection  with a  reduction  of  capital,  capital  surplus or  paid-in-
      surplus, and

                                    cash or cash  equivalents  paid,  payable or
      otherwise  distributed in respect of principal of, or in redemption of, or
      in exchange for, any Collateral,

shall be, and shall be forthwith  delivered to the Lender to hold as, Collateral
and shall,  if received by Pledgor,  be received in trust for the benefit of the
Lender,  be  segregated  from the other  property  or funds of  Pledgor,  and be
forthwith  delivered to the Lender as Collateral in the same form as so received
(with any necessary endorsements).

                  (iii) The Lender  shall  execute  and  deliver (or cause to be
executed and  delivered)  to Pledgor all such proxies and other  instruments  as
Pledgor may reasonably  request for the purpose of enabling  Pledgor to exercise
the voting  and other  rights  which it is  entitled  to  exercise  pursuant  to
paragraph  (i) above and to receive  the  dividends  which it is  authorized  to
receive and retain pursuant to paragraph (ii) above.

      (b) Upon the occurrence of an Event of Default:

                                       4
<PAGE>

                  (i) The  Lender  shall  have the right to have the  Collateral
transferred into the name of the Lender.

                  (ii) All rights of Pledgor  to  exercise  the voting and other
consensual rights which Pledgor would otherwise be entitled to exercise pursuant
to SECTION 7(a)(i) and to receive the dividends which Pledgor would otherwise be
authorized to receive and retain pursuant to SECTION  7(a)(ii) shall cease,  and
shall  thereafter  be vested in the Lender,  who shall  thereupon  have the sole
right to exercise such voting and other  consensual  rights on behalf of Pledgor
and to receive and hold such dividends as Collateral.

            (ii) All  amounts  which are  received  by Pledgor  contrary  to the
provisions of paragraph (ii) of this SECTION 7(b) shall be received in trust for
the benefit of the Lender,  shall be segregated  from other funds of Pledgor and
shall be  forthwith  paid over to the Lender as  Collateral  in the same form as
received (with any necessary endorsements).

      SECTION 8. SALE OR  HYPOTHECATION  OF COLLATERAL;  ADDITIONAL  SECURITIES.
Pledgor  covenants  that until such time as all of the Secured  Obligations  are
indefeasibly paid or satisfied in full, without the prior written consent of the
Lender,   Pledgor  shall  not  directly  or  indirectly,   whether  voluntarily,
involuntarily,  by  operation of law or otherwise  (i) sell,  assign,  transfer,
exchange,  lease,  lend,  grant any option with respect to, return or dispose of
any of the Collateral (other than inventory items sold or leased in the ordinary
course of Pledgor's business), or any of Pledgor's rights therein, or enter into
any agreement to take any of the foregoing actions, nor (ii) create or permit to
exist any Lien on or with respect to any of the Collateral,  except for the Lien
in favor of the Lender.  In addition,  Pledgor  agrees that Pledgor will (i) not
cause,  suffer or permit the Corporation to issue any stock or other  securities
in addition to or in substitution for the Pledged Shares except to Pledgor,  and
(ii) pledge  hereunder,  immediately  upon  Pledgor's  acquisition  (directly or
indirectly)  thereof, any and all additional shares of stock or other securities
of the Corporation. The inclusion of "proceeds" as a component of the Collateral
shall not be deemed a consent by the Lender to any sale,  assignment,  transfer,
exchange,  lease, loan,  granting of an option with respect to or disposition of
all or any part of the Collateral;

      SECTION 9. THE LENDER APPOINTED ATTORNEY-IN-FACT.  Pledgor hereby appoints
the Lender Pledgor's attorney-in-fact with full authority in the place and stead
of Pledgor and in the name of Pledgor or  otherwise,  from time to time (whether
before  or after  an  Event  of  Default)  in the  Lender's  sole  and  absolute
discretion to take any action and to execute and deliver,  and if appropriate to
file and/or record with the appropriate  office,  any  agreements,  documents or
instruments,   including,  without  limitation,  Pledge  Agreements,   financing
statement  amendments,  continuation  statements or other documents  without the
signature  of  Pledgor  (where  permitted  by law)  which  the  Lender  may deem
necessary or advisable to  accomplish  the purposes of this  Agreement.  Pledgor
acknowledges  that the  foregoing  grant of power of attorney is coupled with an
interest and is irrevocable.

      SECTION  10. THE  LENDER MAY  PERFORM.  If  Pledgor  fails to perform  any
agreement or covenant  contained herein,  the Lender may itself perform or cause
the  performance of such  agreement or covenant,  and the expenses of the Lender
incurred in connection  therewith,  plus  interest at the rate  specified in the
Loan Agreement from the date of such advance to the date of reimbursement, shall
be payable by Pledgor under SECTION 13. However, nothing in this Agreement shall
obligate the Lender to act.

                                       5
<PAGE>

      SECTION 11.  REMEDIES  UPON  DEFAULT.  If any Event of Default  shall have
occurred:

            (a) The  Lender  may  exercise  in  respect  of the  Collateral,  in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and  remedies of a secured  party under the Code in effect
in the State of California at that time,  and the Lender may also without notice
except as specified below sell the Collateral or any part thereof in one or more
parcels at public or private sale, at any exchange,  broker's board or at any of
the Lender's  offices or elsewhere,  for cash, on credit or for future delivery,
and upon such other terms as the Lender in its sole and absolute  discretion may
deem commercially reasonable.  Pledgor agrees that, to the extent notice of sale
shall be required by law, at least ten (10) days'  notice to Pledgor of the time
and place of any public sale or the time after  which any private  sale is to be
made shall constitute reasonable notification. The Lender shall not be obligated
to make any sale of  Collateral  regardless of notice of sale having been given.
The  Lender  may  adjourn  any  public  or  private  sale  from  time to time by
announcement  at the time and place fixed therefor,  and such sale may,  without
further  notice,  be made at the  time and  place to which it was so  adjourned.
Pledgor  hereby  waives any claims  against the Lender  arising by reason of the
fact that the price at which any Collateral may have been sold at such a private
sale was less than the price  which might have been  obtained at a public  sale,
even if the Lender  accepts  the first  offer  received  and does not offer such
Collateral to more than one offeree, and in all events such sale shall be deemed
to be  commercially  reasonable.  At any such public or private sale, the Lender
may be the purchaser of the Collateral.

            (b)  Pledgor  recognizes  that,  by reason of  certain  prohibitions
contained in the Securities Act of 1933, as amended (the "Securities  Act"), and
applicable state  securities laws, the Lender may be compelled,  with respect to
any sale of all or any part of the Collateral,  to limit purchasers to those who
will agree, among other things, to acquire the Collateral for their own account,
for  investment  and not  with a view to the  distribution  or  resale  thereof.
Pledgor  acknowledges  that any such private sales may be at prices and on terms
less favorable to the Lender than those obtainable through a public sale without
such  restrictions  (including,  without  limitation,  a  public  offering  made
pursuant  to  a  registration   statement   under  the  Securities   Act),  and,
notwithstanding  such circumstances,  agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner and that the Lender
shall have no  obligation  to engage in public sales and no  obligation to delay
the sale of any Collateral for the period of time necessary to permit the issuer
thereof to register it for a form of public sale  requiring  registration  under
the Securities Act or under  applicable  state  securities laws, even if Pledgor
would agree to do so.

            (c) If the Lender  determines  to exercise  its right to sell any or
all of the Collateral,  upon written request, Pledgor shall and shall cause each
issuer of any  Collateral to be sold  hereunder  from time to time to furnish to
the Lender all such  information as the Lender may request in order to determine
the number of shares and other instruments  included in the Collateral which may
be sold by the Lender as exempt  transactions  under the  Securities Act and the
rules of the Securities  Exchange  Commission  thereunder,  as the same are from
time to time in effect.

                                       6
<PAGE>

            (d) Any cash held by the Lender as Collateral  and all cash proceeds
received  by the  Lender in respect of any sale of,  collection  from,  or other
realization  upon all or any part of the Collateral may, in the direction of the
Lender,  be held by the Lender as  collateral  for,  and/or  then or at any time
thereafter  applied (after payment of any amounts payable to the Lender pursuant
to SECTION 13) in whole or in part by the Lender  against all or any part of the
Secured  Obligations  in such  order  as the  Lender  shall  elect.  After  such
application and after payment by the Lender of any other amount required by law,
including,  without limitation Sections 9600 et seq. of the Code, any surplus of
such cash or cash proceeds held by the Lender and then  remaining  shall be paid
over to  Pledgor or to  whomsoever  may be  lawfully  entitled  to receive  such
surplus.  Without  limiting the foregoing,  Pledgor hereby  expressly waives any
obligations the Lender may have regarding the foregoing under Section 9207(c) of
the Code.

            (e) The  Lender  shall not be  obligated  to resort to its rights or
remedies  with  respect to any other  security for or guaranty or payment of the
Secured  Obligations before resorting to its rights and remedies against Pledgor
hereunder.  All rights and remedies of the Lender shall be cumulative and not in
the alternative.

            (f) Pledgor further agrees to use its best efforts to do or cause to
be done all such other acts as may be necessary to make any sale or sales of all
or any portion of the  Collateral  pursuant to this SECTION 11 valid and binding
and in  compliance  with any and all  applicable  requirements  of law.  Pledgor
further  agrees that a breach of any of its covenants  contained in this SECTION
11 will cause irreparable injury to the Lender,  that the Lender has no adequate
remedy at law in respect of such  breach and,  as a  consequence,  that each and
every covenant  contained in this SECTION 11 shall be  specifically  enforceable
against  Pledgor.  Pledgor  hereby  waives and agrees not to assert any defenses
against  an action  for  specific  performance  of such  covenants  except for a
defense that no Event of Default has occurred under the Loan Agreement.

            (g) In the event the Lender seeks to obtain possession of any of the
Collateral by court process, Pledgor hereby irrevocably waives any bonds, surety
or security  required by any statute,  court rule or otherwise as an incident to
such process or possession,  and waives any demand for  possession  prior to the
commencement of any such proceeding, suit or action.

      SECTION 12. LIABILITY AND INDEMNIFICATION.  The Lender shall not be liable
to  Pledgor  for any  act  (including,  without  limitation,  any act of  active
negligence) of or omission by the Lender unless the Lender's conduct constitutes
willful misconduct or gross negligence.  Pledgor agrees to indemnify and to hold
the Lender harmless from and against all losses,  liabilities,  claims, damages,
costs and expenses  (including  actual attorneys' fees and  disbursements)  with
respect to (a) any  action  taken  (including,  without  limitation,  any act of
active negligence) or any omission by the Lender with respect to this Agreement,
provided that the Lender's  conduct does not  constitute  willful  misconduct or
gross negligence,  and (b) any claims arising out of Pledgor's  ownership of the
Collateral or the Lender's security interest therein.

      SECTION  13.  EXPENSES.  Pledgor  will upon  demand  pay to the Lender the
amount of any and all  expenses,  including the fees and expenses of its counsel
and of any experts and agents, which the Lender may incur in connection with (a)
the administration of this Agreement, (b) the custody or preservation of, or the
sale of, collection from, or other realization upon, any of the Collateral,  (c)
the exercise or  enforcement of any of the rights of the Lender  hereunder,  and
(d) the failure by Pledgor to perform or observe any of the provisions hereof.

                                       7
<PAGE>

      SECTION  14.  SECURITY  INTEREST  ABSOLUTE.  All  rights of the Lender and
security interests hereunder,  and all Secured Obligations of Pledgor hereunder,
shall be absolute and unconditional irrespective of:

            (a) any lack of validity or  enforceability of the Loan Agreement or
the Note or any other agreement or instrument relating thereto;

            (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Secured Obligations,  or any other amendment or
waiver of or any consent to any departure from the Loan Agreement,  the Note, or
any other agreement or instrument relating thereto;

            (c) any exchange, release or non-perfection of any other Collateral,
or any  release  or  amendment  or waiver of or consent  to  departure  from any
guaranty for all or any of the Secured Obligations; or

            (d) any  other  circumstance  which  might  otherwise  constitute  a
defense available to, or a discharge of, Pledgor. SECTION

      15.  AMENDMENTS,  WAIVER.  No amendment or waiver of any provision of this
Agreement nor consent to any departure by Pledgor herefrom shall in any event be
effective unless the same shall be in writing and signed by the Lender, and then
such waiver or consent shall be effective only in the specific  instance and for
the specific purpose for which given.

      SECTION 16. NOTICES.  All notices,  demands and requests of any kind which
either party may be required or desires to serve upon the other  hereunder shall
be in writing and shall be delivered and become effective in accordance with the
notice provision of the Loan Agreement. SECTION

      17.  CONTINUING  SECURITY  INTEREST;   ASSIGNMENT  OF  OBLIGATIONS.   This
Agreement  shall create a continuing  security  interest in the  Collateral  and
shall (a) remain in full force and effect  until  payment in full of the Secured
Obligations, (b) be binding upon Pledgor, its successors and assigns, (c) inure,
together with the rights and remedies of the Lender hereunder, to the benefit of
the Lender and its successors,  transferees and assigns,  (d) constitute,  along
with the Note and the Loan Agreement,  the entire agreement  between Pledgor and
the Lender, and (e) be severable in the event that one or more of the provisions
herein is  determined  to be  illegal or  unenforceable.  Without  limiting  the
generality  of the  foregoing  clause  (c),  the Lender may assign or  otherwise
transfer any Secured  Obligation  to any other person or entity,  and such other
person or entity shall thereupon  become vested with all the benefits in respect
thereof  granted to the Lender herein or otherwise.  Upon the payment in full of
the  Secured  Obligations,  the  Lender,  at the request and expense of Pledgor,
shall  release the  security  interests  in the  Collateral  granted  herein and
execute such termination  statements as may be necessary therefor, to the extent
that such Collateral  shall not have been sold or otherwise  applied pursuant to
the terms hereof.

                                       8
<PAGE>

      SECTION 18.  RETURN OF  COLLATERAL.  Subject to any duty imposed by law or
otherwise to the holder of any subordinate  lien on the Collateral  known to the
Lender, and subject to the direction of a court of competent jurisdiction,  upon
the extinguishment of any commitment of the Lenders to make any further advances
under the Loan  Agreement  and the payment in full of the  Secured  Obligations,
Pledgor shall be entitled to the return of all  Collateral in the  possession of
the Lender; provided,  however, that the Lender shall not be obligated to return
to Pledgor or deliver to the holder of any subordinate  Lien any such Collateral
until it is satisfied  that all amounts with respect to the Secured  Obligations
are no  longer  subject  to being  recaptured  under  applicable  bankruptcy  or
insolvency laws or otherwise. The return of Collateral,  however effected, shall
be without  recourse  to the Lender and the Lender  shall be entitled to receive
appropriate  documentation  to such effect.  The return of  Collateral  shall be
effected without representation or warranty and shall not entitle Pledgor to any
right to any endorsement.

      SECTION 19. GOVERNING LAW; TERMS. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California,  exclusive of
its conflicts of laws and choice of laws  provisions that would or may cause the
application of the laws of any jurisdiction  other than the State of California.
Unless otherwise  defined herein or in the Loan Agreement,  terms defined in the
Code are used herein as therein defined.

      SECTION  20.  WAIVER  OF TRIAL BY JURY.  THE  PLEDGOR  HEREBY  IRREVOCABLY
WAIVES,  AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF,  DEFENDANT
OR OTHERWISE),  ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,
CLAIM,  DEMAND,  ACTION OR CAUSE OF  ACTION  ARISING  OUT OF OR BASED  UPON THIS
AGREEMENT,  THE SUBJECT  MATTER  HEREOF,  ANY  DOCUMENT  RELATING  HERETO OR ANY
SECURED  OBLIGATION,  IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER  ARISING OR
WHETHER IN CONTRACT, TORT OR OTHERWISE.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       9
<PAGE>

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

                                 "PLEDGOR"

                                 SAVON TEAM SPORTS, INC.



                                  By:
                                      ------------------------------------------
                                      Debra Fine, Chief Executive Officer




                                 "LENDER"

                                 SWT, LLC

                                      By: Glenhaven Corporation, a
                                          California corporation, its manager


                                          --------------------------------------
                                          Name: Sid Marshall
                                          Title: President

                                       10
<PAGE>

                           ACKNOWLEDGMENT AND CONSENT

      The  Corporation  referred to in the  foregoing  Pledge  Agreement  hereby
acknowledges  receipt of a copy  thereof  and agrees to be bound  thereby and to
comply with the terms  thereof  insofar as such terms are  applicable to it. The
Corporation agrees to notify the Lender promptly in writing of the occurrence of
any of the events  described  in Sections  7(a)(ii)  and  7(b)(ii) of the Pledge
Agreement. The Corporation further agrees that the terms of Section 11(f) of the
Pledge  Agreement  shall  apply to it,  MUTATIS  MUTANDIS,  with  respect to all
actions  that may be  required  of it under or pursuant to or arising out of the
Code.

                                "CORPORATION":

                                SMALL WORLD TOYS

                                By:
                                   ---------------------------------------------
                                Name: Debra Fine
                                Its: President

                                Address for Notices:
                                Small World Toys, Inc.
                                5711 Buckingham Parkway
                                Culver City, California  90230

                                       11
<PAGE>

                                   SCHEDULE I
                                   ----------

                                 Pledged Shares

8,333 Shares of the Common Stock of SMALL WORLD TOYS, a California  corporation,
represented by certificate No._________________

<PAGE>

                                  SCHEDULE II
                                  -----------

                                Permitted Liens

The Lien  granted by  Pledgor to Eddy  Goldwasser  ("Goldwasser")  in  Pledgor's
right,  title and interest in and to certain shares of the Common Stock of SMALL
WORLD TOYS, a  California  corporation,  pursuant to that  certain  Stock Pledge
Agreement dated as of May 20, 2004 between Pledgor and Goldwasser.