Exhibit 10.28

                             STOCK PLEDGE AGREEMENT

      THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement"),  entered into as of July
20, 2001, is between TOYSRUS.COM,  INC., a Delaware corporation (the "Company"),
and JOHN BARBOUR (the "Pledgor").

                                   WITNESSETH:

      WHEREAS,  on  February  15,  2000  the  Pledgor  exercised  stock  options
("Options")  to purchase  from the  Company  4,000,000  shares of the  Company's
Common Stock,  par value $.01 per share (the "Common  Stock") in accordance with
the terms and conditions, and subject to the limitations,  including the vesting
limitations,  of the Company's  Amended and Restated 1999 Stock  Incentive  Plan
(together  with the Stock  Option  Agreement  entered  between  the  Company and
Pledgor relating thereto, the "Option Plan");

      WHEREAS,  as of the date hereof  2,000,000 shares of the Common Stock held
by Pledgor are vested ("Vested Shares");

      WHEREAS,  as of February  15,  2001 the Company  loaned to the Pledgor the
principal  sum of  $1,200,000.00  (the "Loan") which the Pledgor used to pay the
exercise price of the Options;

      WHEREAS,  Pledgor has  executed  and  delivered  to the Company a recourse
promissory  note  evidencing  its  obligations to repay such Loan (the "Original
Note");

      WHEREAS,  on the date  hereof,  the  Company has agreed to  purchase,  and
Pledgor has agreed to sell,  (the "Sale") the 2,000,000  Vested Shares of Common
Stock;

      WHEREAS,  the Pledgor  desires to apply a portion of the proceeds from the
Sale to repay to the Company fifty percent  (50%) of the  outstanding  principal
balance of the Loan  pursuant to the  Original  Note plus all  accrued  interest
thereunder in the aggregate amount of $706,200.64;

      WHEREAS,  the Pledgor has on the date hereof executed and delivered to the
Company, a Nonrecourse Promissory Note ("New Note") evidencing his obligation to
repay the remaining principal balance of the Loan; and

      WHEREAS,  the Pledgor has agreed to pledge all of his remaining  2,000,000
shares of unvested  Common Stock to the Company as security for the repayment of
all obligations under the New Note pursuant to the terms and conditions hereof.

      NOW,  THEREFORE,  in consideration of the premises and other covenants and
conditions contained herein, it is agreed as follows:

      1. The Pledgor  hereby  delivers  to the Company one or more  certificates
representing  2,000,000  unvested shares of the Company's  Common Stock ("Pledge
Shares"),  together with two stock powers duly executed in blank by the Pledgor.
The Pledgor hereby pledges and grants

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a first priority security  interest in the Pledged Shares,  including any shares
into which the Pledged  Shares may be converted  and all proceeds of the Pledged
Shares,  as security for the timely payment of all of the Pledgor's  obligations
under the New Note and for the Pledgor's  performance of all of its  obligations
under this Pledge Agreement.  Upon the occurrence of any Event of Default (which
shall  herein have the meaning  set forth in the New Note),  the Pledgor  hereby
appoints the Company as his true and lawful  attorney to take such action as may
be necessary or appropriate  to cause the Pledged Shares to be transferred  into
the name of the  Company or any  assignee  of the  Company and to take any other
action on behalf of the Pledgor permitted hereunder or under applicable law.

      2. The  Company  agrees to hold the  Pledged  Shares as  security  for the
timely  payment of all of the Pledgor's  obligations  under the New Note and for
the Pledgor's performance of all of its obligations under this Pledge Agreement,
as  provided  herein.  At no time shall the Company  dispose of or encumber  the
Pledged  Shares,  except as otherwise  provided in this Pledge  Agreement or the
Employment  Agreement  dated as of July 19,  1999  between  the  Company and the
Pledgor (the "Employment Agreement").

      3. At all  times  while the  Company  is  holding  the  Pledged  Shares as
security under this Agreement, the Company shall:

            (a) Collect any dividends that may be declared on the Pledged Shares
      and credit such dividends against any accrued interest or unpaid principal
      under the New Note, as part payment;

            (b)  Collect  and hold any shares of stock  that may be issued  upon
      conversion of the Pledged Shares; and

            (c) Collect and hold any other securities or other property that may
      be distributed with respect to the Pledged Shares.

Such shares and other  securities  or property  shall be subject to the security
interest  granted in Section 1 of this Pledge Agreement and shall be held by the
Company under this Pledge Agreement.

      4. While the  Company  holds the  Pledged  Shares as  security  under this
Pledge Agreement, the Pledgor shall have the right to vote the Pledged Shares at
all meetings of the Company's stockholders to the same extent as if such Pledged
Shares were held by Pledgor;  provided that no Event of Default has occurred and
is continuing  and that the Pledgor is not in default in the  performance of any
term of this Pledge Agreement or the Employment  Agreement.  In the event of any
such a default  or Event of  Default,  the  Company  shall have the right to the
extent permitted by law to vote and to give consents,  ratifications and waivers
and take any other action with respect to the Pledged Shares with the same force
and effect as if the  Company  were the  absolute  and sole owner of the Pledged
Shares.

      5. Upon payment in full of the  outstanding  principal  balance of the New
Note and all accrued interest and other charges due under the New Note,  subject
to the terms of the Employment Agreement,  the Company shall release from pledge
and redeliver to the Pledgor the certificate(s)  representing the Pledged Shares
and the accompanying stock powers.  Upon partial


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<PAGE>

prepayment  of amounts due under the New Note,  the Company  shall  release from
pledge and  redeliver to Pledgor  such number of Pledged  Shares as shall have a
value equal to 80% of the amount  prepaid,  provided that such number of Pledged
Shares shall be calculated by the Company in good faith.

      6. A.  Representations and Warranties of Pledgor.  The Pledgor represents,
warrants and covenants as follows:

            (a)   This  Pledge  Agreement  is  the  legal,   valid  and  binding
                  obligation of the Pledgor  enforceable  against the Pledgor in
                  accordance with its terms;

            (b)   Subject  in all  cases  to the  terms of the  Option  Plan the
                  Pledgor  is the  legal  and  beneficial  owner of the  Pledged
                  Shares,  which  have been  issued  free and clear of any lien,
                  security  interest,  option  or other  charge  or  encumbrance
                  except  for the  security  interest  created  by  this  Pledge
                  Agreement;

            (c)   Subject  in all  cases to the  terms of the  Option  Plan upon
                  delivery of the Pledged  Shares  pursuant to Section 1 hereof,
                  the  pledge of the  Pledged  Shares  pursuant  to this  Pledge
                  Agreement   creates  a  valid  and  perfected  first  priority
                  security   interest  in  the  Pledged  Shares,   securing  the
                  obligations of Pledgor under the New Note; and

            (d)   Subject  in all  cases  to the  terms  of the  Option  Plan no
                  consent or  approval of and no notice to or filing  with,  any
                  governmental  body,  agency,  authority  or any  other  person
                  (other than the Company) is required either (i) for the pledge
                  pursuant  to  this  Pledge  Agreement  or for  the  execution,
                  delivery  or  performance  of  this  Pledge  Agreement  by the
                  Pledgor or (ii) for the  exercise  by the Company of rights or
                  remedies  in respect of the  Pledged  Shares  pursuant to this
                  Pledge Agreement (except as may be required in connection with
                  their  disposition  by laws affecting the offering and sale of
                  securities generally).

            B.    Representations  and  Warranties  of the Company.  The Company
                  hereby represents, warrants and covenants as follows:

            (a)   This Pledge Agreement has been duly authorized and executed by
                  the Company, and is the legal, valid and binding obligation of
                  the  Company,  enforceable  against the Company in  accordance
                  with its terms.

            (b)   The Company  waives any provisions in the Option Plan that are
                  inconsistent with the terms hereof or that otherwise  prohibit
                  or limit the transactions contemplated hereby. In the event of
                  any ambiguity or inconsistency  between the Option Plan or the
                  Employment  Agreement  and the terms  hereof and the New Note,
                  this Pledge Agreement and the New Note shall control.

      7. The Pledgor  agrees that it will not (i) sell or  otherwise  dispose of
any of the Pledged  Shares,  or (ii) grant any option with respect to any of the
Pledged Shares, or (iii) create or permit to exist any lien,  security interest,
or other charge or encumbrance  upon any of the


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<PAGE>

Pledged  Shares,  except  for the  security  interest  created  by  this  Pledge
Agreement  until the New Note is paid for in full and the pledge  created hereby
is released.

      8. Upon the occurrence of an Event of Default,  the Company shall have all
of the rights and remedies of a creditor and secured party at law and in equity,
including  (without  limitation)  the rights  and  remedies  provided  under the
Uniform  Commercial  Code.  The Company's  rights and remedies under this Pledge
Agreement shall be cumulative and  nonexclusive of any other rights and remedies
which the Company may have by operation of law or otherwise. No delay or failure
on the part of the Company in exercising any right, privilege,  remedy or option
hereunder  shall  operate  as a waiver  of such or any other  right,  privilege,
remedy or option;  no waiver  whatsoever  shall be valid,  unless in writing and
signed by the Company, and then only to the extent therein set forth.

      Without limiting the foregoing, after an Event of Default, the Company may
take possession of the Pledged Shares to satisfy the Pledgor's obligations under
the New Note.  The Company shall have the right to deliver,  assign and transfer
such Pledged  Shares to itself.  Upon the  occurrence of the  foregoing,  to the
extent  the value of the  Pledged  Shares  exceeds  the  amount  of  obligations
outstanding  under the New Note (the amount of such excess value, the "Excess"),
then the Company  shall,  subject to the Option Plan,  redeliver to Pledgor that
number of Pledged Shares with a value equal to the Excess;  provided,  that such
number of Pledged  Shares  shall be  calculated  by the  Company in good  faith;
provided further,  that the Company shall in no case be required to deliver cash
or any other property to Pledgor equal to the value of any Excess.  The New Note
is nonrecourse to the Pledgor.  The Company agrees that the Pledgor shall not be
liable for any  deficiency  that  remains  after the Company has  exercised  its
rights under this Agreement.

      9. All rights and security interests of the Company and all obligations of
the Pledgor  under this Pledge  Agreement,  shall be absolute and  unconditional
irrespective of:

            (a)   any lack of  validity  or  enforceability  of the  obligations
                  secured  hereunder  or  under  the  New  Note,  or  any  other
                  agreement or instrument relating thereto;

            (b)   any change in the time, manner or place of payment,  or in any
                  other term of any of the  obligations  under the New Note,  or
                  any amendment or waiver of the New Note;

            (c)   any   exchange,   release  or   nonperfection   of  any  other
                  collateral,  or any  release  or  amendment  or  waiver of any
                  guaranty,  securing  payment of the obligations  under the New
                  Note; or

            (d)   any other  circumstances  which might  otherwise  constitute a
                  defense  available  to, or a  discharge  of,  the  Pledgor  in
                  respect of the obligations under the New Note.

      10. This Pledge Agreement shall be governed by and construed in accordance
with the laws of the State of New York  without  regard to any  conflict of laws
provisions.  Each of Pledgor and Company irrevocably consents and submits to the
non-exclusive jurisdiction of the


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<PAGE>

Courts of the State of New York and the  United  States  District  Court for the
Southern  District of New York and waives any objection  based on venue or forum
non conveniens with respect to any action instituted  therein arising under this
Pledge  Agreement or the transactions  related hereto,  in each case whether now
existing  or  hereafter  arising,  and  whether  in  contract,  tort,  equity or
otherwise,  and agrees that any dispute arising out of the relationship  between
Pledgor  and  Company or the  conduct of such  persons in  connection  with this
Pledge Agreement or otherwise shall be heard only in the courts described above.
Each of Pledgor and Company confirms that the foregoing waivers are informed and
freely made.

      11.  This Pledge  Agreement  shall inure to the benefit of, and be binding
upon, the Company and its successors and assigns and be binding upon the Pledgor
and the Pledgor's legal representative,  heirs, legatees, distributees,  assigns
and transferees by operation of law.

      12. This Pledge Agreement contains the entire pledge agreement between the
Company and the Pledgor.  No amendment or waiver of any provision of this Pledge
Agreement shall be effective unless the same shall be in writing,  signed by the
party to be charged.

      13. Each Party will  execute any  additional  agreements,  assignments  or
documents  or take any other  actions  reasonably  required  by the  Company  to
preserve and perfect the security  interest in the Pledged Shares granted to the
Company herein and otherwise to effectuate this Agreement.

      14. Any notices  relating to this  Pledge  Agreement,  the New Note or the
transactions  contemplated  herein  or  therein  shall be given in  writing  and
delivered in person or by courier or mailed (by certified mail, postage prepaid,
return  receipt  requested),  to the  addresses  set forth  below  each  party's
signature or to such other place as the parties may  designate  in writing.  All
such notices,  requests,  instructions,  documents and other communications will
(i) if  delivered  personally  to the address as provided in this Section 14, be
deemed given upon  delivery,  (ii) if delivered by mail in the manner  described
above to the address as provided be deemed given upon receipt.



                           [SIGNATURE PAGE TO FOLLOW]


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<PAGE>

                   [SIGNATURE PAGE OF STOCK PLEDGE AGREEMENT]

      IN WITNESS  WHEREOF,  the Company has caused this Agreement to be executed
on its behalf by its duly  authorized  officer,  and the Pledgor has  personally
executed this Agreement.

                                          TOYSRUS.COM, INC.


                                                  /s/ Raymond L. Arthur
                                          By:-----------------------------------
                                          Name:  Raymond L. Arthur
                                          Title: President--Toysrus.com
                                          Address: Parker Plaza
                                                   400 Kelby Street
                                                   Fort Lee, NJ 07024


                                          JOHN BARBOUR

                                                    /s/ John Barbour
                                          --------------------------------------
                                          Address: 5 Billington Court
                                                   Rye, New York 10580


                                          Sworn and subscribed before me
                                          this 20th day of July, 2001


                                                 /s/ Deyanira Delgado
                                          --------------------------------------
                                          Notary Public
                                          My Commission Expires: March 29, 2006


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