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DATED    15 March 2000
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                    COAL PENSION PROPERTIES LIMITED                        (1)

                                - and -

                            eTOYS UK LIMITED                               (2)




                                 LEASE

                                 - of -

                  UNIT A3 SOUTH MARSTON PARK SWINDON





                                Lovells
                         85 Holborn Viaduct
                           London EC1A 2DY

                              P1/AMC/MFS

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                                LEASE
                                                            [STAMP]

THIS LEASE is made 15 March

BETWEEN:

(1)   COAL PENSION PROPERTIES LIMITED whose registered office is 33 Cavendish
      London W1A 2NF (Company Registration Number 465783) (the "Landlord"
      expression shall where the context so admits include its successors in
      title); and

(2)   ETOYS UK LIMITED (Registered Number 03726048) whose registered office
      is at 50 Victoria Embankment Blackfriars London 5DX (the "Tenant").

THIS DEED WITNESSES:

1.    TERMS AND RENT

      In consideration of the rent and covenants hereinafter reserved and
      contained the Landlord HEREBY GRANTS AND DEMISES unto the Tenant ALL
      THAT piece or parcel of land situate at Unit A3 South Marston Park
      Swindon all which sold land is more particularly delineated on the plan
      annexed hereto and thereon edged with red (the "Plan") together with
      the buildings erected thereon or on part thereof (the "demised
      premises") TO HOLD the demised premises unto the Tenant from and
      including the date hereof for a term expiring on 5 September 2000
      TOGETHER with the easements and rights specified in Schedule I Part A
      subject as therein mentioned EXCEPT AND RESERVED unto the Landlord and
      all those authorised by it the rights and easements specified in
      Schedule I Part B SUBJECT to the covenants and other matters contained
      or referred to in the documents specified in Schedule II YIELDING AND
      PAYING therefor unto the Landlord monthly during the said term FIRST
      the rent of L10.150 payable in advance by equal monthly instalments on
      the 15th of each month the first payment being due on 29 March 2000 for
      the period from 29 March 2000 to and inclusive of 14 April 2000
      SECONDLY such sum as the Landlord may from time to time expend pursuant
      to its obligation to insure the demised premises in accordance with the
      provisions of clause 3.2. Such rent being payable following expenditure
      and within 10 working days of demand therefor by the Landlord THIRDLY
      to pay on demand a fair proportion of the service charge charged to the
      Landlord by the estate owner as defined by a Conveyance dated 31 March
      1987 between (1) Vickers Properties Limited and (2) The Post Office
      such proportion to be determined by the Landlord's surveyor (acting
      properly and to be based upon a comparison of the total gross internal
      areas that the demised premises bear to the total gross internal area
      of all other lettable parts of the Landlord's estate (edged blue on the
      Plan) whether or not let)

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2.    TENANT'S COVENANTS

      The Tenant HEREBY COVENANTS with the Landlord as follows:

2.1   TO PAY RENT

      To pay the reserved rent in accordance with clause 1, whether or not
      formally demanded.

2.2   TO PAY OUTGOINGS

      To pay and discharge all existing and future rates, taxes and
      outgoings now or at any time during the said term payable in respect of
      the demised premises or any part thereof or by the owner or occupier.

2.3   VALUE ADDED TAX

      (a)   In addition to all rents, insurance costs, fees, disbursements,
            expenses and other sums payable by the Tenant in accordance with
            the terms of this lease from time to time hereunder to pay also
            on demand any value added tax which may properly from time to
            time be applicable thereto (and the Landlord shall provide a VAT
            receipt after such payment and within 28 days of payment).

      (b)   To indemnify and keep indemnified the Landlord against any value
            added tax paid or properly payable by the Landlord in respect of
            any costs, fees, disbursements, expenses or other sums which the
            Landlord is entitled to recover under the terms of this Lease.

2.4   TO COMPLY WITH STATUTE

      (a)   To comply in all respects with the provisions of every statute
            now in force or which may hereafter be in force and any other
            obligations imposed by law relating to the demised premises or
            the user thereof and to execute all works and provide and maintain
            all arrangements upon or in respect of the demised premises or the
            user thereof which are directed or required (whether by the
            Landlord, tenant or occupier) by any statute now in force or which
            may hereafter be in force or by any competent authority and to
            indemnify and keep indemnified the Landlord against all costs,
            charges, fees and expenses of or incidental thereto.

      (b)   Not to do or omit to be done in or near the demised premises any
            act or thing by reason of which the Landlord may incur or have
            imposed on it or become liable to pay any penalty, damages,
            compensation, costs, charges or expenses.

2.5   PLANNING ACTS

      Not to make any application for planning permission in respect of the
      demised premises.


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2.6   TO REPAIR

      From time to time and at all times during the said term well and
      substantially to repair, cleanse and decorate and to keep and maintain
      in such state of repair, cleanliness and decoration the demised premises
      and every part thereof and all additions and improvements thereto as
      evidenced by the schedule of condition annexed.

2.7   TO YIELD UP

      At the expiration or sooner determination of the said term quietly to
      yield up unto the Landlord the demised premises in such repair,
      cleanliness and decoration as is hereby provided together with all
      fixtures and additions thereto and to remove all the Tenant's fixtures
      and fittings from the demised premises.

2.8   TO PERMIT LANDLORD TO VIEW

      To permit the Landlord and all persons authorised by the Landlord at
      all reasonable times and upon at least 24 hours prior notice (save in
      emergency) to enter upon the demised premises to view the condition
      thereof and to give the Tenant notice in writing of any defects, decays
      or wants of reparation to the demised premises or other works or acts
      for which the Tenant shall be liable hereunder and which the Tenant
      shall remedy within 28 days of the date of receipt by the Tenant of
      such notice in writing.

2.9   USE

      Not to use the demised premises or any part thereof other than for the
      purpose of warehousing and packaging toys within Class 88 of the Town
      and Country (Use Classes) Order 1987.

2.10  ALTERATIONS

      (a)   Not to alter, cut, maim, injure or disturb in any way the
            interior or exterior structure of the demised premises or any part
            thereof.

      (b)   Not to carry out non-structural alterations without the prior
            written consent of the Landlord (such consent not to be
            unreasonably withheld or delayed) and subject to the Tenant
            providing the Landlord with copies of all relevant drawings and
            specifications provided always that the Tenant shall be permitted
            to erect demountable partitioning without the need to obtain
            consent and shall remove the same at the expiry of the term and
            make good all damage caused to the Landlord's reasonable
            satisfaction.


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2.11  ALIENATION

      Not to assign, underlet, part with possession or share occupation of or
      charge by way of mortgage the whole or any part of the demised premises.


2.12  NOT TO INVALIDATE OR INCREASE COST OF INSURANCE

      (a)   Not to do or permit or suffer any act or thing which may make
            void or voidable any policy of insurance on the demised premises.

      (b)   Not to do or omit to do or permit or suffer to be done or omitted
            anything which may render any increased or extra premium payable
            for the insurance of the demised premises or any adjoining demised
            premises and to pay all sums paid by way of increased premiums and
            all expense properly incurred by the Landlord in connection with
            any renewal of any policy rendered necessary by a breach of this
            clause 2.13.

2.13  TO INDEMNIFY LANDLORD

      To indemnify and keep the Landlord indemnified from and against all
      actions, proceedings, costs, claims and demands by third parties in
      respect of any damage or liability caused by or arising from the state
      or condition of the demised premises or their use or occupation by the
      Tenant or the Tenant's servants agents or invitees.

2.14  MATTERS TO WHICH THE DEMISE IS SUBJECT

      To observe and perform the covenants and matters contained or referred
      to in the documents specified in Schedule II and not do or permit to be
      done anything which would be a breach of the tenant's covenants
      contained in a Lease dated 10 February 2000 between (1) The Post Office
      and (2) the Landlord (the "Headlease") and to indemnify the Landlord
      against all proceedings, costs, claims and expenses whatsoever arising
      from any breach or non-performance or non-observance thereof.

2.15  INTEREST

      If any sum payable to the Landlord under the terms hereof shall not be
      paid on or before the due date to pay interest thereon at the rate of
      three per centum per annum above the base rate for the time being of
      Lloyds TSB Bank PLC (or if the same shall cease to be published any
      comparable rate replacing the same) from and including the due date
      until and including the date of actual payment of the whole sum payable.

2.16  TO PAY LANDLORD'S COSTS

      To pay the Landlord's costs (properly incurred) incidental to the
      preparation and completion of the granting of any consent under this
      Lease.


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3.    LANDLORD'S COVENANTS

      The Landlord HEREBY COVENANTS with the Tenant;

3.1   QUIET ENJOYMENT

      That the Tenant performing and observing the several covenants on its
      part and the conditions herein contained shall peaceably hold and enjoy
      the demised premises during the said term without any interruption by
      the Landlord or any person rightfully claiming under or in trust for the
      Landlord.

3.2   TO INSURE

      To effect and maintain at all times throughout the term in a well
      established insurance office an insurance of the demised premises
      against loss or damage by fire, explosion, storm or tempest (including
      lightning), flood, burst pipes, impact and (in peacetime) aircraft and
      any articles dropped therefrom, civil commotion, malicious damage and
      such other risks against which the Landlord may from time to time
      reasonably deem it necessary to insure in the full reinstatement value
      thereof subject to such exclusions, excesses and limitations as may be
      imposed by the insurers.

3.3   HEADLEASE

      To comply with the covenants on the part of the lessee in the Headlease.


4.    PROVISOS

      PROVISO FOR FORFEITURE

      Without prejudice to any other provisions contained in this Lease:

4.1   if the reserved rents are unpaid for 21 days after becoming payable
      (whether formally demanded or not); or

4.2   if the Tenant is in breach of any of the Tenant's obligations in this
      Lease; or

4.3   if the Tenant or any guarantor of the Tenant's obligations:

      (a)   (being a company or if in partnership) enters into voluntary
            liquidation (other than for the purpose of reconstruction or
            amalgamation not involving a realisation of assets) or has a
            winding up order made against it by the Court or has a receiver
            appointed over all or any part of its assets or an administration
            order is made pursuant to the Insolvency Act 1986 or the Insolvent
            Partnerships Order 1984; or


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      (b)  (being one or more individuals whether or not in partnership
           together) any one of them petitions the court for his own
           bankruptcy or has a bankruptcy order made against him; or

      (c)  becomes insolvent or enters into any composition with its or his
           creditors or enters into a voluntary arrangement (within the
           meaning of as 1 or 253 Insolvency Act 1986 or the Insolvent
           Partnerships Order 1994;

      then the Landlord may at any time re-enter the demised premises and
      immediately this Lease shall terminate absolutely but without prejudice
      to any rights of the Landlord in respect of any breach of any of the
      obligations on the Tenant's part in this Lease.

5.    NOTICES

      Any notice to be served hereunder shall be validly served and
      conclusively deemed to have been delivered if served in accordance with
      a 196 Law of Property Act 1925.

6.    VALUE ADDED TAX

      All sums payable by the Tenant hereunder which are from time to time
      subject to value added tax shall be considered to be tax exclusive sums
      and value added tax at the appropriate rate shall if properly payable
      be payable by the Tenant in addition thereto.

7.    OPTIONS TO DETERMINE

7.1   If any destruction or damage shall render the demised premises wholly
      or substantially unfit for use or occupation then either party may
      immediately determine this Lease by giving notice in writing to the
      other and immediately upon receipt of such notice this present demise
      and everything herein contained shall cease.

7.2   Any determination of this Lease under this clause shall be without
      prejudice to the rights and remedies of either party against the other
      in respect of any antecedent claim or breach of covenant.

8.    OPERATION OF THIS DEED

8.1   This document shall be treated as having been executed and delivered as
      a deed only upon being dated.

8.2   No person other than the contracting parties may enforce any provision
      of this deed by virtue of the Contracts (Rights of Third Parties) Act
      1999.

9.    NO PRECEDING AGREEMENT FOR LEASE

      It is hereby certified that there is no Agreement for Lease to which
      this Lease gives effect.

IN WITNESS WHEREOF this deed has been duly executed and delivered the day and
year first before written.


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                                    SCHEDULE I

                                     PART A

                          EASEMENTS AND RIGHTS GRANTED

The following rights are granted by the Landlord to the Tenant:

1.   a right of way at all times for vehicular and pedestrian purposes over
     and along the road shown coloured blue on the Plan subject to any
     reasonable regulations imposed by the Landlord (including but without
     prejudice to the generality of the foregoing the introduction of one way
     systems which have first been agreed where necessary with the local
     highway authority);

2.   the right to pass and repass to and from the demised premises at all
     times with or without vehicles through the common parts of the
     Landlord's Estate;

3.   the right to connect into use repair and replace the service media
     forming part of the Landlord's Estate at the date of this deed which
     serve, but do not exclusively form part of the demised premises with all
     due diligence and speed and without causing a nuisance or disturbance to
     other tenants or occupiers in positions approved by the Landlord the
     Tenant forthwith making good any damage so caused to the Landlord's
     reasonable satisfaction;

4.   the right to load and unload commercial vehicles only and to park up to
     four private motor cars within the area shown coloured brown on the Plan;

5.   the right of support and protection from the adjoining building to the
     extent existing at the date of this deed;

6.   the right to receive a supply of electricity through and by means of the
     mains supply in the Landlord's Estate and the right to install and
     maintain a check meter for such purpose.


                                     PART B

                       GENERAL EXCEPTIONS AND RESERVATIONS

The following rights are reserved from this Lease to the Landlord:

1.   the right to build, or carry out works, on any adjoining or nearby
     property, but not in such a way as materially lessens the access or
     light or air to the demised premises or causes damage to the demised
     premises;

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2.    the right to build into any of the boundary walls, foundations or roots
      of the demised premises:

3.    the right of support and protection from the Demised premises for any
      buildings standing on adjoining property at the date of this deed or
      constructed there during the perpetuity period:

4.    the right to:

      (a)   inspect, connect into, repair, replace and use any service media
            on under or over the demised premises but which do not form part
            of the demised premises;

      (b)   construct service media within the perpetuity period on, over or
            under unbuilt upon parts of the demised premises;

5.    the right to enter the demised premises:

      (a)   to exercise any other right reserved and regranted to the
            Landlord by this Lease;

      (b)   to view the state and condition of the demised premises, to
            measure and undertake surveys of the demised premises and to
            prepare schedules of condition or of dilapidations at the demised
            premises;

      (c)   to determine whether the Tenant is complying with its obligations
            in this Lease;

      (d)   in connection with any requirements of the Insurers of the
            demised premises;

      the Landlord exercising such right causing as little inconvenience to
      the Tenant as reasonably practicable and making good any damage caused
      to the demised premises as soon as reasonably practicable to the
      Tenant's reasonable satisfaction.

6.    the rights reserved by this Lease are reserved to the Landlord and any
      mortgages, and may be exercised by anyone authorised by the Landlord.


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                                 SCHEDULE II

           DOCUMENTS CONTAINING MATTERS TO WHICH THE DEMISE IS SUBJECT

    Conveyance dated 31 March 1987 between (1) Vickers Properties Limited and
    (2) The Post Office.

    All entries in the register of Title Number WT184048 so far as they affect
    the demised premises.





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EXECUTED as a deed by the affixing      )
of the Common Seal of Coal Pension      )
Properties Limited in the presence of;  )

                                                           [SEAL]
/s/ [ILLEGIBLE]

Director


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Authorised Sealing Officer