EXHIBIT 10.134
         FIXTURE FINANCING AGREEMENT WITH LONGWATER CAPITAL CORPORATION


LESSOR:  LONGWATER CAPITAL CORPORATION
             -------------------------------------------------------------------
                                                                    LEASE NUMBER


BUSINESS LEASE AGREEMENT

LESSEE NAME

PLAY CO. TOYS & ENTERTAINMENT CORP.
LESSEE ADDRESS                CITY      COUNTY    STATE               ZIP
550 Rancheros Drive           San Marcos          CA                  92069

VENDOR NAME                   ADDRESS   CITY      STATE               ZIP


QUANTITY  DESCRIPTION MODEL No, Serial No., or other identification         COST

                      SEE EQUIPMENT SCHEDULE "A"                      $70,699.75

EQUIPMENT LOCATION:      STREET    CITY      COUNTY    STATE          ZIP
If Other Than        TOYS INTERNATIONAL

Billing Address      20 CITY BLVD. WEST #203 ORANGE    CA             92868
<TABLE>
<CAPTION>

<S>                        <C>                                              <C>                   <C>                  <C>
PAYMENT        DUE            RENT PAYMENTS                                 SALES/USE TAX         TOTAL PAYMENT        LEASE TERM
DATE

                                        X  Monthly         Quarterly
               Of Each
               Month          $ 2,485.10   Semi-Annually   Annually         $ 142.88              $ 2,627.98           36  Month

Advance Payment of      $ 5,355.96               which equals the first and la5,255.96                payment(s) and a $ 100.00

documentation fee MUST ACCOMPANY LEASE.

</TABLE>


     1. LEASE.  Lessor  hereby  leases to Lessee and Lessee  hereby  leases from
Lessor the personal  property  described above (herein called the  "Equipment").
Upon Lessor signing  below,  this Lease shall become  NONCANCELLABLE  DURING THE
TERM  STATED  ABOVE by Lessee for any  reason  whatsoever,  and Lessee  shall be
obligated  to pay Lessor all sums called for in this  Business  Lease  Agreement
(Herein call the "Lease").

     2.  COMMENCEMENT AND  TERMINATION.  This Lease shall commence on the "Lease
Start Date" appearing below and, provided Lessee has successfully  performed all
its duties and obligations  under the Lease,  shall terminate upon expiration of
the number of months (following the Lease Start Date) stated as the Lease Term.

     3. RENT AND OTHER PAYMENTS.  Lessee shall pay the advance rentals due under
the Lease,  as stated above,  upon signing the Lease.  All such amounts shall be
non-refundable.  Monthly rent payments due after the first month's rent shall be
payable on the "Payment Due Date"  indicated  above or on the first business day
thereafter if a Payment Due Date falls on a non-business  day.  Lessee agrees to
pay to Lessor a service  charge of 5% per month,  but not to exceed the  maximum
amount  permitted  by law,  on any payment due under the Lease which is not paid
within  five days of the  Payment  Due Date.  Lessee  shall pay all sales,  use,
excise, personal property,  stamp,  documentary,  and ad valorem taxes, licenses
and registration fees, assessments,  fines, penalties, and other charges imposed
on the ownership,  possession,  or use of the Equipment  during the term of this
Lease,  and Lessee shall pay all taxes  (except  income taxes imposed on Lessor)
with  respect  to the  rental  payments  hereunder,  and  shall,  with  the next
scheduled  payment reimburse Lessor for any taxes paid by or advanced by Lessor.
Lessee's obligations to pay such taxes, fees, assessments,  fines, penalties and
other charges shall survive  termination of the Lease. Lessee agrees that Lessor
may adjust the rent payment  proportionally up or down if the actual cost of the
Equipment  exceeds or is less than the amount stated in the Lease.  All payments
under the Lease shall be made to Lessor at the address set forth above or at any
other  address  Lessor  subsequently  gives to  Lessee  for  purposes  of making
payment.  In the event of default,  payments made under the Lease may be applied
to Lessee's  obligation  to Lessor in any order Lessor  chooses.  Time is of the
essence with respect to all  payments  due and all other  obligations  of Lessee
under the  Lease.  All  payments  shall be made to Lessor  via  automatic  draft
pursuant to Lessee's  Pre-Authorized  Draft  Request or as Lessor may  otherwise
designate in writing.  In the event Lessee does not authorize the Draft Request,
a monthly  billing  charge of $5 per month shall be added to the Monthly  Rental
Payment.


<PAGE>
     4.  SELECTION  OF  EQUIPMENT.  Lessee  acknowledges  that  Lessor  did  not
participate  in the  selection,  manufacture or supply of the Equipment and that
Lessee  has  made  the  selection  of the  Equipment  and the  supplier  of such
Equipment  based upon its own  judgment.  Lessee agrees to inspect the Equipment
and to execute the "Certificate of Acceptance,"  which is attached hereto,  only
after the  Lessee is  satisfied  that the  Equipment  is  satisfactory  in every
respect.  Lessee hereby  authorizes  Lessor to insert in the Lease any equipment
serial  numbers  and other  identification  data  relating to the  Equipment  as
needed.

     5. DISCLAIMER OF WARRANTIES.  BY SIGNING BELOW,  LESSEE  ACKNOWLEDGES  THAT
LESSOR IS LEASING THE  EQUIPMENT  TO LESSEE "AS IS" AND WITH ALL FAULTS.  LESSOR
MAKES NO  REPRESENTATIONS  AND  DISCLAIMS  ALL  WARRANTIES,  EXPRESS OR IMPLIED,
CONCERNING THE EQUIPMENT,  INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE OR OF  MERCHANTABILITY.  LESSEE HEREBY WAIVES ANY CLAIM
(INCLUDING  ANY CLAIM  BASED ON STRICT OR ABSOLUTE  LIABILITY  IN TORT) IT MIGHT
HAVE AGAINST LESSOR FOR ANY LOSS, DAMAGE (INCLUDING  INCIDENTAL OR CONSEQUENTIAL
DAMAGE) OR EXPENSE CAUSED BY THE EQUIPMENT. Provided Lessee is not in default of
this Lease,  Lessor  hereby  assigns to Lessee and Lessee shall have the benefit
of,  any  and  all  manufacturer's  warranties,  service  agreement  and  patent
indemnities,  if any,  with respect to the  Equipment  provided,  however,  that
Lessee's sole remedy for breach of any such warranty, indemnification or service
agreement  shall be against the  manufacturer  of such Equipment and not against
the Lessor,  nor shall such breach have any effect  whatsoever on the rights and
obligations of Lessor or Lessee hereunder,  LESSEE  ACKNOWLEDGES THAT NETHER THE
SUPPLIER, BROKER NOR THEIR AGENTS OR EMPLOYEES ARE AGENTS OF LESSOR NOR ARE THEY
AUTHORIZED  TO WAIVE OR ALTER ANY TERM OR  CONDITION  OF THIS LEASE  WITHOUT THE
WRITTEN  CONSENT OF LESSOR.  NO  AGREEMENT,  EITHER  WRITTEN OR VERBAL,  BETWEEN
SUPPLIER  AND LESSEE OR BROKER  AND  LESSEE  SHALL  BIND  LESSOR  UNLESS  LESSOR
SPECIFICALLY CONSENTS TO SUCH AGREEMENT IN WRITING.


     6. AMENDMENTS.  No term or provision of this lease may be amended, altered,
waived,  discharge  or  terminated  except by written  instrument  signed by the
parties  hereto,  and, in compliance  with UCC  S2A-208(2)  requiring a separate
signature  of  this  provision.  SEE  REVERSE  SIDE  FOR  ADDITIONAL  TERMS  AND
CONDITIONS WHICH ARE A PART OF THIS LEASE

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<CAPTION>

<S>                                          <C>
ACCEPTED BY LESSOR:                          This agreement shall not be effective until executed by the
                                             Lessee and accepted by an authorized representative of Lessor
                                             at its principal place of business.


LONGWATER CAPITAL CORPORATION                LESSEE        PLAY CO. TOYS & ENTERTAINMENT CORP.


BY                                           BY
                                                                           TITLE

DATE        (LEASE START DATE)               WITNESS                        DATE
</TABLE>

PERSONAL GUARANTY

     In  consideration  Lessor  entering into the above Business Lease Agreement
(the  "Lease"),  the  undersigned  (the  "Undersigned'),  jointly and severally,
personally and  unconditionally  guarantee to Lessor the prompt payment in full,
when due,  of all of Lessee's  obligations  under the Lease  including,  without
limitation,  every  rental  payable  and the  accelerated  balance of rentals if
demanded by Lessor.  Lessor shall not be required to proceed  against  Lessee or
Equipment  or  to  enforce  any  other  remedy  before  proceeding  against  the
Undersigned. The Undersigned agree to pay all attorneys' fees and other expenses
incurred by Lessor by reason of any default of Lessee or in enforcing  the Lease
or this  Guaranty.  The  undersigned  waive notice of acceptance  hereof and all
other  notices or demands of any kind to which the  Undersigned  may be entitled
and  consent to the  granting  of  extensions  of time for payment to Lessee and
other obligors and guarantors and to any other  amendments or adjustments in the
terms  of the  Lease.  This  Guaranty  shall  bind  the  heirs,  administrators,
representatives,  successors and assigns of each of the  Undersigned  and may be
enforced by or for the  benefit of any  assignee or  successor  of Lessor.  This
Guaranty shall be governed by the laws of the State of Missouri. The Undersigned
acknowledge  that for  purposes of  enforcement  of this  Guaranty,  each of the
Undersigned is conducting  business n the State of Missouri and each agrees that
in the event of any litigation related to the Lease or this Guaranty,  venue and
jurisdiction  shall be proper in the Circuit Court for the City or County of St.
Louis, State of Missouri
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<CAPTION>

<S>                                                                   <C>
SIGNATURE                                                             SIGNATURE

   (INDIVIDUAL CAPACITY)                                              (INDIVIDUAL CAPACITY)

   (PRINT NAME)                                                       (PRINT NAME)

   HOME ADDRESS AND PHONE NUMBER                                      HOME ADDRESS AND PHONE NUMBER

   DATE                                                                     DATE

</TABLE>


<PAGE>
                             EQUIPMENT SCHEDULE "A"

DATE

     This  schedule  is made a part of lease  number  between:  PLAY CO.  TOYS &
ENTERTAINMENT CORP. and LONGWATER CAPITAL CORP.


EQUIPMENT LOCATED AT:               TOYS INTERNATIONAL
                                    20 CITY BLVD. WEST #203
                                    ORANGE, CA  92868


QUANTITY          EQUIPMENT                                             SERIAL #

1         1        THEMED TREE HOUSE

1         24' LETTERSET (TOYS INTERNATIONAL)

1         14' BEAR LOGO

1         CUSTOM AWNING


EQUIPMENT LOCATED AT:               TOYCO
                                    6170 WEST GRAND AVENUE
                                    GURNEE, IL 60031

         3                 READING CORNER INTERIOR WALL SIGNS





     Lessor: Longwater Capital Corporation Lessee: PLAY CO. TOYS & ENTERTAINMENT
CORP.

By:                                                          By:



<PAGE>
                                       LCC
                          LONGWATER CAPITAL CORPORATION
                                 PURCHASE OPTION


     Provided  Lessee is not in default  under the terms of a certain  Equipment
Lease  dated  between  Longwater  Capital  Corp.  as lessor and PLAY CO.  TOYS &
ENTERTAINMENT  CORP.  as Lessee and upon 60 days prior  written  notice,  Lessee
shall have the right to purchase the equipment  leased  thereunder at the end of
the original or any renewal term of said Lease in whole and not in part,  and on
an as-is where-is basis, for the sum of $1.00.

<TABLE>
<CAPTION>

<S>                                                           <C>
By:      _________________________                            Date:             _________________________
Lessee:

By:      _________________________                            Date:             _________________________
</TABLE>

Barry Longwater
President
3251 Poplar Ave., Suite 130  Memphis, TN  38111
tel (901) 323-7009  toll-free (800) 246-7122  fax (901) 323-4030



                        Assignment of Lease and Equipment

     For value received,  the undersigned as lessor (the "Lessor") hereby sells,
assigns,   transfers  and  sets  over  unto  TRUSTCORP   CAPITAL   LEASING  (the
"Assignee"),  its successors and assigns, without recourse,  except for a breach
of any  representation of warranty  contained herein,  all its right,  title and
interest in and to, but none of the obligation, duties, or liabilities of Lessor
contained in that certain lease dated 5/7/99 (the  "Contract"),  the original of
which is annexed  hereto,  between the undersigned as Lessor and PLAY CO. TOYS &
ENTERTAINMENT  CORP. as Lessee (the  "Lessee"),  together with all other rights,
powers,  and  remedies  of the  Lessor  under said  Contract  and the monies due
thereunder,  including  all  guarantees  or  collateral  of any kind  pertaining
thereto,  and Lessor shall transfer to Assignee all of Lessor's  rights,  title,
and  interest in the personal  property  described  therein  (the  "Equipment").
Assignee  shall  have the  right,  either in it's own name or in the name of the
Lessor,  to take all legal,  collection,  billing,  and other  proceedings which
Lessor  could  have  taken but for this  Assignment,  plus the right to  endorse
Lessor's name upon any and all negotiable instruments for the payment of money.

     Lessor  warrants  that  said  Contract  and  all  related   instruments  of
guaranties  are genuine and  enforceable  in  accordance  with their  respective
terms;  represent  valid  obligations;  are not subject to  defense,  set off or
counterclaim;  and are the only ones  executed  with  respect to the  Equipment.
Lessor  further  warrants all  statements,  including but not limited to amounts
due, contained in the Contract, related instruments and guaranties are true; the
Equipment  described  in said  Contract has been  delivered  to, and accepted by
Lessee in condition  satisfactory to Lessee; there are no maintenance or service
payments included in the rental payments due under the Contract;  Lessor has the
power and authority to convey the Contract to Assignee, and to transfer title to
the Equipment to Assignee; at the time of this Assignment, title to the Contract
and to the  Equipment  was  vested in the  Lessor  free and clear of all  liens,
claims,  and  encumbrances;  and Lessor will comply with all its  warranties and
other obligations to Lessee.

     In the event of the breach of any warranty or representation herein, Lessor
shall, upon demand, repurchase the Contract from Assignee for the unpaid balance
due thereon, and Assignee shall have the same rights and remedies against Lessor
the  Lessor  would  have had  against  Lessee  if there had been a breach of the
Contract by Lessee.

     This  Assignment and the rights and  obligations  of the parties  hereunder
shall in all respects be governed by, and construed in accordance  with the laws
of  the  State  of MO  including  all  matters  of  construction,  validity  and
performance.

Lessor: Longwater Capital Corp.



Barry Longwater, President

Date: