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                                                                EXHIBIT 10.21.1


                                                                 26 March, 1997

Mr. Dominic Mammola
Cyrk, Inc.
21 Pond Road
Gloucester, MA  01930-1886

Re:  Banking Facilities -- USD75,000,000

Dear Nick:

This letter supersedes our letter dated 12 March, 1997.

We are pleased to inform you that The Wells Fargo HSBC Trade Bank, N.A. (the
"Bank"), has committed to make banking facilities available to Cyrk, Inc.
("Borrower") substantially upon the terms and conditions outlined below:

1.0  Amount and Nature of Facility

1.1    Up to an aggregate amount of USD75,000,000 for the issuance of sight
       commercial Documentary Credits (individually a "DC" and collectively,
       "DC's"), for validity periods of up to 360 days (the "Import Facility").

       Within the limits of the Import Facility:

1.2    Up to an aggregate amount of USD20,000,000 shall be available for the
       issuance of commercial Documentary Credits by the Hongkong and Shanghai
       Banking Corporations Limited's Taiwan Offshore Banking Unit on direct
       instruction from Borrower.

1.3    Up to an aggregate amount of USD5,000,000 shall be available for the
       issuance of Documentary Credits, for validity periods of up to 360 days.
       Contrary to section 6.2, below, documentary credits applied for under the
       sublimit need not be accompanied by a confirmed purchase order.

1.4    Up to an aggregate amount of USD1,000,000 shall be available for the
       issuance of Standby Documentary Credits for validity periods of up to 364
       days (the "Standby Sublimit"),

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1.5    Up to an aggregate amount of USD1,500,000 shall be available for issuing
       a Standby Documentary Credit in favour of Midland Bank PLC to indemnify
       Midland Bank against their offering a USD1,500,000 facility to the
       Borrower's European office.

1.6    Up to an aggregate amount of USD200,000 shall be available for issuing
       Documentary Credits by the Borrower's wholly owned subsidiary, Marketing
       Incentives, Inc. for validity periods of up to 360 days.

1.7    Up to an aggregate amount of USD50,000,000 shall be available for Loans
       Against Imports for up to 90 days to finance drawings under Documentary
       Credits (the "Loans Against Import Facility").

       Within the limits of the Loans Against Import Facility:

1.8    Up to an aggregate amount of USD15,000,000 shall be available for
       Revolving Loans (the "Revolving Loan Subline").

2.0  Borrowing and Repayment

2.1    The Revolving Loan Subline discussed above shall be available to a
       maximum of eighty percent (80%) of Borrower's eligible accounts
       receivable as determined by Bank upon review of such documents as Bank
       may require, plus fifty percent (50%) of the value of the Borrower's
       eligible inventory.

       Eligible accounts receivable shall include those accounts resulting from
       the sale of private label or Cyrk branded merchandise which have been due
       for no more than 90 days. Additionally, if 25% of any account is past due
       more than 90 days, the entire receivable for that account will be taken
       out of the borrowing base. No account may represent more than 20% of
       aggregate outstanding receivables other than receivables to those
       companies that have been previously approved by Bank - Philip Morris, M &
       M Mars, Pepsi Co., and CitiCorp. Furthermore, the following accounts may
       represent up to 30% of aggregate outstanding receivables - Tommy
       Hilfiger, Inc., The Timberland Company, and Fila, Inc.

       Other criteria for eligibility shall be included in the loan documents
       evidencing this commitment.

       Eligible inventory shall include only private label and Cyrk branded
       merchandise as indicated by the Borrower's inventory valuation reports.

2.2    The facility will be available to 31 March, 1998.  Prior to the
       termination date, Borrower may borrow, repay and reborrow under the
       Facilities.

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3.0  Purpose

3.1    To finance the importation of various consumer products from Asia and to
       support Borrower's working capital requirements.

4.0  Interest and Fees

4.1    Loans Against Imports and Revolving Loans shall bear interest at
       Borrower's option at either: i) LIBOR  plus 175 basis points, per annum;
       or ii) the Bank's Prime Rate.  LIBOR contract periods may be for 30, 45,
       60 or 90 days.

       The "Prime Rate" is the rate of interest publicly announced by Wells
       Fargo Bank, in San Francisco, California from time to time as its "Prime
       Rate", and which serves as the basis upon which effective rates of
       interest are calculated for those loans making reference thereto. Each
       change in the rate of interest shall become effective on the date each
       Prime Rate change is announced within the Bank.

       Interest shall be computed on the basis of a 360-day year, actual days
       elapsed. Interest shall be payable at the times and place set forth in
       any promissory note and/or other contract or instrument executed by the
       Borrower to evidence any extension of credit by the Bank pursuant to the
       terms of this letter.

4.2    Fees relating to Documentary Credits shall be as follows:

       -      Issuance:  1/16% of the face amount of each DC (minimum USD100)
              which shall be due and payable upon issuance of the credit.

       -      Drawings Under DCs:  1/12% of the amount of each bill of exchange
              (minimum USD60).

       -      Guarantees in lieu of Bill of Lading/Air Waybill (if required):
              USD80 flat (if related to DCs issued).

       -      Non Utilization Fee: 3/8% per annum on the unused portion of the
              commitment facility described herein, assessed quarterly in
              arrears.

       -      Standby Documentary Credits: 3/4% per annum on the face amount of
              each Standby Documentary Credit.

       -      Standby Documentary Credit in Favour of Midland Bank PLC: 1 1/4%
              per annum on the face amount of the Standby Documentary Credit.

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       All other fees are subject to the Bank's standard tariff as may be
       amended from time-to-time, copy attached.

       DCs may be routed to Bank's overseas correspondent banks direct at the
       Borrower's option (ie. there shall be no requirement to restrict DCs to
       Bank's overseas offices).

4.3    Fees relating to Documentary Credits issued by the Bank's Taiwan Offshore
       Banking Unit paid by Borrower shall be obtained at the time that the
       facility is utilized.

5.0  Collateral

5.1    As security for the facility the Borrower shall grant to the Bank a first
       priority perfected security interest in all Borrower's personal property
       including, but not limited to, accounts receivable, inventory, equipment,
       fixture, instruments, documents, chattel paper, general intangibles and
       books and records thereto (collectively the "Collateral"); the Bank may,
       at its sole discretion, consent to the Borrower's granting a lien senior
       to that of the Bank on certain specific items of equipment securing the
       unpaid purchase price thereof.

6.0  Non-Exclusive List of Conditions Precedent

       Prior to Bank's extension to Borrower of any credit contemplated by this
       letter:

6.1    Borrower shall execute, or cause to be executed, and deliver to Bank any
       and all promissory notes, contracts, instruments and other documents,
       including without limitation a loan agreement, required by Bank to
       evidence Bank's extension of credit pursuant to the terms and conditions
       of this letter, all of which shall include such representations,
       warranties, conditions, covenants and events of default as Bank deems
       appropriate, which shall be in addition to the terms and conditions
       stated in this letter.

6.2    Each DC application opened under the Import Facility shall reference a
       specific purchase order. A copy of said purchase order must be submitted
       to Bank in conjunction with each DC application before Bank will issue
       any DC.

6.3    No misrepresentation or material omission shall have been made by
       Borrower to Bank with respect to Borrower's business operations or
       financial condition.


7.0  Non-Exclusive List of Terms and Conditions

       The loan agreement required by Bank shall include such covenants as Bank
       may require, which may include, without limitation, covenants restricting
       Borrower's ability to: borrow from others; create or permit liens on
       assets; change the nature of Borrower's business; sell a substantial part
       of Borrower's assets; make distributions to shareholders; and guaranty
       debts of others.

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       Without limiting the covenants which Bank may require in the loan
       agreement with Borrower, Bank has determined that such document will
       include Borrower's agreement to:

7.1    Provide annual audited financial statements within 120 days of Borrower's
       fiscal year end.

7.2    Provide quarterly unaudited financial statements within 45 days after the
       end of each quarter certified by an authorized officer of Borrower as
       being true and correct.

7.3    Deliver evidence of Casualty and Marine insurance coverage with respect
       to the goods under DCs provided by a financially sound and reputable
       insurer(s) having a Best's rating of at lease "A-" and naming the Bank as
       Loss Payee.

7.4    Provide monthly accounts receivable aging reports within 30 days after
       the end of each month certified by an authorized officer of Borrower as
       being true and correct.

7.5    Provide monthly inventory valuation reports within 30 days after the end
       of each month certified by an authorized officer of Borrower as being
       true and correct.

7.6    Give immediate notice in writing to Bank of any litigation in excess of
       USD2,500,000.

7.7    Maintain a ratio of Total Debt to Tangible Net Worth of no more than
       1.00:1 through the term of the commitment.

7.8    Maintain a minimum Tangible Net Worth of no less than USD100,000,000
       through the term of the commitment.

7.9    Maintain a Current Ratio of no less than 2.0:1 through the term of the
       commitment.

7.10   During any consecutive four fiscal quarters, net losses shall be no
       greater that USD10,000,000 in aggregate.

8.0  Events of Default

       The occurrence of one or more of the following shall constitute an Event
of Default:

8.1    Failure of Borrower to pay or perform any obligations to the Bank;

8.2    Breach by Borrower of any covenant contained herein or in any other Loan
       Document;

8.3    Filing of bankruptcy, or any other similar proceeding, by or against
       Borrower.

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8.4    Any adverse material change in Borrower's financial condition resulting
       in material impairment of the prospect of repayment of any loans or
       extensions of credit granted to Borrower by Bank.

9.0  Bank Rights Upon Event of Default

9.1     Bank's commitment to Borrower shall terminate without notice or demand.

9.2     Bank shall have all rights and remedies of a secured party under the
        Loan Documents.

10.0 Additional Terms and Provisions

10.1   Borrower shall be liable for and shall pay to the Bank immediately upon
       demand, all costs and expenses, including attorney's fees, expended or
       incurred by the Bank in connection with the preparation of the loan
       agreement and any other loan documents.

10.2   Bank will arrange an independent receivable and inventory audit to be
       completed twice annually.  The costs of such audit shall be paid for by
       Borrower.

11.0 Governing Law

11.1   The laws of the State of California, without regard to principles of
       conflict of laws, with nonexclusive courts of jurisdiction, will govern
       this agreement.

12.0 Survival

12.1   If closing occurs in accordance with the Offer Letter, it is understood
       that this Offer Letter shall survive closing of the Facility.

This offer is open for acceptance until the Expiry Date. Please indicate both
the Borrower's understanding and acceptance of these terms and conditions by
signing this letter to reach us on or before the Expiry Date.

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Your acknowledgment of this letter shall constitute acceptance of the foregoing
terms and conditions. Unless accepted or terminated, this commitment shall
expire on 30 April, 1997. If the loan documentation required by Bank, in its
sole discretion as necessary to carry out the effects and purposes hereof, is
not completed and credit has not been extended by Bank to Borrower hereunder for
any reason by 15 May, 1997, then this commitment shall expire on said date.

Sincerely,


/s/Duncan A. Sennott

Duncan A. Sennott
Vice President
(415) 396-3488

AGREED AND ACCEPTED:

By:__________________________________

Its:_________________________________

Date:________________________________

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