EXHIBIT 10.119(a)

                          TYPHOON CONSULTING AGREEMENT



TYPHOON
Capital Consultants, LLC


February 1, 1999

Rich Brady, President
Play Co. Toys, Inc.
550 Rancheros Drive
San Marcos, CA 92069

         Re:      Consulting Agreement

Dear Mr. Rashbaum:

     This letter  confirms  Play Co.  Toys,  Inc. at 550  Rancheros  Drive,  San
Marcos,  CA 92069 (the  "Company")  agreement  (this  "Consulting  Agreement" or
"Agreement") to retain Typhoon Capital Consultants and its respective agents and
employees  ("Typhoon") to position  management and the Company so as to increase
the  Company's  visibility  in its  industry  and  position it for growth in the
future.  Attached hereto is a summary of the major  activities that Typhoon will
perform  in  connection  with  this  Consulting   Agreement.   This  summary  is
incorporated into the terms of this Consulting Agreement between Typhoon and the
Company.  Below are  additional  agreements  between the parties with respect to
this Consulting Agreement:

     Term. The Company hereby appoints  Typhoon to perform the duties and render
the services described in the attached Summary of Services for a term of one (1)
years   commencing   the  date  hereof  and   terminating  on  March  31,  2000.
Notwithstanding  anything to the contrary  contained  herein,  the  Agreement is
immediately  terminable  by the  Company in the event (I) Typhoon  breaches  its
fiduciary  duty to the Company or (ii) Typhoon,  or any of its  principals,  are
convicted of a felony.


     Death or Disability.  Notwithstanding  the provisions of Paragraph 1 above,
during the term of this Agreement, if Typhoon fails to perform any of its duties
on account of an illness or other incapacity of Sanjay Sabnani, the president of
Typhoon, and such illness or incapacity shall continue for a period of more than
60 days,  the  Company  shall  have  the  right to  terminate  Typhoon  upon the
provision of 30 days written notice.

     Discontinuance of Business.  Notwithstanding  the provisions of Paragraph 1
above,  during the term of this Agreement,  if the Company shall  discontinue or
interrupt the operation of its business for a period of 30 days,  this Agreement
shall automatically terminate without further liability on the part of either of
the parties.

     Non-Exclusive Services. Typhoon will devote part of the time and efforts of
its employees to the Company during the term of this Agreement.


<PAGE>
     Compensation.  The Company agrees to compensate Typhoon in Stock Options by
granting a total of  150,000  options to buy  free-trading  shares of  Company's
common stock (OTCBB:PLCO).  50,000 options will be issued to Typhoon immediately
upon signing of this  agreement.  Additionally,  beginning April 1, 1999 Typhoon
will be granted 20,000 options per month through August of 1999 at which point a
total of 150,000  options  will have been issued to  Typhoon.  The term of these
options  will be 30 months (2 1/2  years)  expiring  on August 30,  2001.  These
options will be  exercisable  at $1.75 per share and shall be  registered by the
Company no later than  December 31, 1999.  The Company may,  with 30 day written
notice,  terminate this agreement. In the event the Company exercises this right
prior to April 1,  1999,  then  only the  original  50,000  options  are owed to
Typhoon. After April 1, 1999 and through August 1999, the Company is responsible
for issuing all options owed to Typhoon  through the calendar month in which the
notice of termination is served.

     Non-Competition.  Typhoon  from  time to time  may  represent  entities  in
competition  with  the  Company,   and  the  Company   acknowledges   that  such
representation  is not a  breach  of this  Consulting  Agreement.  Nevertheless,
Typhoon: (i) shall not divulge trade secrets or confidential  information of any
sort with respect to the Company,  and (ii) shall advise the Company of any such
business relationship.

     Non-Assignability.  This Consulting Agreement shall inure to the benefit of
and shall be binding upon the successors  and the assigns of the Company.  Since
this  Consulting  Agreement  is based upon the  unique  abilities  and  personal
confidence in Typhoon and its  employees,  Typhoon shall have no right to assign
this  Consulting  Agreement or any of the rights  hereunder  written without the
consent of the Company.

     Notices.  Any notice  required or permitted to be given  hereunder shall be
sufficient  if in writing  and if sent by  certified  mail or  facsimile  to the
parties at their present  principal  business  addresses.  Any change of address
must be sent to the other  party via such  procedure  to be valid  against  such
other party.

     Severability.  If any provision of this Consulting Agreement shall be found
invalid by any court of competent  jurisdiction,  such findings shall not effect
the validity of the other provisions hereof and the invalid  provisions shall be
deemed to have been severed herefrom.

     Attorney's  Fees.  If any action is  brought  to enforce  the terms of this
Consulting  Agreement,  the prevailing  party shall be entitled to its costs and
reasonable attorneys' fees.

     Arbitration.  Any dispute  concerning  this  Agreement  shall be settled by
binding  Arbitration  in accordance  with the Rules of the American  Arbitration
Association in New York, NY.

     If the terms  hereof meet with your  approval,  please  indicate by signing
below.


Sincerely,

TYPHOON CAPITAL CONSULTANTS


By: _________________________
Sanjay Sabnani, its President

     Agreed and accepted as of the date first above stated:

Play Co. Toys, Inc.


By: _________________________
Rich Brady, President

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                         SUMMARY OF CONSULTING SERVICES


              Corporate and Industry Profile/Summary Business Plan

     On a cost  effective  basis  Typhoon will assist the Company in producing a
summary business plan. This business plan will summarize the Company's  business
activities, its objectives, management, capitalization and incorporate pro forma
financial  information.  The purpose of this plan is to condense  the  Company's
principal business objectives into an attractive package which can be circulated
to potential  customers  and/or  investors.  Separate  from the  business  plan,
Typhoon will assist the Company in connection with the production of a four-page
corporate profile which summarizes the plan and acts as an additional  corporate
and industry  profile  brief on the Company which can be  independently  sent to
parties interested in the Company.

Board of Directors and Advisory Board

     Typhoon  will  assist the  Company in  providing  the  necessary  corporate
governance  infrastructure  for the support of the Company's board of directors.
Typhoon will work with  management of the Company in  constructing a schedule of
items  which  should  be  reviewed  to put into  place all key  components  of a
sophisticated  company in advance of any due diligence  procedures  which may be
performed by potential customers and/or investing partners. In addition, Typhoon
will assist the Company in putting  together an advisory  board which will bring
together  certain people helpful to the Company without such people assuming the
general  risk of  liability  for  serving  on a board of  directors  of a public
company.

E-Commerce and Internet Strategy

     Typhoon will assist the Company with building  significant  recognition for
their online sales and marketing  efforts.  Alliance and strategic partners will
be sought for the purpose of  identifying  sources of traffic for the  Company's
web-sites.  Additionally, Typhoon will attempt to showcase the Company's efforts
at industry events and other high profile venues.

Corporate Finance Consulting

     Typhoon  will  introduce  the  Company to sources of capital  and assist in
packaging and  presenting  the  Company's  story in the most  attractive  light.
Primary among Typhoon's objectives will be seeking the highest Company valuation
in order to generate the lowest cost of capital.


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