EXHIBIT
      4.48

     

    EXHIBIT A

     

    REVOLVING
      PROMISSORY NOTE

     

    
      	
              $13,000,000

            	
              Harrison,
                New York

              December 21,
                2006

            


    

     

    FOR
      VALUE
      RECEIVED, INTERNATIONAL PLAYTHINGS, INC., a New Jersey Corporation (the
“Borrower”), hereby unconditionally promises to pay to the order of CitiCapital
      Commercial Corporation, a Delaware corporation (the “Lender”), on the Expiration
      Date, at the Lender’s office at 450 Mamaroneck Avenue, Harrison, New York 10528
      or at such other location as the Lender may from time to time designate in
      writing, in lawful money of the United States of America and in immediately
      available funds, the principal amount equal to the lesser of (a) THIRTEEN
      MILLION DOLLARS ($13,000,000) and (b) the aggregate unpaid principal amount
      of the Loans made to the Borrower under Section 2.1(a) of the Loan
      Agreement (as defined below).

     

    The
      Borrower further promises to pay interest in like money and funds to the Lender
      at the aforementioned address (or at such other location as the Lender may
      from
      time to time designate in writing) on the unpaid principal amount hereof from
      time to time outstanding from and including the date hereof until paid in full
      (both before and after judgment and both before and after the occurrence of
      an
      Event of Default) at the rates and on the dates determined in accordance with,
      and calculated in the manner set forth in, Sections 4.1 and 4.2 of the Loan
      Agreement. Capitalized terms used but not defined herein shall have the meanings
      given them in the Loan and Security Agreement dated as of the date hereof (as
      amended, supplemented or otherwise modified from time to time, the “Loan
      Agreement”) between the Borrower and the Lender.

     

    Whenever
      any payment to be made hereunder shall be stated to be due on a day that is
      not
      a Business Day, the payment shall be made on the next succeeding Business Day
      (except as otherwise provided in the Loan Agreement) and such extension of
      time
      shall be included in the computation of the amount of interest due
      hereunder.

     

    This
      Note
      is the Note referred to in the Loan Agreement and shall be entitled to the
      benefit of all terms and conditions of, and the security of all security
      interests, liens and rights granted under or in connection with, the Loan
      Agreement and the other Loan Documents, and is subject to optional and mandatory
      prepayment as provided therein. Upon the occurrence of any one or more of the
      Events of Default specified in the Loan Agreement, all amounts then remaining
      unpaid on this Note may be declared to be or may automatically become
      immediately due and payable as provided in the Loan Agreement.

     

    The
      Borrower acknowledges that the holder of this Note may assign, transfer or
      sell
      all or a portion of its rights and interests in, to and under this Note to
      one
      or more Persons as provided in the Loan Agreement and that such Persons shall
      thereupon become vested with all of the rights and benefits of the Lender in
      respect hereof as to all or that portion of this Note which is so assigned,
      transferred or sold.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    In
      the
      event of any conflict between the terms hereof and the terms and provisions
      of
      the Loan Agreement, the terms and provisions of the Loan Agreement shall
      control.

     

    The
      Borrower waives presentment, demand for payment, protest and notice of dishonor
      of this Note and authorizes the holder hereof, without notice, to increase
      or
      decrease the rate of interest on any amount owing under this Note in accordance
      with the Loan Agreement. The Borrower shall make all payments hereunder and
      under the Loan Agreement without setoff, deduction or counterclaim. No failure
      to exercise and no delay in exercising any rights hereunder on the part of
      the
      holder hereof shall operate as a waiver of such rights. This Note may not be
      changed or modified orally, but only by an agreement in writing, which is signed
      by the party or parties against whom enforcement of any waiver, change or
      modification is sought.

     

    THE
      VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS NOTE AND ANY DISPUTE ARISING
      OUT OF OR IN CONNECTION WITH THIS NOTE, WHETHER SOUNDING IN CONTRACT, TORT
      OR
      EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO
      THE
      CONFLICTS OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW
      YORK.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    THE
      BORROWER AND, BY ITS ACCEPTANCE HEREOF, THE LENDER HEREBY WAIVES TO THE FULLEST
      EXTENT PERMITTED BY LAW ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
      BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS NOTE OR ANY CONDUCT,
      ACT OR OMISSION OF THE BORROWER, THE LENDER OR ANY OF THEIR RESPECTIVE
      DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR OTHER AFFILIATES, IN EACH
      CASE WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE.

    
      	 	 	 
	 	
              INTERNATIONAL
                PLAYTHINGS, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Michael Varda 
	 	
              

              Michael
                Varda

              Chief
                Operating Officer

            


    

    


    
      
         

      

      
        -3-