Exhibit 10.111

                                    AGREEMENT

         AGREEMENT made this 11th day of November, 1998, by and between PLAY CO.
TOYS &  ENTERTAINMENT  CORP.  ("Play  Co."),  a Delaware  corporation,  having a
principal place of business at 550 Rancheros Drive, San Marcos, California 92069
and ZD GROUP L.L.C.  ("ZD"),  a New York limited  liability  company,  having an
address at Suite 1602, 1410 Broadway, New York, New York 10018.

                                R E C I T A L S :

     A. Play Co. is the owner and operator of a chain of retail toy stores which
is currently expanding by the opening of new stores.

     B. Play Co.  has  insufficient  credit in the  market to obtain  sufficient
merchandise to properly stock all of its stores in order to generate the maximum
potential.

     C. Play Co.  believes that if it could obtain an  additional  $700,000 over
its current  credit line,  credit lines would open, it would be able to purchase
and pay for  merchandise on a prompt basis thus  permitting Play Co. to maximize
the potential of its stores.

     D. Play Co. can only obtain secured financing, which is not available to it
because of the prior lien of FINOVA Capital,  however, if the loan is secured by
a third party it can be obtained.

     E. Play Co.  cannot  obtain a  stand-by  letter of credit in the  amount of
$700,000 without collateral of an equal amount.

     F. ZD is prepared to provide  Play Co. with a $700,000  stand-by  letter of
credit  to be used to secure  such  loan but only on the  terms  and  conditions
hereinafter set forth.

     NOW,  THEREFORE,  in  consideration of the mutual promises herein contained
the parties agree as follows:

     1. All of the Recitals are incorporated in the body of this Agreement as if
more fully set forth herein.

     2. Issuance of Letter of Credit:

               2.1.  Subject to the terms and conditions of this  Agreement,  ZD
          shall cause to be delivered to Play Co. a $700,000  Stand-By Letter of
          Credit from a bank or a financial institution acceptable reasonably to
          Play Co. upon such terms and conditions as are  satisfactory  to ZD as
          soon as  practicable  after the signing of this Agreement (the date on
          which the L/C is delivered  and accepted  shall be the Closing  Date).
          The L/C shall  extend from the date of issuance  for a period of three
          (3) years.

               2.2.  Play Co.  agrees to use the L/C to secure a loan to be made
          to it by a financial institution for the purpose of obtaining funds to
          assist  it in  purchasing  merchandise  to stock  its  stores  and for
          general operating purposes.

               2.3. The L/C shall be assignable and  transferable  to any lender
          lending to $700,000 or at the option of Play Co. the L/C shall name as
          beneficiary  said lender and shall be in such  reasonable form as said
          lender requires.



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               2.4. In the event the L/C is called by the lender or any assignee
          thereof Play Co. shall forthwith and upon demand repay to ZD an amount
          equal to the sums paid by the issuing bank or financial institution on
          the L/C or at ZD's request Play Co. shall  promptly pay to the issuing
          bank or financial  institution the amount paid by such issuing bank on
          the L/C. Play Co. shall also pay to ZD upon demand any fees,  charges,
          expenses,  attorneys'  fees and the like incurred by ZD or the issuing
          bank at the time of such draw on the L/C.

     3. Guarantee Fee:

               3.1. As compensation to ZD for posting the L/C, ZD shall, for the
          Payment  Period  receive  one-third  of "four  wall"  profits on three
          stores planned to be opened by Play Co. on or after November 10, 1998.
          ZD shall  advise Play Co. in writing on or prior to December  31, 1998
          of which three new stores it desires to participate in profits.

                    3.1.1.  "Payment  Period"  shall  mean for each  such  store
               selected  the  length  of the  current  lease  plus any  renewals
               thereof, but in no event after the end of Fiscal Year 2013.

                    3.1.2 In the  event  any one of the  stores  closes  for any
               reason,  ZD shall have the right to select  another  store in its
               place and shall promptly  advise Play Co.  thereof,  except where
               such  closing  was due to the  affirmative  act of Play  Co.,  in
               exercising a performance clause in the lease..

               3.2.   "Four  wall"   profits  shall  mean  store  profit  before
          depreciation  and  amortization  but shall include a pro-rata share of
          corporate  cash  overhead   expenses,   excluding   depreciation   and
          amortization  plus interest computed by dividing said sum by the total
          number of stores then  operated by Play Co. The Guarantee Fee shall be
          computed monthly commencing with April 1999 and monthly thereafter and
          shall be due and payable on the 30th day of the succeeding month, thus
          the first  payment  of the  Guarantee  Fee will be due on May 30th for
          April 1999 "four wall"  profits.  The monthly fee shall be  reasonably
          estimated by Play Co. based on "four wall" profits. Play Co.'s outside
          certified public accountant shall annually at the end of each Play Co.
          fiscal year,  applying generally accepted  accounting  principles in a
          consistent  manner certify as to sums due to ZD. All  additional  sums
          due and owing  will be paid by Play Co. to ZD within  forty-five  (45)
          days  subsequent  to the end of Play Co.'s fiscal year. At the time of
          payment  an  accounting  shall be  provided  by Play Co. to ZD setting
          forth how the amount is  computed.  If ZD does not  contest the amount
          and the  computations  thereof  within  twenty  (20)  days of  receipt
          thereof said computations shall be final,  binding and conclusive upon
          both parties absent actual fraud.  In the event ZD contests the amount
          computed to be due, ZD shall give written  notice  thereof to Play Co.
          setting forth its reasons,  Play Co. shall  forthwith  deposit with ZD
          any  amount it admits to be due and the  balance  shall be  subject to
          arbitration under the rules of the American  Arbitration  Association,
          which  arbitration shall take place in the City and State of New York,
          the cost to be shared equally between the parties.

     4. Representations and Warranties of Play Co.:

               4.1. Play Co. hereby warrants and represents to ZD that:

                    4.1.1 Play Co. is a corporation  duly  organized and validly
               existing  and in good  standing  under  the laws of the  State of
               Delaware and has all  requisite  power and  authority to carry on
               its business as now conducted and as proposed to be conducted and
               is qualified as a foreign  corporation in each jurisdiction where
               the failure to do so would have a material adverse effects on its
               business;



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                    4.1.2.  All  corporate  action on the part of Play Co.,  its
               officers  and   directors   necessary   for  the   authorization,
               execution, delivery of performance of all obligations of Play Co.
               under this Agreement and the Exhibits have been taken;

                    4.1.3.  Play Co. is not in material  default under any other
               loan  agreement  with any third party lender which has been acted
               upon by such lender.

               4.2. So long as the Guarantee Fee is due, ZD shall have the right
          to nominate and appoint  one-third  of Play Co.'s Board of  Directors.
          Such  nomination  and  appointment  shall  be  made in  writing  by ZD
          addressed to Play Co. and the Chairman of its Board of Directors.

     5. Miscellaneous:

               5.1. Entire Agreement:  Except as specifically  referenced herein
          this  Agreement  and the  Exhibits  constitute  the  entire  agreement
          between the parties concerning the subject matter hereof. Any previous
          agreements   relating  to  the  transactions   herein  set  forth  are
          superseded  hereby.  The terms and conditions of this Agreement  shall
          inure to the benefit of and be binding  upon the  respective  parties,
          their successors and assigns.

               5.2.  This  Agreement  shall  be  governed  by and  construed  in
          accordance with the laws of the State of Delaware.

               5.3.  This  Agreement  may be executed in  counterparts,  each of
          which shall be deemed an  original,  but all of which  together  shall
          constitute one and the same instrument.

     6. Survival:  The warranties and  representations of Play Co. shall survive
the execution and delivery of this Agreement and closing hereunder.

     7. Default: The occurrence of one or more of the following events shall, at
the sole election of ZD, constitute an Event of Default hereunder:

               7.1.  Non-payment of any sums due pursuant to this Agreement when
          due.

               7.2.   The  entry  of  a  decree  or  order  by  a  court  having
          jurisdiction  adjudging  Play Co. a bankrupt or insolvent or approving
          as  properly  filed a petition  seeking  reorganization,  arrangement,
          adjustment  or  composition  of or in  respect  of Play Co.  under the
          Federal  Bankruptcy Code or any other applicable  federal or state law
          or the appointment of a receiver,  liquidator,  assignee or trustee of
          Play Co. or any  substantial  portion of its  property or ordering the
          winding up or liquidation  of its affairs and the  continuance of such
          decree or order  unstayed  and in effect  for a period of thirty  (30)
          consecutive days.

               7.3. The institution by Play Co. of proceedings to be adjudicated
          a bankrupt or  insolvent  or the consent by it to the  institution  of
          bankruptcy or insolvency  proceeding against it or the filing by it of
          a petition or answer or consent seeking reorganization or relief under
          the Bankruptcy Code or other  applicable  federal or state law, or the
          consent by it to the filing of any such petition or the appointment of
          a receiver, liquidator, assignee or trustee for all or any part of its
          profit  or the  making  by it of an  assignment  for  the  benefit  of
          creditors.

               7.4.  Default in the  obligation  of Play Co. to any other  party
          including, but not limited to, FINOVA Capital Corporation for borrowed
          money  which shall  continue  for a period of three (3) days after the
          expiration of any "cure period" and is acted upon by said lender.



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               7.5.  At the option of ZD and without  demand,  in the event of a
          default as set forth above,  all principal and other unpaid sums shall
          be immediately due and payable.

     8.  Notice:  All  notices  and  demands by any party  hereunder  must be in
writing and personally  delivered or sent by certified  mail,  postage  prepaid,
return receipt  requested,  or a prepaid telex,  facsimile,  telecopier or other
method  of  electronic  communication  or by  recognized  overnight  carrier  as
follows:
 
To Play Co.:                                 Play Co. Toys & Entertainment Corp.
                                             550 Rancheros Drive
                                             San Marcos, California  92069
                                             Attention:  Mr. James Frakes

To ZD:                                       ZD Group L.L.C.
                                             1410 Broadway - #1602
                                             New York, New York  10018
                                             Attention:  Mr. Ilan Arbel

With copies of all notices to:               Todtman, Nachamie, Spizz & 
                                              Johns, P.C.
                                             425 Park Avenue
                                             New York, New York  10022
                                             Attention:  Barton Nachamie, Esq.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed and
executed the day and year first above written.

                                             PLAY CO. TOYS & ENTERTAINMENT CORP.


                                           By___________________________________


                                              ZD GROUP L.L.C.


                                            By__________________________________