<PAGE>

                                                                   EXHIBIT 10.29


THIS LEASE IS A NEW TENANCY FOR THE PURPOSES OF THE LANDLORD AND TENANT
(COVENANTS) ACT 1995


              DATED     9 March 2000
              --------------------------------------------------



                              LAND SECURITIES PLC

                                     -and-

                               eTOYS UK LIMITED



              --------------------------------------------------

                                     LEASE

                                  relating to
                               Premises known as
              First to Fifth Floors, St Albans House, Haymarket,
                                  London SW1

              --------------------------------------------------




                               Nabarro Nathanson
                                  Lacon House
                               Theobald's Road
                                London WC1X8RW

                              Tel: 0171 524 6000

<PAGE>

                                   CONTENTS

<TABLE>
<CAPTION>

CLAUSE    SUBJECT MATTER                                                    PAGE
<S>       <C>                                                               <C>
1.        DEFINITIONS..........................................................1

2.        INTERPRETATION.......................................................3

3.        DEMISE, TERM AND RENT................................................4

4.        TENANT'S COVENANTS...................................................4
          To pay rents.........................................................4
          To pay outgoings.....................................................5
          Service Charge.......................................................5
          Comply with Acts.....................................................5
          Repair...............................................................5
          Window Cleaning......................................................6
          Decoration...........................................................6
          To permit the Landlord to repair in default..........................6
          Alterations..........................................................6
          Signs and advertisements.............................................7
          Overloading..........................................................7
          User.................................................................7
          Restrictions on User.................................................7
          Alienation...........................................................7
          Registration.........................................................9
          To permit viewing....................................................9
          To inform the Landlord of notices...................................10
          Reimburse fees incurred by Landlord.................................10
          The Planning Acts...................................................10
          Encroachment and easements..........................................10
          Indemnity...........................................................10
          To pay charges......................................................11
          Interest on overdue payments........................................11
          VAT.................................................................11
          Management: Common Parts............................................11
          Superior Interests..................................................11

5.        LANDLORD'S COVENANTS................................................12
          Quiet enjoyment.....................................................12
          To insure...........................................................12
          To provide services.................................................12


                                       i

<PAGE>

          Signage.............................................................12
          Headlease...........................................................12

6.        AGREEMENTS..........................................................12
          Re-entry............................................................12
          Ceaser of rent......................................................13
          No easements........................................................13
          Service of notices..................................................14
          Superior Landlord's and Mortgagee's Consent.........................14
          Tenant's option to determine........................................14
          Contracts (Rights of Third Parties) Act 1999........................14
          Car Parking Spaces..................................................14

THE FIRST SCHEDULE    PART I - Description of Demised Premises................15
          PART II - Easements and Rights Granted..............................16
          PART III - Easements and Rights Reserved............................16

THE SECOND SCHEDULE   Rent Review.............................................18

THE THIRD SCHEDULE    Services and Service Charges............................20
          PART I - Administrative Provisions..................................20
          PART II - Landlords Obligations.....................................20
          PART III - Services.................................................21

</TABLE>


                                       ii

<PAGE>


                                  PARTICULARS

LANDLORD:                              Land Securities Plc

Registered Office:                     5 Strand, London WC2N 5AF

Company Number:                        551402

TENANT:                                eToys UK Limited

Registered Office:                     50 Victoria Embankment Blackfriars London
                                       EC4Y ODY

Company Number:                        03726048

DEMISED PREMISES:                      First, Second, Third, Fourth and Fifth
                                       Floors, St Albans House together with
                                       the use of five car parking spaces at
                                       lower ground floor

BUILDING:                              St Albans House, Haymarket, London SW1

TERM COMMENCEMENT DATE:                25 December 1999

LENGTH OF TERM:                        Fifteen years

Tenant's Break clause:                 25 December 2009

Expiration Date:                       24 December 2014

INITIAL RENT:                          One million five hundred and ninety nine
                                       thousand three hundred and seventy five
                                       pounds (L1,599,375) (exclusive of VAT)

RENT COMMENCEMENT DATE:                9 March 2000

RENT REVIEW DATES:                     25 December 2004 and 25 December 2009


This Lease is made pursuant to an agreement dated 1 March 2000 between the
same parties as to this Lease


<PAGE>

THIS LEASE made the 9th day of March Two thousand


PARTIES

(1)  The Landlord named in the Particulars (the "LANDLORD").

(2)  The Tenant named in the Particulars (the "TENANT").


WITNESS AS FOLLOWS:


1.  DEFINITIONS

    In this Lease, unless the context requires otherwise:

    "ACT"

             means any Act of Parliament (including any consolidation,
             amendment or reenactment of it) and any subordinate legislation,
             regulation, or bye-law made under it;

    "THE BUILDING"

             means the Building and its curtilage (and each and every part of
             it) known as St Albans House, Haymarket, London SW1 as
             registered at HM Land Registry under Title Number NGL 604865, with
             all Landlord's plant and machinery in it;

   "THE COMMON PARTS"

             means the structure, exterior, roof and foundations of the
             Building and all lavatories, fire escapes, pavements (if any),
             entrances, lobbies, passages, lifts, staircases, plant, equipment
             and other features and facilities (both functional and decorative)
             not demised exclusively to any tenant and either available for use
             by the Tenant in common with others and/or used by the Landlord in
             connection with the Services;

   "CONDUCTING MEDIA"

             means gutters, pipes, wires, cables, sewers, ducts, drains, mains,
             channels, conduits, flues and any other medium for the transmission
             of Supplies;

   "THE DEMISED PREMISES"

             means the premises (and each and every part of them) described
             in part I of the First Schedule;



<PAGE>

"THE INSURED RISKS"

         means such of the risks of fire (including lightning), explosion,
         storm, tempest, earthquake, flood, bursting or overflowing of water
         tanks apparatus or pipes, impact and (in peacetime) aircraft and any
         articles dropped from aircraft, riot, civil commotion, and malicious
         damage for which cover at the time the insurance is effected is
         generally available on normal commercial terms, and such other risks
         against which the Landlord from time to time reasonably insures;

"THIS LEASE"

         means this deed (whether it be a Lease or an Underlease) and any
         license deed or other document supplemental to it;

"THE PLANS"

         means the plans annexed to this Lease;

"QUARTER DAYS"

         means 25 March 24 June 29 September and 25 December in every year
         and Quarter Day means any of them;

"THE SERVICES"

         means the works, services, facilities and charges listed in part III
         of the Third Schedule;

"THE SERVICE CHARGE"

         means a sum representing a fair and proper proportion of the costs
         (including provision towards the estimated cost of the future
         renewal or replacement at the appropriate time of the Landlord's
         plant and machinery and of the periodical cleaning and future
         repair, renewal and redecoration of the Building) incurred by the
         Landlord in providing the Services;

"SUPPLIES"

         means water, steam, gas, air, soil, electricity, telephone, heating,
         telecommunications, data communications and other like supplies;

"THE TERM"

         means the term of years granted by this Lease (including where
         applicable any extension of such term under any Act or otherwise);

"THE TERMINATION DATE"

         means the expiration date of the Term (however arising);

"VAT"

         means Value Added Tax or any similar tax from time to time replacing
         it or performing a similar fiscal function;


                                       2

<PAGE>

                                 [FLOOR PLAN]

<PAGE>

                                 [FLOOR PLAN]

<PAGE>

                                 [FLOOR PLAN]

<PAGE>

                                 [FLOOR PLAN]

<PAGE>

                                 [FLOOR PLAN]

<PAGE>

        "VAT SUPPLY"
                has the meaning which "SUPPLY" has for the purpose of the
                Value Added Tax Act 1994.


2.   INTERPRETATION

     In this Lease:

2.1     The clause headings shall not affect its construction.

2.2     Words respectively denoting the singular include the plural and vice
        versa and one gender include each and all genders.

2.3     Obligations owed by or to more than one person are owed by or to them
        jointly and severally

2.4     "THE LANDLORD" includes the person entitled to the reversion
        expectant on this Lease; and "THE TENANT" includes the successors in
        title and persons deriving title under the original Tenant, and "THE
        LANDLORD'S SURVEYOR" may be an employee of the Landlord or of an
        associated company of the Landlord.

2.5     An obligation not to do or omit to do something includes an
        obligation not to suffer or permit the doing or omission (as
        appropriate) of that thing.

2.6     A reference to an act or omission of the Tenant includes reference to
        an act or omission of any person having the Tenant's express or
        implied authority.

2.7     Any sums payable by reference to a year or any other period shall be
        payable proportionately for any fraction of a year or other period
        (as appropriate). Apportionments of rents will be computed using the
        method set out at paragraphs K2.6.4-K2.6.6 of the Law Society's
        Conveyancing Handbook 1999. If apportionment on that basis is
        impossible, the method set out in paragraph K.2.6.8 of the above
        Handbook will be used.

2.8     All sums payable under this Lease must be paid at the discretion of
        the Tenant by direct debit or in sterling through (or by cheque drawn
        on) a clearing bank in the United Kingdom.

2.9     Reference to a fair proportion of a sum is reference to such fair and
        reasonable proportion of that sum as determined by the Landlord's
        surveyor acting reasonably and properly (whose decision except in
        case of manifest error will be binding on the parties).

2.10    Rights of entry reserved to the Landlord (whether under clause 4 or
        under part III of the First Schedule) may also be exercised by those
        authorised by the Landlord (and with plant and equipment where
        appropriate) but entry shall (save in emergency or in case of default
        by the Tenant) only be exercised pursuant to 48 hours' prior notice;
        and as little inconvenience and disturbance as reasonably practicable
        shall be caused; and all damage caused to the Demised Premises shall
        as soon as possible be made good.


                                       3
<PAGE>

3.   DEMISE, TERM AND RENT

3.1     The Landlord demises to the Tenant the Demised Premises TOGETHER with
        the rights specified in part II of the First Schedule EXCEPT AND
        RESERVING to the Landlord the Superior Landlord and those authorised
        by it the rights specified in part III of the First Schedule TO HOLD
        for a term of FIFTEEN YEARS (subject to determination as hereinafter
        provided) commencing on the 25 day of December One thousand nine
        hundred and ninety nine and expiring on the 24 day of December Two
        thousand and fourteen.

3.2     The Tenant shall pay the following sums, which are reserved as rent:

3.2.1   FIRSTLY, during the first five years of the Term, yearly, the rent of
        One million five hundred and ninety nine thousand three hundred and
        seventy five pounds (L1,599,375) and during the remainder of the Term
        the rent determined in accordance with the provisions of the Second
        Schedule.  Such rent shall be payable by equal quarterly payments in
        advance on the Quarter Days in every year without any deduction or
        set off.  The first payment shall be for the period commencing on
        (and to be paid on) the 9th day of March Two thousand and ending on
        the day prior to the Quarter Day next following that date PROVIDED
        THAT during the period of eighteen months from the 9th day of March
        2000 and expiring on the 8th day of September 2001 the yearly rent
        shall be abated each quarter by the sum of One hundred and thirty
        three thousand two hundred and eighty one pounds (L133,281) and the
        quarterly payments in advance shall be adjusted accordingly during
        such period such that the quarterly rent for such period shall be
        payable at the rate of Two hundred and sixty six thousand five
        hundred and sixty two pounds (L266,562)(exclusive of VAT);

3.2.2   SECONDLY a fair proportion of the sums paid by the Landlord in
        insuring the Building under clause 5.2.1 and the whole of the sums
        paid for insuring three years' rents firstly and thirdly reserved by
        this Lease.  Such rent shall be payable within 7 days of demand;

3.2.3   THIRDLY the sums due under clause 4.3, payable as specified in part
        I of the Third Schedule;

3.2.4   FOURTHLY, any sums due under clause 4.23;

3.2.5   FIFTHLY, the sums due under clause 4.24 (so far as they relate to the
        rents above reserved).


4.   TENANT'S COVENANTS

     THE Tenant COVENANTS with the Landlord at all times during the Term:

4.1     TO PAY RENTS

        To pay the rents reserved by this Lease immediately they become due
        without deduction or set off.


                                      4

<PAGE>

4.2      TO PAY OUTGOINGS

         To pay all rates, taxes, duties, charges, assessments, impositions and
         outgoings ("levies") whatsoever whether parliamentary, local or
         otherwise charged upon the Demised Premises or upon their owner or
         occupier and a fair proportion of any levies on the Landlord in
         respect of the Building (except income tax on the rents reserved
         properly payable by the Landlord and any levy occasioned by any
         dealing with the reversion immediately expectant on this Lease).

4.3      SERVICE CHARGE

         To pay the Service Charge, in accordance with part I of the Third
         Schedule provided always that in no circumstances shall the Tenant
         pay any Service Charge in relation to any lettable parts of the
         Building which are at any time underlet.

4.4      COMPLY WITH ACTS

         To comply with all notices served by any public, local or statutory
         authority and with the requirements of any present or future Acts,
         regulation or directive (whether imposed on the owner or occupier)
         which affects the Demised Premises or their use Provided always that
         any such matter served or imposed on the owner as relates to the
         Demised Premises or their use shall be notified forthwith to the
         Tenant.

4.5      REPAIR

4.5.1      To keep the Demised Premises including without limitation all
           Landlord's plant and machinery in it in good and substantial repair
           and good working order and to keep any car parking spaces used by
           the Tenant clean tidy and free of obstruction or rubbish.

4.5.2      To replace by new articles of similar kind and quality any
           fixtures, fittings, plant, or equipment (other than Tenant or Trade
           fixtures and fittings) upon the Demised Premises which are in need
           of replacement.

4.5.3      Damage by any of the Insured Risks is excepted from the Tenant's
           obligation under sub-clauses 4.5.1 and 4.5.2 save to the extent
           that payment of the whole or part of the insurance moneys is
           refused in consequence of some act or default of or suffered by the
           Tenant.

4.5.4      At the Termination Date to yield up the Demised Premises (having
           removed all Tenant's and Trade fixtures and any partitions
           installed by the Tenant, reinstated any partitions or other fixtures
           shown on the Plan but removed by the Tenant during the Term, as the
           Landlord shall reasonably direct, and made good all damage caused in
           such removal and reinstatement to the Landlord's reasonable
           satisfaction) in the state of repair and working order above
           referred to.

4.5.5      Promptly to notify the Landlord as soon as the Tenant becomes
           aware of any defect in the Demised Premises or defect or want of
           repair in the Building capable of giving rise to a duty under any
           Act or under this Lease on the Landlord.


                                       5

<PAGE>

4.6      WINDOW CLEANING

         To clean all windows and their frames, both inside and outside, of
         the Demised Premises as often as reasonably necessary.

4.7      DECORATION

         During the year Two thousand and eight, and in the year immediately
         before the Termination Date appropriately to decorate the Demised
         Premises in a proper and workmanlike manner, to the reasonable
         satisfaction of the Landlord, and in the case of works carried out in
         the year immediately before the Termination Date, to the approval of
         the Landlord as to colour and appearance (such approval not to be
         unreasonably withheld or delayed).

4.8      TO PERMIT THE LANDLORD TO REPAIR IN DEFAULT

         To permit the Landlord (and in accordance with the provisions of
         clause 2.10) to enter and view the condition of the Demised Premises.
         If the Landlord serves on the Tenant or leaves on the Demised
         Premises notice in writing requiring that any repairs or other works
         or matters for which the Tenant is liable under the terms of this
         Lease be undertaken, and the Tenant does not within two months
         following such notice (or sooner if requisite) commence to comply
         with its requirements and thereafter diligently proceed with the same
         to the reasonable satisfaction of the Landlord and/or the Landlord's
         Surveyor the Landlord may enter the Demised Premises and do
         everything necessary to comply with such notice.  All costs properly
         incurred by the Landlord in so doing shall be repaid by the Tenant as
         a debt within seven days of demand.  Any such entry is without
         prejudice to the Landlord's rights under CLAUSE 6.1.

4.9      ALTERATIONS

4.9.1      Not to make any structural or external alteration or addition in
           or to the Demised Premises or cut into any structural part of the
           Building.

4.9.2      Not otherwise to alter the Demised Premises or to carry out
           alterations or additions to the Supplies without the prior written
           approval of and in accordance with drawings and specifications
           approved by the Landlord (such approvals not to be unreasonably
           withheld or delayed).  No approvals shall be required for (but
           written notice shall be given to the Landlord of) the installation
           and removal of demountable partitioning provided that they do not
           interfere with the provision of the Services.

4.9.3      If a breach of sub-clause 4.9.1 or 4.9.2 occurs the Landlord may
           (without obligation) at the Tenant's expense remove or fill up (as
           the case may be) any unauthorised buildings, structures,
           alterations or additions.

4.9.4      The terms of any approval may require the Tenant to covenant in
           such form as the Landlord shall reasonably require in regard to the
           execution of any works to the Demised Premises and as the Landlord
           may absolutely require their reinstatement at the Termination Date.


                                       6

<PAGE>

4.10     SIGNS AND ADVERTISEMENTS

         Not to display on or from the Demised Premises so as to be visible
         from the outside any sign, advertisement, lettering or notice of any
         kind except as previously approved by the Landlord subject always to
         the provisions of paragraphs 5 and 6 of Part II of the First Schedule.

4.11     OVERLOADING

         Not to exceed the designed floor loading of the Building.

4.12     USER

         Not to use the Demised Premises otherwise than as high class offices.

4.13     RESTRICTIONS ON USER

         Not to:

4.13.1     use the address of the Demised Premises (whether for advertising
           purposes or otherwise) in a manner which the Landlord acting
           reasonably considers detrimental to the reputation of the Building;

4.13.2     install any window box or receptacle for flowers outside the
           Demised Premises;

4.13.3     cook or heat food on the Demised Premises other than by microwaving
           pre-cooked food;

4.13.4     do anything which may invalidate any insurance or render any
           additional premium payable for the insurance of the Demised Premises
           or the Building against any Insured Risk;

4.13.5     use the Demised Premises as a dwelling place or for sleeping, as a
           betting office or in connection with gaming, for the sale of
           intoxicants for consumption on or off the premises, for public
           entertainment, or for any sale by auction (which for the avoidance
           of doubt does not prohibit the use of the Demised Premises for the
           purposes of the Tenant's business as an e-commerce company); or

4.13.6     use the Demised Premises for any illegal or immoral purpose or cause
           in the opinion of the Landlord any nuisance, damage or disturbance
           to the Landlord or the occupiers of the Building.

4.14     ALIENATION

4.14.1     In this sub-clause:

      "PERMITTED PART"

                    shall mean the whole or a part of any floor of the Demised
                    Premises (excluding the landings lifts toilets and services
                    ducts) together with (in common with other occupiers) the
                    right to use the entrances staircases lifts and landings
                    for access thereto and egress therefrom and the right to
                    use appropriate toilet


                                       7
<PAGE>

                    accommodation so that a Permitted Part comprises a viable
                    independent suite of offices.

      "PERMISSIBLE UNDERLEASE"

                    means an underlease created by Deed, not created on payment
                    of a fine or premium, and containing the Stipulated
                    Covenants; and a reservation of and an underlessee's
                    covenant to pay a rent not less than the open market rent
                    (obtainable without taking a fine or premium) for the
                    Demised Premises or any Permitted Part; and provisions for
                    rent review at the same times and in the same terms as in
                    the Second Schedule of this Lease; and provisions for
                    change of use, alienation and recovery of insurance premium
                    and service charge no less onerous those in this Lease.

      "PERMISSIBLE UNDERLESSEE"

                    means a person who has executed a Deed giving the
                    Stipulated Covenants directly to the Landlord;

      "STIPULATED COVENANTS"

                    means the Tenant's covenants and conditions in this Lease
                    (except the Tenant's covenant to pay the rents reserved by
                    this Lease) to the extent applicable to the premises to be
                    underlet.

4.14.2     Not (save as herein expressly permitted) to assign, share, part with
           the possession or occupation of, charge or underlet any part of the
           Demised Premises.

4.14.3     Not to underlet the whole of the Demised Premises or a Permitted
           Part except to a Permissible Underlessee by a Permissible Underlease
           in accordance with the provisions of clause 4.14.5.

4.14.4     Not to part with, or share the possession or occupation of the
           Demised Premises except by virtue of an assignment or underlease
           authorised under this sub-clause 4.14.

4.14.5     Not without the prior consent in writing of the Landlord (such
           consent not to be unreasonably withheld or delayed subject in the
           case of an assignment to sub-clauses 4.14.6 - 4.14.9):

           (a)  to assign the whole of the Demised Premises; or

           (b)  to underlet (including in any derivative manner) the whole of
                the Demised Premises by a Permissible Underlease to a
                Permissible Underlessee; or

           (c)  to charge or mortgage in any way the whole (except by a
                floating charge upon the Tenant's undertaking) of the Demised
                Premises.

           (d)  to underlet a Permitted Part except by a Permissible Underlease
                which shall exclude by Court Order Sections 24-28 (inclusive)
                of the Landlord and Tenant Act 1954 and not at any time during
                the term to grant or permit to be granted Permissible
                Underleases of Permitted Parts so that there are more than two
                occupiers of any floor of the Demised Premises at any one time.


                                       8

<PAGE>

4.14.6      A refusal of consent to assign will be reasonable if on the ground
            (whether or not with other grounds) that in the reasonable opinion
            of the Landlord the proposed assignee is unlikely to be able to meet
            its obligations under this Lease having regard to all relevant
            circumstances.

4.14.7      Sub-clause 4.14.6 shall be without prejudice to the right of the
            Landlord to refuse consent on any other ground or grounds where such
            refusal would be reasonable provided always that it shall not be
            reasonable for the Landlord to request more than one form of
            guarantee from the proposed assignee and to refuse consent on the
            grounds that the proposed assignee shall not provide more than one
            form of guarantee.

4.14.8      It will be reasonable for any consent to assign to be subject to a
            condition that the assigning Tenant execute as a deed and in a form
            reasonably required by the Landlord and deliver to the Landlord
            prior to the assignment in question an authorised guarantee
            agreement (as defined in and for the purposes of section 16 of the
            Landlord and Tenant (Covenants) Act 1995).

4.14.9      Sub-clause 4.14.8 shall be without prejudice to the right of the
            Landlord to impose further conditions upon a grant of consent where
            such imposition would be reasonable (subject at all times to the
            provisions of clause 4.14.7).

4.14.10     Not to waive any breach by any underlessee of any of the Stipulated
            Covenants, but on any such breach to take all reasonable steps to
            enforce the Stipulated Covenants by re-entry or otherwise.

4.14.11     The Tenant may (without prejudice to clause 4.14.4) without the
            necessity of obtaining any consent of the Landlord share occupation
            of the whole or any part or parts of the Demised Premises with a
            company that is a member of the same group as the Tenant (as defined
            by Section 42 of the Landlord and Tenant Act 1954) provided that:

            (a)  The Landlord shall be notified of the commencement or
                 termination of each such arrangement;

            (b)  such arrangement shall cease forthwith upon any such company or
                 companies ceasing to be a members of members of the same group
                 as the tenant;

            (c)  no relationship of Landlord and Tenant is thereby created.

4.15      REGISTRATION

          To produce two certified copies of every document evidencing any
          transmission of any interest (however remote) in the Demised Premises
          to the Landlord's Solicitors for registration within one month after
          the date of such document, and to pay to the Landlord's Solicitors a
          fee of Twenty Five Pounds plus Value Added Tax for each such
          registration together with any fee properly payable to any Superior
          Landlord.

4.16      TO PERMIT VIEWING

          To permit prospective purchasers of the reversion or persons carrying
          out a valuation for insurance purposes (once in any year of the Term)
          with written authority from the


                                        9
<PAGE>

          Landlord or its agent at reasonable times in the day and upon
          reasonable prior notice to view the Demised Premises.

4.17      TO INFORM THE LANDLORD OF NOTICES

          To give immediate notice to the Landlord upon becoming aware of any
          notice or claim affecting the Demised Premises.

4.18      REIMBURSE FEES INCURRED BY LANDLORD

          To reimburse the Landlord on written demand all expenditures properly
          incurred in connection with:

4.18.1      any breach of any Tenant's covenant in this Lease, including the
            preparation and service of a notice under section 146 of the Law of
            Property Act 1925; and

4.18.2      the preparation and service of a Schedule of Dilapidations,

4.19      THE PLANNING ACTS

4.19.1      In this sub-clause:

        "THE PLANNING ACTS"

                   means every Act for the time being in force relating to the
                   use, development and occupation of land and buildings; and

        "PLANNING PERMISSION"

                   means any permission, consent or approval given under the
                   Planning Acts.

4.19.2      To comply with the requirements of the Planning Acts and of all
            Planning Permissions relating to or affecting the Demised Premises.

4.19.3      Not to apply for or implement any Planning Permission without (in
            each case) the prior written consent of the Landlord (such approval
            not to be unreasonably withheld or delayed where the Landlord has
            already consented to the alterations in accordance with this Lease
            and Planning Permission would be required for any such alterations).

4.20      ENCROACHMENT AND EASEMENTS

          Not to obstruct any windows belonging to the Demised Premises or the
          Building nor to permit any encroachment or easement to be made or
          threatened against the Demised Premises.

4.21      INDEMNITY

          To indemnify the Landlord from all losses, actions, claims, demands,
          costs, damages and expenses:

4.21.1      in respect of any personal injury or death or damage to any
            property or any infringement of any right or otherwise arising
            directly or indirectly in respect of the Demised Premises or their
            use; and

4.21.2      arising out of any breach of any obligation owed by the Tenant under
            this Lease.


                                       10

<PAGE>

4.22     TO PAY CHARGES

         To pay the reasonable charges (including Solicitor's and Surveyor's
         charges) and disbursements properly incurred by the Landlord in
         connection with any application by the Tenant for consent under any
         provision of this Lease where such application is withdrawn or
         consent is granted or lawfully refused.

4.23     INTEREST ON OVERDUE PAYMENTS

         To pay to the Landlord interest on all sums payable under this Lease
         not paid within 21 days following the due date (or if no date is
         specified from the date of demand) at the rate of three pounds per
         cent per annum above Lloyds TSB Bank Plc Base Lending Rate for the
         time being in force from the due date (or if no date is specified
         from the date of demand) until payment.

4.24     VAT

         Any payment or other consideration to be provided to the Landlord
         pursuant to the provisions of this Lease is exclusive of VAT and the
         Tenant shall in addition pay:

4.24.1     VAT properly payable on any consideration in respect of a VAT
           Supply to the Tenant by the Landlord; and

4.24.2     a fair proportion of the VAT properly charged in respect of any
           VAT Supply to the Landlord in respect of the Demised Premises or the
           Building where such VAT is not recovered by the Landlord from HM
           Customs & Excise.

4.25     MANAGEMENT: COMMON PARTS

4.25.1     Not to transport heavy or bulky items through the Common Parts
           between 9.00 a.m. and 6.00 p.m. unless the consent of the Landlord
           (such consent not to be unreasonably withheld or delayed) has been
           obtained.

4.25.2     Not to damage or mark any surface of the Common Parts by using
           unsuitable trolleys, or otherwise, or overload any lift or raised
           floor (if any).

4.25.3     Not to obstruct, deposit goods or rubbish upon, cause any nuisance
           or disturbance on, or endanger any person or vehicle using any of
           the Common Parts.

4.25.4     To comply with reasonable regulations notified by the Landlord to
           the Tenant as to the use of the Common Parts.

4.26     SUPERIOR INTERESTS

         To comply with all tenant's covenants (except as to payment of rents
         or other sums) relating to the Demised Premises and contained or
         referred to in any lease to which this Lease is inferior and with
         all covenants affecting the freehold interest in the Demised Premises.


                                       11

<PAGE>

5.       LANDLORD'S COVENANTS

         THE Landlord COVENANTS with the Tenant as follows:

5.1        QUIET ENJOYMENT

           That so long as the Tenant pays the rents reserved by and complies
           with the Tenant's covenants and conditions in this Lease, the Tenant
           shall peaceably hold and enjoy the Demised Premises during the Term
           without any lawful interruption by the Landlord or any person
           rightfully claiming under or in trust for it.

5.2        TO INSURE

5.2.1        To maintain in a well established insurance office (to be
             notified to the Tenant) insurance of the Building against the
             Insured Risks in their full reinstatement value (including all
             professional fees and incidental expenses) and three years rents
             firstly and thirdly reserved by this Lease subject to such
             excesses, limitations and exclusions as the insurers may impose
             and shall have been notified in writing to the Tenant and
             otherwise on the usual terms of such insurance office.

5.2.2        If any part of the Building is destroyed or damaged by an
             Insurance Risk then unless payment of the insurance moneys is
             refused in whole or part because of the act or default of the
             Tenant and subject to obtaining all necessary planning and other
             consents, to expend all moneys received (other than in respect of
             loss of rent) from such insurance towards reinstating as quickly
             as reasonably practicable the Building following destruction or
             damage by an Insured Risk.

5.3        TO PROVIDE SERVICES

           To supply the Services in accordance with Part II of the Third
           Schedule.

5.4        SIGNAGE

           On request to display the name and business of the Tenant in the
           Landlord's house style on any signboards in the Common Parts.

5.5        HEADLEASE

           To pay the rents reserved by the headlease under which the
           Landlord holds the Building and to observe and perform the Tenant's
           covenants under the headlease unless the obligation to do so falls
           upon the Tenant by virtue of this Lease.

6.       AGREEMENTS

         IT IS AGREED that:

6.1        RE-ENTRY

6.1.1        If any event specified in sub-clause 6.1.2 occurs the Landlord
             may at any time afterwards re-enter the Demised Premises or any
             part of them in the name of the


                                       12

<PAGE>

        whole and this Lease will then immediately determine. In sub-clause
        6.1.2 reference to "the 1986 Act" means the Insolvency Act 1986.

6.1.2   The events referred to in clause 6.1.1 are as follows:

        (a)   any rent reserved remaining unpaid for 21 days after becoming
              due and payable: and in the case of the rent first reserved
              this means whether formally demanded or not;

        (b)   the Tenant failing to comply with any obligation which it has
              undertaken or any condition to which it is bound under this
              Lease;

        (c)   the Tenant (if a company) entering into liquidation or passing
              a resolution for winding-up (otherwise than a voluntary
              winding-up of a solvent company for the purpose of amalgamation
              or reconstruction previously consented to by the Landlord such
              consent not to be unreasonably withheld or delayed) or being
              unable to pay its debts within the meaning of sections 122 and
              123 of the 1986 Act or summoning a meeting of its creditors or
              any of them under Part I of the 1986 Act or allowing a petition
              for an Administration Order in respect of it to be filed in
              court or a receiver or an administrative receiver for it being
              appointed;

        (d)   the Tenant (if an individual) having a receiving order made
              against him or becoming bankrupt or entering into a composition
              with his creditors or being unable to pay or having no
              reasonable prospect of being able to pay his debts within the
              meaning of sections 267 and 268 of the 1986 Act or an interim
              order being made against him under Part VIII of the 1986 Act.

6.1.3     Neither the existence of the Landlord's right under sub-clause 6.1.1
          above nor the consequences of any exercise of that right are to
          affect any other right or remedy available to the Landlord.

6.2     CESSER OF RENT

        If the Demised Premises are destroyed or damaged by any Insured Risk
        so as to be unfit for occupation and use and the insurance effected
        by the Landlord has not been vitiated or payment of the policy moneys
        refused in whole or in part because of any act or default of or
        suffered by the Tenant, then the rents first and third reserved, or a
        fair proportion of those rents according to the nature and extent of
        the damage, shall cease to be payable until the Demised Premises
        shall again be fit for occupation and use or until the expiration of
        three years from the date the destruction or damage occurred
        (whichever period shall be the shorter).

6.3     NO EASEMENTS

        The Tenant shall not be entitled to any rights whether of light and
        air or otherwise (save as expressly granted by this Lease) which
        would restrict the free user for building or otherwise of the
        Building or any adjoining or neighbouring premises. Section 62 Law of
        Property Act 1925 will not apply to this Lease.


                                      13
<PAGE>

6.4     SERVICE OF NOTICES

        In addition to any other prescribed mode of service any notices shall
        be validly served if served in accordance with section 196 of the Law
        of Property Act 1925 as amended by the Recorded Delivery Service Act
        1962 or, in the case of the Tenant, if left addressed to it on the
        Demised Premises or sent to it by post.

6.5     SUPERIOR LANDLORD'S AND MORTGAGEE'S CONSENT

        The giving of any Landlord's consent or approval required under the
        terms of this Lease shall be conditional upon the consent or approval
        (where required) of any Superior Landlords or Mortgagees.  The
        Landlord will apply for such consent or approval at the expense of
        the Tenant.

6.6     TENANT'S OPTION TO DETERMINE

        The Tenant may determine this Lease by giving to the Landlord not
        less than twelve months' previous notice in writing to expire on the
        25 December 2009. On the expiration of such notice and upon payment
        by the Tenant to the Landlord of a sum equivalent to six months rent
        firstly reserved by this Lease at such date and upon the Tenant
        giving vacant possession this Lease shall cease and determine, but
        without prejudice to any claim in respect of any prior breach.

6.7     CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

        Unless it is expressly stated that the Contracts (Rights of Third
        Parties) Act 1999 is to apply nothing in this Lease will create
        rights in favour of any one other than the parties to this Lease.

6.8     CAR PARKING SPACES

        The Landlord shall be entitled (acting reasonably) from time to time
        to nominate the spaces to be used by the Tenant and the Tenant shall
        have no right to object to such allocation or the period of the
        Landlord's notification.


IN WITNESS the parties have executed this Lease as a deed the day and year
first before written.

                                     ( EXECUTED as a DEED by
                                     ( eTOYS UK LIMITED
                                     ( acting by:

[SEAL]                               Director /s/ [ILLEGIBLE]



                                     Director/Secretary /s/ [ILLEGIBLE]


                                      14
<PAGE>

                              THE FIRST SCHEDULE

                                    PART I

                       Description of Demised Premises

1.   ALL THOSE First, Second, Third, Fourth and Fifth Floors of the Building
     shown for the purposes of identification only coloured pink on the Plans
     and more particularly described in paragraphs 2 and 3 below.

2.   There is included in this demise:

2.1     all internal surfacing materials and finishes on the walls, floors and
        ceilings of the Demised Premises and on the other structural parts of
        the Building within or bounding the Demised Premises; and

2.2     all doors (including those giving access to the Demised Premises from
        the Common Parts), windows and skylights (and in each case their frames
        and glazing) of the Demised Premises; and

2.3     all Landlord's plant, fixtures and fittings (save as specified in
        PARAGRAPH 3.4 below); and

2.4     one half severed vertically of any non-structural walls separating the
        Demised Premises from any adjoining premises; and

2.5     the entirety of any non-structural walls wholly within the Demised
        Premises or bounding the same (other than as specified in PARAGRAPH 2.4
        above); and

2.6     all Conducting Media within and exclusively serving the Demised
        Premises (save as specified in PARAGRAPH 3.4 below);

2.7     the suspended ceiling, the raised floor (and the supports for each of
        these) and the airspace between each of these and the slab or other
        structural part respectively above and below them; and

2.8     window blinds (if any) and equipment for operating the same.

3.   There is excluded from this demise:

3.1     the whole of the airspace above the Demised Premises;

3.2     all loadbearing and exterior walls and the floors and ceilings of the
        Demised Premises (other than to the extent expressly included by
        virtue of PARAGRAPH 2 above);

3.3     all structural parts of the Building;

3.4     any conducting media serving the remainder of the Building.


                                       15

<PAGE>

                                     PART II

                            Easements and Rights Granted

1.   The right of subjacent and lateral support for the Demised Premises from
     the remainder of the Building.

2.   The free passage of Supplies from and to the Demised Premises through
     Conducting Media at the Building.

3.   The right of access to and exit from the Demised Premises through the
     relevant Common Parts within the Building at all times.

4.   The right of use of lavatory accommodation where provided for common use
     in the Building.

5.   The right to display the Tenant's name upon the nameboards at both
     Haymarket and St Alban's Street reception areas at the Building.

6.   The right with the Landlord's consent (such consent not to be
     unreasonably withheld with regard to design and layout) to display the
     Tenant's name in the lobby areas outside each of the floors in the
     Building comprising the Demised Premises.

7.   The right to use five car parking spaces at lower ground floor level at
     the Building as are nominated by the Landlord for the Tenant's use from
     time to time.

                                   PART III

                        Easements and Rights Reserved

1.   SUPPORT

     The right to subjacent and lateral support for the remainder of the
     Building from the Demised Premises.

2.   RUNNING OF SERVICES

     The free passage of Supplies from and to the remainder of the Building
     through Conducting Media at any time within the Demised Premises.

3.   ENTRY IN RESPECT OF SERVICES ETC.

     The right to install, clean, maintain, alter, make connections to,
     replace or repair any Conducting Media within the Demised Premises but
     serving the Building and the right to enter the Demised Premises for those
     purposes.

4.   ENTRY FOR MANAGEMENT PURPOSES

     The right to enter on the Demised Premises to inspect, repair, alter,
     decorate, or execute any other works upon the Building which would
     otherwise not be practicable to carry out, or to carry out any Services
     or for any other reasonable management purpose.


                                       16

<PAGE>

5.   ESCAPE

     The right of emergency escape over any parts of the Demised Premises as are
     designated for such purpose.

6.   SUPERIOR INTERESTS

     All exceptions and reservations out of any lease to which this Lease is
     inferior, or out of the freehold interest in the Demised Premises.

7.   COMMON PARTS: REDEVELOPMENT

     Causing as little inconvenience interruption or nuisance to the Tenant
     as possible:

7.1     the right, in emergency or when works are being carried out to them,
        to close off or divert any of the Common Parts provided that such
        closing off or diversion is ceased as soon as reasonably possible;

7.2     the right to stop up or divert any Conducting Media or other Common
        Parts subject to a reasonable alternative being made available; and

7.3     The right to build upon, alter, add to or redevelop the Building or
        any adjoining or neighbouring premises as the Landlord considers fit,
        whether or not the access of light and air to the Demised Premises is
        interfered with.


                                       17

<PAGE>

                           THE SECOND SCHEDULE

                               RENT REVIEW

1.     In this Schedule:

1.1      The rent review dates shall be the 25 December in the years 2004 and
         2009 and the expression "THE RELEVANT REVIEW DATE" shall be construed
         accordingly.

1.2      The open market rent shall be the yearly rent for which the Demised
         Premises might reasonably expect to be let on the open market, with
         vacant possession, on the relevant rent review date, by a willing
         lessor to a willing lessee, without taking a fine or premium, for a
         term of 10 years commencing on the relevant rent review date, upon the
         supposition that the willing lessee shall have been given prior to (and
         that there shall have expired prior to) the relevant rent review date a
         sufficient rent free period for the purposes of the carrying out of
         lessee's fitting out works and on the assumption if not a fact that the
         Tenant has complied with its obligations under this Lease, that no work
         has been carried out to the Demised Premises which has reduced the
         rental value of the Demised Premises, if the whole or any part of the
         Demised Premises or the Building has been destroyed or damaged it has
         been reinstated, and the Landlord shall have paid the contribution of
         L86,525 plus VAT towards the cost of providing and installing
         throughout the office areas of the Demised Premises quality carpeting
         and the contribution of L24,220 plus VAT towards the cost of the
         provision of floor boxes and tracking and distributed under floor power
         and floor grommets upon the office area of the Demised Premises and
         that at the relevant rent review date all the above exist and remain
         in good repair condition and working order and otherwise upon the terms
         and conditions (save as to the amount of rent payable but including
         provisions for rent review every five years and otherwise on terms
         similar to those contained in this Second Schedule) contained in this
         Lease, there being disregarded:

1.2.1      any effect on rent of the Tenant having been in occupation of the
           Demised Premises; and

1.2.2      any goodwill accruing to the Demised Premises because of the
           business of the Tenant;

1.2.3      any effect on rent of any improvement carried out by the Tenant
           otherwise than in pursuance of an obligation to the Landlord; and

1.2.4      any effect upon rent of any rental concession or abatement
           contained in this Lease.

2.     The rent payable under this Lease with effect from each rent review
       date shall be the higher of:

2.1      the rent reserved by this Lease immediately before the relevant rent
         review date (disregarding any cesser under clause 6.2); and

2.2      the open market rent on the relevant rent review date.


                                       18
<PAGE>

3.      The open market rent at the relevant rent review date shall be
        determined by agreement between the Landlord and the Tenant. Either
        such party may require the other to commence and carry out negotiations
        as to the open market rent at any time after the date six months before
        the relevant rent review date.

4.      If the parties are unable to agree the open market rent it shall be
        determined by an expert who may be agreed upon in writing by the
        Landlord and the Tenant. Failing agreement, he shall be appointed upon
        the application of either party by the President (or next most senior
        available officer) of the Royal Institution of Chartered Surveyors.

5.      The expert's determination (which shall include payment of his costs)
        shall be final and binding on the parties.

6.      If on the relevant rent review date the open market rent has not been
        ascertained, the yearly rent reserved by this Lease immediately before
        the relevant rent review date shall continue to be payable until
        ascertainment. Immediately after ascertainment the difference (if any)
        between the amount actually so paid and the amount which would have been
        payable had it been ascertained before the relevant rent review date,
        together with interest on that difference calculated on a daily basis on
        each instalment from the date on which such instalment would have become
        payable to the date of payment, at Lloyds TSB Bank PLC base lending rate
        for the time being in force, shall be paid by the Tenant to the
        Landlord. If not so paid such sums shall be recoverable as rent in
        arrear.

7.      A deed recording the rent on review shall forthwith be entered into in
        such form as the Landlord shall reasonably require.


                                       19

<PAGE>

                              THE THIRD SCHEDULE

                         Services and Service Charges

                                    PART I

                           Administrative Provisions

1.    The accounting period shall be the year or other period ending on each
      Thirty first day of March or otherwise as stipulated by the Landlord.

2.    As soon as reasonably practicable after the end of each accounting
      period the Landlord will supply the Tenant with a statement (which save
      for any manifest error shall be binding on the parties) of the expenditure
      properly incurred by the Landlord in respect of the Services, and of the
      Service Charge payable for that accounting period.

3.    Pending the ascertainment of the Service Charge for each accounting
      period the Tenant shall pay, by equal quarterly payments on the four usual
      quarter days, a provisional sum by way of Service Charge of L242,000 per
      annum.

4.    When the actual Service Charge for each accounting period has been
      ascertained any surplus Service Charge due from or paid by the Tenant
      shall be added to or subtracted from (as the case may be) the next payment
      or payments to be made by the Tenant under PARAGRAPH 3, except that an
      amount owing at the Termination Date shall be paid or repaid as the case
      may be within three months of the Termination Date.

5.    The occurrence of the Termination Date shall not prejudice the Tenant's
      obligation to pay or the Landlord's entitlement to recover Service Charge
      upon demand made after the Termination Date where these have not been
      quantified prior to the Termination Date.

                                    PART II

                            Landlord's Obligations

In accordance with the principles of good estate management the Landlord will
supply the Services in an efficient and economical manner.  The Landlord
(acting reasonably and properly at all times):

1.    may employ agents, contractors or others as from time to time it thinks
      fit; and

2.    shall not be responsible for any temporary delay or stoppage in the
      supply of the Services due to any circumstances outside the Landlord's
      control, but shall take all reasonable steps to restore the supply as soon
      as practicable.


                                       20
<PAGE>

                                   PART III

                                   Services


1.    Repairing, renewing, rebuilding, replacing, decorating, cleaning,
      emptying, lighting and repainting the foundations roof structure and
      exterior of building and all Common Parts and Conducting Media used in
      common by the tenant and others.

2.    Rates (if any) and other levies on and insurance of the Common Parts
      and/or on the Building generally and Property Owner's and Employer's
      insurance on the Building; metered water supply to the Building, and power
      supply (metered or otherwise) to the Demised Premises.

3.    Providing, inspecting, maintaining (including by maintenance
      contracts), repairing, renewing, replacing, upgrading, insuring and
      operating all plant machinery, apparatus and vehicles used in providing
      the Services and all signage in the Common Parts.

4.    Provision, maintenance, renewal and replacement of all fire-fighting and
      fire detection equipment, fire alarm systems, security systems in the
      Building.

5.1    Heating the Building (except the Common Parts) during normal working
       hours during the months of October until April (inclusive) including
       heating the Demised Premises, to a temperature of 65 DEG. F (provided
       the external temperature in the shade is at least 32 DEG. F and the
       doors and windows of the Demised Premises are kept closed).

5.2    Heating the Common Parts when necessary.

5.3    Supplying comfort cooling to the Demised Premises during normal
       working hours.

5.4    Supplying warm and cold water to and otherwise equipping and supplying
       any toilet accommodation.

6.    Employment of all staff (including remuneration, incidental benefits
      and all associated costs and overheads) and contractors and professionals
      for the management and security of the Building and otherwise in
      connection with the Services.

7.    Providing accommodation for staff, plant and equipment and all
      outgoings on such accommodation.

8.    The execution of all works and the provisions and maintenance of all
      facilities which are required under any Act to be carried out or provided
      at the Building generally.

9.    Any further services provided at any time by the Landlord for
      maintaining and securing the amenities of the Building.

10.   Any audit fee.

11.   Management charges meaning either.

11.1    the fees and expenses reasonably and properly charged by the
        Landlord's agents; or


                                       21
<PAGE>

11.2    if the work is carried out by the Landlord's own staff then 10% of
        the sum of:

11.2.1    the aggregate cost of all the above items, and

11.2.2    any irrecoverable VAT on that aggregate cost.


                                       22