SMALL WORLD KIDS INC
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>v010009_ex10-3.txt
<TEXT>

                              SEASONAL ADVANCE NOTE

$1,500,000                                               Date: December 15, 2004


      This Term Note is executed and  delivered  under and pursuant to the terms
of that certain Revolving Credit and Security Agreement dated as of December 15,
2004 (as amended,  restated,  supplemented  or modified  from time to time,  the
"Loan  Agreement")  by and among  SMALL  WORLD TOYS,  a  California  corporation
("Borrower"),  with its principal  place of business  located at 5711 Buckingham
Parkway,  Culver City, California 90230, PNC BANK, NATIONAL ASSOCIATION ("PNC"),
the various  financial  institutions  named therein or which hereafter  become a
party thereto (together with PNC, collectively, "Lenders"), and PNC as agent for
Lenders (in such capacity  "Agent").  Capitalized  terms not  otherwise  defined
herein shall have the meanings provided in the Loan Agreement.

      FOR VALUE  RECEIVED,  Borrower hereby promises to pay to the order of PNC,
at the office of Agent located at PNC Bank Center,  Two Tower Center, 8th Floor,
East Brunswick,  New Jersey 08816, or at such other place as Agent may from time
to time designate to Borrower in writing:

      (i)  the  principal  sum of One  Million  Five  Hundred  Thousand  Dollars
($1,500,000) or, if different from such amount,  the unpaid principal balance of
PNC's Commitment Percentage of the Seasonal Advances as may from time to time be
due and  owing  under  the  Loan  Agreement,  payable  in  accordance  with  the
provisions of the Loan Agreement and subject to acceleration upon the occurrence
of an Event of Default under the Loan  Agreement or earlier  termination  of the
Loan Agreement pursuant to the terms thereof; and

      (ii)  interest  on the  principal  amount  of this  Note from time to time
outstanding,  payable  at the  Seasonal  Advance  Rate in  accordance  with  the
provisions of the Loan Agreement.  In no event,  however,  shall interest exceed
the maximum  interest rate permitted by law. Upon and after the occurrence of an
Event of Default, and during the continuation thereof, interest shall be payable
at the Default Rate.

      This Note is one of the  Seasonal  Advance  Notes  referred to in the Loan
Agreement.  This Note is secured,  inter alia, by the liens granted  pursuant to
the Loan Agreement and the Other  Documents,  is entitled to the benefits of the
Loan Agreement and the Other Documents, and is subject to all of the agreements,
terms and conditions therein contained.

      This  Note is  subject  to  mandatory  prepayment  and may be  voluntarily
prepaid,  in whole or in part, on the terms and conditions set forth in the Loan
Agreement.

      If an Event of Default  under  Section  10.7 of the Loan  Agreement  shall
occur, then this Note shall immediately become due and payable,  without notice,
together with  reasonable  attorneys' fees incurred to obtain or enforce payment
hereof.  If any other Event of Default  shall occur under the Loan  Agreement or
any of the Loan  Documents,  which is not  cured  within  any  applicable  grace
period, then this Note may, as provided in the Loan Agreement, be declared to be
immediately due and payable, without notice, together with reasonable attorneys'
fees incurred to obtain or enforce payment hereof.

<PAGE>

      This Note shall be construed and enforced in  accordance  with the laws of
the State of New York.

      Borrower  expressly waives any  presentment,  demand,  protest,  notice of
protest,  or  notice  of any  kind  except  as  expressly  provided  in the Loan
Agreement.

                                      SMALL WORLD TOYS


                                      By:
                                           -------------------------------------
                                      Name:
                                             -----------------------------------
                                      Title:
                                              ----------------------------------



STATE OF __________________________ )
                                    ) SS.:
COUNTY OF _________________________ )


      On  the  ___  day  of  ___________,   2004,   before  me  personally  came
_________________,  to me known,  who being by me duly sworn, did depose and say
that he/she is the _______________ of _______________,  the __________ described
in and which executed the foregoing  instrument;  and that he/she signed his/her
name  thereto as the act and deed of such  corporation  by order of the board of
directors of said corporation.



                                      ------------------------------------------
                                      Notary Public



                                      -2-

</TEXT>
</DOCUMENT>
