Exhibit 10.139
              Amendment and Assignment of Warehouse Lease Agreement

        AMENDMENT NUMBER FOUR TO LEASE ASSIGNMENT AND ASSUMPTION OF LEASE

     Agreement  dated  this 21st day of March 2000 by and  between  (a) Play Co.
Toys & Entertainment Corp. ("Play Co."), a Delaware  corporation with offices at
550 Rancheros Drive, San Marcos,  California 92069; (b) Toys  International.COM,
Inc., a Delaware  corporation  ("Toys") with offices at 550 Rancheros Drive, San
Marcos,  California  92069;  and (c) Davidson,  Welker,  Brady  ("Landlord"),  a
partnership, with offices at 2650 Jonguil Drive, San Diego, California 92106.

     WHEREAS,  Landlord and Play Co.  heretofore  entered into a lease agreement
(the "Lease") dated the 4th day of October 1986 for the premises  located at 550
Rancheros Drive, San Marcos,  California 92069, comprising  approximately 40,000
square feet of  warehouse  and office  space (the  "Premises"),  which Lease was
amended on August 24, 1987 (the "First  Amendment"),  July 15, 1989 (the "Second
Amendment"), and December 14, 1993 (the "Third Amendment"); and

     WHEREAS,  pursuant to the Third Amendment,  the Lease shall expire on April
30, 2000 unless Play Co. exercises the option thereunder to extend the Lease for
an additional term comprising a maximum of five (5) years; and

     WHEREAS,  Play Co.  desires to assign to Toys (i) all of the right,  title,
and interest to which Play Co.  otherwise  is entitled  under the Lease and (ii)
all duties and obligations by which Play Co. otherwise is bound under the Lease;
and

     WHEREAS,  Toys  desires  to accept  assignment  of Play  Co.'s  rights  and
entitlements  under the Lease and to assume the  liabilities  and obligations by
which  Play Co.  otherwise  is bound  under the Lease and to  substitute  in and
replace Play Co. as Tenant under the Lease; and

     WHEREAS,  Landlord  consents to such  assignment and assumption and desires
that  Toys  replace  Play Co. as Tenant  under the Lease  pursuant  to the terms
thereof, as amended heretofore and hereby; and

     WHEREAS, Play Co., Landlord,  and Toys desire to further amend the Lease to
increase the monthly  rental  thereunder  and to revise the option to which Play
Co. was originally  entitled with respect to extension of the term of the Lease,
as amended, all as set forth below;

     NOW THEREFORE,  in  consideration of the mutual  promises,  covenants,  and
conditions set forth herein, it is agreed as follows:

     1. Play Co. hereby  expressly and fully  transfers the Lease, as heretofore
and hereby amended, over and unto Toys.

     2. Toys hereby  accepts and assumes  all right,  title,  interest,  duties,
obligations,  and  liabilities  under  the Lease  and  replaces  Play Co. in all
respects as Tenant under the Lease, as heretofore and hereby amended.

     3.  Landlord  hereby  accept  Toys  as the  sole  Tenant  under  the  Lease
Agreement,  as heretofore and hereby  amended.

     4. The Lease, as heretofore and hereby amended, shall be extended and shall
continue, as amended, until its expiration on April 30, 2002, in accordance with
the option granted in the Third Amendment and with Toys as Tenant thereunder.

     5. Toys shall have the right,  at its sole option,  in accordance  with the
option granted in the Third Amendment, as modified herein, to extend the term of
the Lease beyond the current  expiration date of April 30, 2002, which extension
shall be permitted for one three-year  minimum period,  to wit, from May 1, 2002
through and until April 30, 2005, if and only if Toys  exercises  its right,  in
writing, on or before October 30, 2001.


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     4. The fixed  minimum  rent  under the  Lease,  as  heretofore  and  hereby
amended, shall increase to $25,000 which minimum amount shall be due and payable
monthly,  shall not be subject to any cost of living  increases  or increases of
any kind not otherwise  agreed upon in writing by the parties hereto,  and shall
remain  constant (a) during the  remaining  term of the Lease as hereby  amended
(i.e.,  through  April 30,  2002) and (b) during the period May 1, 2002  through
April 30,  2005,  in the event Toys elects to exercise  its option to extend the
Lease, as heretofore and hereby amended, pursuant hereto.

     5. The  provisions of the Lease (as  originally  executed and as amended by
the First,  Second, and Third Amendments) not otherwise modified hereby shall in
no manner be affected hereby except to the extent such modification is necessary
in order to give effect to the foregoing and the intent of the parties hereto.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  the  above
Agreement as of the date set forth.



DAVIDSON, WELKER, BRADY, a partnership



By:      Thomas M. Davidson, Managing Partner



PLAY CO. TOYS & ENTERTAINMENT CORP.



By:      James B. Frakes, Secretary



TOYS INTERNATIONAL.COM, INC.



By:      James B. Frakes, Secretary