Exhibit 10.1

                                 LOAN AGREEMENT

      THIS LOAN AGREEMENT (this  "Agreement") is made and entered into as of May
20,  2004,  by  and  between  SAVON  TEAM  SPORTS,   INC.,  a  Utah  corporation
("Borrower"), and SWT, LLC, a Delaware limited liability company ("Lender").

                                   WITNESSETH:

      WHEREAS,  Lender  desires to make a Term Loan to  Borrower,  and  Borrower
desires to borrow  from  Lender the amount of such Term Loan,  subject to and in
accordance with the terms and conditions set forth herein,  and in the Term Note
and the Pledge Agreement; and

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

      1. CERTAIN DEFINED TERMS.  As used in this Agreement,  the following terms
shall have the following meanings:

      "BUSINESS  DAY" means a day (a) other than Saturday or Sunday,  and (b) on
which commercial banks are open for business in Los Angeles, California.

      "CLOSING DATE" means the date each of the  conditions  precedent set forth
in Section 5 hereof is fully satisfied.

      "COLLATERAL"  has  the  meaning  assigned  to  such  term  in  the  Pledge
Agreement.

      "EVENT OF DEFAULT" has the meaning set forth in Section 7.

      "INTEREST RATE" has the meaning set forth in Section 2(c).

      "LIEN"  means any  mortgage,  deed of trust,  pledge,  security  interest,
assignment,  deposit  arrangement,  charge or  encumbrance,  lien  (statutory or
other),  or other  preferential  arrangement  (including any conditional sale or
other title retention  agreement,  any financing lease having  substantially the
same  economic  effect  as any of the  foregoing  or any  agreement  to give any
security interest).

      "MATURITY DATE" has the meaning set forth in Section 2(b).

      "NOTE" has the meaning set forth in Section 2(d).

      "PERSON"  means an individual,  corporation,  limited  liability  company,
partnership,  joint venture,  trust,  unincorporated  organization  or any other
juridical entity.

      "PERMITTED  LIEN"  means (i) with  respect to Small  World,  that  certain
security  interest in all of the assets of Small World granted by Small World to
Manufacturers  Bank  pursuant  to that  certain  Amended and  Restated  Loan and
Security Agreement  (Streamline),  as amended,  dated as of July 30, 2003 by and
between Small World and  Manufacturers  Bank, and (ii) with respect to Borrower,
those Liens disclosed on SCHEDULE II attached to the Pledge Agreement.

<PAGE>

      "PLEDGE AGREEMENT" means that Pledge Agreement by and between Borrower and
Lender in the form of EXHIBIT B attached hereto.

      "SECURED  OBLIGATIONS" has the meaning assigned to such term in the Pledge
Agreement.

      "SMALL  WORLD"  means  Small  World  Toys,  a  California  corporation,  a
wholly-owned subsidiary of Borrower.

      "STOCK  PURCHASE  AGREEMENT"  means that certain Stock Purchase  Agreement
dated as of May 20, 2004 by and among Borrower,  Debra Fine,  Small World,  Eddy
Goldwasser,  and Gail S. Goldwasser,  Trustee of the Gail S. Goldwasser and Mark
Chatinsky Family Trust.

      "TERM LOAN" has the meaning set forth in Section 2(a).

      2. AMOUNT AND TERMS OF THE TERM LOAN.

            (a) TERM LOAN ADVANCE.  Subject to the terms and  conditions of this
Agreement,  Lender hereby agrees to make a loan to Borrower (the "Term Loan") on
the   Closing   Date  in  the   principal   amount  of  Five   Million   Dollars
(U.S.$5,000,000),  which  amount may be repaid at any time prior to the Maturity
Date without premium or penalty, but may not be reborrowed once repaid.

            (b) TERM.  All unpaid  principal and accrued but unpaid  interest of
the Term Loan shall,  subject to subsection (c) below, be payable in full on May
20, 2009 (the "Maturity Date").

            (c) INTEREST RATE AND INTEREST PAYMENTS. Borrower shall pay interest
on the unpaid  principal amount of the Term Loan from the Closing Date until the
Maturity  Date,  at a rate equal to ten percent  (10%) per annum (the  "Interest
Rate").  Subject to Section  2(e) and 2(g) below,  interest  on the  outstanding
principal  amount  of the Term  Loan  shall be due and  payable  to  Lender,  in
arrears, on the last Business Day of each fiscal quarter of Borrower, commencing
on the first of such dates  following the Closing Date until the Maturity  Date,
at which time all accrued but unpaid interest shall be due and payable.

            (d)  PROMISSORY  NOTE.  The  Term  Loan  shall  be  evidenced  by  a
promissory  note (the "Note") in the form of Exhibit "A" attached  hereto,  duly
executed and delivered to Lender by Borrower.

            (e) INTEREST ON EVENT OF DEFAULT. Upon the occurrence and during the
continuance  of an Event of  Default,  Borrower  agrees to pay  interest  on the
entire unpaid  principal  amount of the Term Loan, as well as on any interest or
other amount past due, from the date of such Event of Default until the date the
same is cured in full,  payable on demand, at a fluctuating rate per annum equal
at all times to the Interest Rate PLUS two percent (2.0%).

                                       2
<PAGE>

            (f)  MANNER OF  PAYMENT.  All  payments  of  principal  or  interest
hereunder  or under  the Note  shall  be  delivered  to  Lender  in  immediately
available  funds on the date due at such  place as Lender  may from time to time
designate.

            (g)  LIMITATION  ON  INTEREST  RATE.  In  no  contingency  or  event
whatsoever  shall the  aggregate of all amounts  deemed  interest  hereunder and
charged or collected by Lender or any holder of the Note exceed the highest rate
permissible  under any law which a court of competent  jurisdiction  shall, in a
final  determination,  deem  applicable  hereto.  In the event that such a court
determines that Lender has charged or received  interest  hereunder or under the
Note in excess of the highest  applicable rate, the rate in effect hereunder and
under the Note shall  automatically  be reduced to the maximum rate permitted by
applicable law and Lender shall apply all interest paid in excess of the maximum
lawful rate to the principal  balance of the amounts  outstanding  hereunder and
under the Note. It is the intent of the parties  hereto that Borrower not pay or
contract to pay, and that Lender not receive or contract to receive, directly or
indirectly  in any manner  whatsoever,  interest  in excess of that which may be
paid by Borrower to Lender under applicable law.

            (h) LOAN FEES.  Borrower  shall pay loan fees  ("Loan  Fees") in the
amount of $1500 per quarter. The Loan Fees shall be due and payable to Lender on
the last  Business  Day of each fiscal  quarter of Borrower,  commencing  on the
first of such dates following the Closing Date until the Maturity Date.

      3. REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into
this Agreement and to make the Term Loan contemplated hereunder, Borrower hereby
represents  and warrants to Lender as follows:

            (a) LEGAL  STATUS.  Borrower  is a  corporation  duly  incorporated,
validly  existing,  and in good  standing  under  the laws of the State of Utah.
Borrower is qualified or licensed to do business,  and is in good  standing as a
foreign  corporation  in  all  jurisdictions  in  which  such  qualification  or
licensing is required or in which the failure to so qualify or to be so licensed
could have a material adverse effect on Borrower.

            (b) AUTHORIZATION AND VALIDITY. This Agreement, the Pledge Agreement
and the Note have been duly authorized, and upon their execution and delivery in
accordance with the provisions hereof and thereof will constitute  legal,  valid
and binding  agreements and  obligations of Borrower,  enforceable in accordance
with their respective terms.

            (c)  NO  CONFLICT.  The  execution,  delivery,  and  performance  by
Borrower of this  Agreement,  the Pledge  Agreement and the Note do not and will
not conflict with the terms of the Articles or Certificate of  Incorporation  or
Bylaws of Borrower,  violate any provision of any  judgment,  decree or order of
any court or governmental authority by which Borrower is bound, or any provision
of any law or  regulation  applicable  to Borrower,  or result in a breach of or
constitute  a  default  under  any  contract,  obligation,  indenture,  or other
instrument to which Borrower is a party or by which Borrower may be bound.

                                       3
<PAGE>

            (d)  NO  CONSENTS.  The  execution,  delivery,  and  performance  by
Borrower of this  Agreement,  the Pledge  Agreement and the Note do not and will
not require any  authorization,  approval,  or other  action by, or notice to or
filing with, any governmental authority, regulatory body, or any other person or
entity.

            (e) USE OF  PROCEEDS.  No  proceeds of the Term Loan will be used to
acquire any equity security of a class that is registered pursuant to Section 12
of the Securities Exchange Act of 1934, as amended.

            (f)  MARGIN  STOCK.  Borrower  is not  engaged  in the  business  of
extending  credit for the purpose of purchasing or carrying margin stock (within
the  meaning of  Regulation  U issued by the Board of  Governors  of the Federal
Reserve  System),  and no  proceeds of the Term Loan will be used to purchase or
carry any margin stock or extend  credit to others for the purpose of purchasing
or carrying any margin stock,  or be used for any purpose  which  violates or is
inconsistent with the provisions of Regulation X of said Board of Governors.

      4. COVENANTS. Borrower hereby covenants that until all amounts outstanding
hereunder and under the Note have been indefeasibly paid in full, it shall:

            (a) PUNCTUAL  PAYMENTS.  Punctually  pay the interest and  principal
with respect to the Term Loan as provided herein and in the Note.

            (b)  EXISTENCE.  Do or  cause  to be done all  things  necessary  to
preserve,  renew and keep in full force and effect its existence and comply with
the provisions of all documents  pursuant to which it is organized  and/or which
govern its continued  existence;  maintain all licenses,  permits,  governmental
approvals,  rights,  privileges, and franchises necessary for the conduct of its
business;  and  conduct its  business  in an orderly  and regular  manner and in
accordance with all laws,  rules,  regulations,  and orders of any  governmental
authority having jurisdiction over it or its business.

            (c) BOOKS AND  RECORDS.  Maintain  adequate  books  and  records  in
accordance with generally accepted accounting  principles  consistently applied,
and permit any  representative  of Lender or any Lender, at any reasonable time,
to inspect,  audit and  examine  such books and  records,  to make copies of the
same, and to inspect its assets and properties.

            (d)  MANDATORY  PREPAYMENT.  Notwithstanding  any  provision  to the
contrary  contained herein,  upon the issuance and sale of any equity securities
by Borrower  subsequent to the date hereof,  Borrower shall,  within thirty (30)
Business  Day(s) of  Borrower's  receipt  of the  proceeds  thereof,  prepay the
outstanding principal amount of the Term Loan in an amount equal to seventy-five
percent (75.0%) of all cash proceeds  therefrom,  net of underwriting  discounts
and  commissions  and all  other  reasonable  costs  paid to  non-affiliates  in
connection therewith.

      5. CONDITIONS PRECEDENT TO TERM LOAN. The obligation of Lender to make the
Term Loan shall be subject to the  condition  precedent  that Lender  shall have
received  each of the  following,  each in form and  substance  satisfactory  to
Lender:

            (a) This Agreement,  duly executed by all of the parties hereto;

            (b) The Note, duly executed by Borrower;

                                       4
<PAGE>

            (c) The Pledge Agreement, duly executed by Borrower;

            (d) An  irrevocable  stock power  certificate  in form and substance
acceptable to Lender, duly executed by Borrower;

            (e) Original stock  certificate(s)  representing  the Pledged Shares
(as such term is defined in the Pledge Agreement); and

            (f) Such  additional  supporting  documents as Lender or its counsel
may reasonably request.

      6.  SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.   Borrower  covenants,
warrants and  represents to Lender that all  representations  and  warranties of
Borrower contained in this Agreement, the Pledge Agreement and the Note shall be
true at the time of Borrower's execution of this Agreement, the Pledge Agreement
and the Note, and shall survive the execution,  delivery and acceptance  thereof
by Lender and the parties thereto and the closing of the transactions  described
therein or related thereto.

      7.  EVENTS  OF  DEFAULT.  The  occurrence  of any of the  following  shall
constitute  an "Event of Default"  and shall,  at the option of Lender,  require
immediate  payment in full of all sums then remaining unpaid hereunder and under
the Note:

            (a)  FAILURE TO PAY THE NOTE.  The  failure of  Borrower  to pay any
principal, interest or other amount due under the Note when due and payable.

            (b) SELLER  NOTES.  The failure of  Borrower  to pay any  principal,
interest or other amount due under (i) the Six Month Note,  (ii) the Seven Month
Note,  or (iii)  the Two  Year  Note  (each as  defined  in the  Stock  Purchase
Agreement).

            (c) BREACH OF COVENANT,  REPRESENTATION OR WARRANTY.  The failure of
Borrower to perform or observe any covenant, condition or agreement contained in
this Agreement or the Pledge Agreement (other than the payment obligations,  the
breach of which shall be governed by subsection (a) above) where such failure is
not cured within five (5) Business Days, or any  representation or warranty made
or deemed made by any of them under or in connection  with this Agreement or the
Pledge  Agreement,  shall prove to have been false or misleading in any material
respect when made.

            (d) LIENS. Borrower creates, incurs, assumes or suffers to exist, or
permits Small World to create,  incur,  assume or suffer to exist, any Lien upon
or with respect to any of its or Small World's properties or assets, as the case
may be, whether now owned or hereafter acquired,  including, without limitation,
any  governmental,  tax, or judgment Lien, other than Permitted Liens, and fails
to have, or to cause to have,  the same removed or released  within two Business
Days after the creation thereof.

            (e) INSOLVENCY.  Borrower shall become  insolvent;  admit in writing
its  inability  to pay its  debts as they  mature;  make an  assignment  for the
benefit of creditors;  or if bankruptcy  proceedings  or other  proceedings  for
relief under any  bankruptcy  law or any law for the relief of debtors  shall be

                                       5
<PAGE>

instituted  by or  against it and,  if  instituted  against  it, the same is not
dismissed within thirty (30) days of the filing thereof.  (f)  DISSOLUTION.  Any
order,  judgment,  or decree shall be entered  against  Borrower  decreeing  its
involuntary dissolution or split up and such order shall remain undischarged and
unstayed for a period in excess of thirty (30) days; or Borrower shall otherwise
dissolve or cease to exist.

      8.  REMEDIES.  If an  Event  of  Default  shall  occur,  (a)  all  amounts
outstanding  hereunder  or  under  the  Note,  notwithstanding  any term of this
Agreement,  the Pledge Agreement, or the Note to the contrary, shall at Lender's
option and  without  notice to  Borrower  become  immediately  due and  payable,
without  presentment,  demand,  protest or notice of dishonor,  all of which are
hereby  expressly  waived by  Borrower,  and (b) Lender  shall have all  rights,
powers and remedies available hereunder, under the Pledge Agreement, or accorded
by law,  including without limitation the right to resort to any or all security
for the  Secured  Obligations  and to  exercise  any or all of the  rights  of a
beneficiary or secured party pursuant to applicable law. All rights,  powers and
remedies of Lender in connection with this Agreement,  the Pledge Agreement, and
the Note may be  exercised at any time by Lender and from time to time after the
occurrence of an Event of Default,  are cumulative and not exclusive,  and shall
be in  addition  to any other  rights,  powers or  remedies  provided  by law or
equity.

      9. SECURITY.  As security for the  obligations  of Borrower  hereunder and
under the Note, Borrower shall grant to Lender a security interest in certain of
its assets pursuant to the Pledge Agreement. 10. MISCELLANEOUS.

            (a) FAILURE OR  INDULGENCE  NOT  WAIVER.  No failure or delay on the
part of Lender or any holder of a Note in the  exercise  of any power,  right or
privilege  hereunder shall operate as a waiver thereof,  nor shall any single or
partial exercise thereof or of any other right, power or privilege.

            (b)  MODIFICATION.  No  modification,  amendment  or  waiver  of any
provision of this Agreement,  the Pledge Agreement, or the Note, nor the consent
to any departure by Borrower  therefrom,  shall in any event be effective unless
the same shall have been  approved  by Lender and shall be in writing  signed by
Lender and,  with  respect to any  amendment,  Borrower.  Such waiver or consent
shall then be effective  only in the  specific  instance and for the purpose for
which  given.  No  notice to or demand on  Borrower  in any case  shall  entitle
Borrower to any other or further notice or demand in the same,  similar or other
circumstances.

            (c) NOTICES.  Except as otherwise  expressly  provided  herein,  any
notice herein required or permitted to be given shall be in writing and shall be
deemed  effective  when  personally  delivered,   mailed,   telecopied  (with  a
confirming copy sent by mail) or delivered by telex to the appropriate  party at
the address set forth below (or at such other  address as may be  designated  by
either party in a written notice sent in accordance with this Section):

                                       6
<PAGE>

                 If to Borrower:            Savon Team Sports, Inc.
                                            c/o Small World Toys, Inc.
                                            5711 Buckingham Parkway
                                            Culver City, California  90230

                 with a copy to:
                                            Loeb & Loeb LLP

                                            10100 Santa Monica Blvd., Suite 2200
                                            Los Angeles, CA 90067-4164
                                            Attention:  David Ficksman, Esq.
                                            Facsimile No:  (310) 282-2200

                 If to Lender:              SWT, LLC
                                            c/o Glenhaven Corporation
                                            9229 Sunset Boulevard
                                            Suite 505
                                            Los Angeles, CA 90069

            (d)  SEVERABILITY.  In case any  provision  in this  Agreement,  the
Pledge Agreement, or the Note shall be invalid,  illegal or unenforceable,  such
provision  shall  be  severable  from the  remainder  of such  contract  and the
validity,  legality and enforceability of the remaining  provisions shall not in
any way be affected or impaired thereby.

            (e) APPLICABLE LAW. This Agreement,  the Pledge  Agreement,  and the
Note, and the rights and obligations of the parties  thereto,  shall be governed
by the laws of the State of  California,  exclusive of its conflicts of laws and
choice of laws rules that would or may cause the  application of the laws of any
jurisdiction other than the State of California.

            (f)   ASSIGNABILITY.   Borrower  shall  not  assign  its  rights  or
obligations  hereunder,  under the  Pledge  Agreement,  or under the Note to any
other Person  without the prior  written  consent of Lender,  and any  attempted
assignment  in violation  hereof shall be null and void AB INITIO.  Lender shall
have the right to assign their rights and  obligations  hereunder and no consent
or approval from Borrower is required in connection with any such assignment.

            (g)  COUNTERPARTS.  This  Agreement  may be  executed in two or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

            (h) SECTION  HEADINGS.  The various  headings used in this Agreement
are  inserted  for  convenience  only  and  shall  not  affect  the  meaning  or
interpretations of this Agreement or any provision hereof.

            (i) ATTORNEYS' FEES. In the event any party institutes any action or
proceeding  to enforce the terms and  conditions of this  Agreement,  the Pledge
Agreement,  or the Note,  the  prevailing  party shall be entitled to reasonable
attorneys' fees and costs.

                                       7
<PAGE>

            (j) WAIVER OF TRIAL BY JURY. EACH OF THE PARTIES HERETO  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 NOTE, OR THE SECURITY  AGREEMENT,  THE SUBJECT MATTER HEREOF AND
THEREOF OR ANY  DOCUMENT  RELATING  HERETO OR THERETO,  IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER  ARISING OR WHETHER IN CONTRACT,  TORT OR  OTHERWISE.  (k)
INTEGRATION.  This  Agreement,  the Pledge  Agreement  and the Note  reflect the
entire   understanding   of  the  parties  with  respect  to  the   transactions
contemplated  hereby and shall not be  contradicted  or  qualified  by any other
agreement, oral or written, whether before or after the date hereof.

                                       8
<PAGE>

            IN WITNESS WHEREOF,  the parties hereto do execute this Agreement as
of the date first above written.

                                 BORROWER"

                                 SAVON TEAM SPORTS, INC.



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

                                 "LENDER"

                                 SWT, LLC

                                      By: Glenhaven Corporation, a
                                          California corporation, its manager


                                          --------------------------------------
                                          Name: David Marshall
                                          Title: President

                                       9
<PAGE>

                                    EXHIBITS
                                    --------

Exhibit "A" - Term Note

Exhibit "B" - Pledge Agreement

                                       10