Exhibit 10.101
                  Lead Generation/Corporate Relations Agreement

                 LEAD GENERATION / CORPORATE RELATIONS AGREEMENT

     THIS  AGREEMENT  is made this  22nd day of July,  1998,  between  CORPORATE
RELATIONS GROUP, INC., a Florida corporation  (hereinafter  "CRG"), and PLAY CO.
TOYS & ENTERTAINMENT CORP., a Delaware corporation (hereinafter the "Client").

                                    RECITALS

     1. The Client wishes to retain CRG to provide corporate  relations services
to the Client.

     2. CRG is willing to provide such corporate  relations services as are more
fully described herein.

NOW THEREFORE,  in consideration of the mutual promises  contained herein, it is
agreed as follows:

     1.  Furnishing of  Information  by Client.  The Client shall furnish to CRG
information  about the Client such as copies of disclosure and filing materials,
financial statements,  business plans, promotional information and background of
the Client's officers and directors  ("Information  Package").  The Client shall
update the  Information  Package  periodically  to inform CRG of any  materials,
events, etc. The Client understands that the sole purpose for providing CRG with
the  Information  Package is for  utilization  in a Lead  Generation / Corporate
Relations program. CRG is not obligated to assess the financial viability of the
Client. CRG may rely on, and assume the accuracy of the Information Package.

     2. Representations and Warranties of Client. The Client represents that the
information  included in the Information  Package furnished to CRG shall include
information provided in the Company=s SEC filed reports and public information.

     3. Covenants of the Client and CRG. The Client  covenants and warrants that
any information  provided in the Information  Package for dissemination  will to
its knowledge be truthful,  accurate,  in compliance  with all copyright and all
other  applicable  laws and  regulations and will not be submitted in connection
with any intended  improper or illegal act or deed.  CRG  covenants and warrants
that it nor any of its affiliates,  associates,  employees or consultants  shall
disseminate  any  information not either provided in the Client=s public filings
or in accordance with Paragraph 4 herein.

Services.

     For a period of sixty (60)  months,  pursuant  to the terms  hereof,  CRG=s
services shall specifically  include delivery and performance of items listed in
Exhibit  AA@,  which  is  incorporated  into  this  Agreement  and  making  oral
representations  on behalf of the Client the parties  shall follow the following
procedures:  (a) Preparation of Proofs.  CRG shall prepare written proofs and/or
tapes of the agreed upon materials and  information,  as set for  dissemination,
for the  Client's  review and  approval.  (b)  Correction  and Changes of Proofs
and/or  Tapes.  CRG shall make all  corrections  and changes that the Client may
request.  Sign Offs. A duly authorized  representative  of the Client shall sign
all approvals, corrections and change of proofs by the Client. The Client hereby
designates  the  individual(s)  listed  in  Exhibit  "C"  hereof  as  authorized
representatives  for purposes of this  paragraph  4(a), (b) and (c); and CRG may
rely upon this designation.  CRG shall use its best efforts to perform all items
listed in Exhibit AA@ hereto, in a timely and efficient manner.

     5. Compensation. Refer to Exhibit "B".

     6. It is understood  and agreed by the Parties that the above  compensation
in U.S. currency,  or free trading shares of the Company,  should be paid timely
upon  execution  of this  Agreement.  CRG will  retain  the  option,  but is not
compelled to begin its performance  under this Agreement prior to the payment of
such  compensation  in U.S.  currency or free trading shares in accordance  with
Exhibit AB@.


<PAGE>
     7.  Assumption of Liability  and  Indemnification.  The Client  assumes and
claims all  responsibility  and  liability  for the  content of all  information
disseminated  on behalf of the Client  which have been  approved by Client.  The
Client  shall  indemnify  and hold CRG,  its  subsidiaries  and  parent  Company
harmless  from and  against all  demands,  claims or  liability  arising for any
reason due to the context of information  disseminated  on behalf of the Client.
This  indemnity  shall  include  any costs  incurred by CRG  including,  but not
limited to, legal fees and expenses incurred both in administrative proceedings,
at trial and  appellate  levels,  in  settlement  of claims  and  payment of any
judgment  against CRG. CRG for its part shall  indemnify the Client  against any
and all  publication of erroneous  facts or figures done without  Client=s prior
written approval or against any acts of CRG employees  promoting the Client,  in
the  course  and  scope  of  their  employment,   which  may  be  illegal.  This
indemnification  shall  include  the payment of  attorney=s  fees if any suit is
filed and the subsequent costs of said suit.

     8.  Termination  for Fraud or Criminal Acts. The client further agrees that
CRG may terminate this Contract without recourse to the Client if the Company is
found  to  be in  material  violation  of  rules  promulgated  by  any  criminal
regulation or the Securities Exchange Commission.  Illegal activity per se shall
include  but not be limited to the  release by the  Company of  knowingly  false
information or the illegal payment of any securities or money to brokers; not to
include any payment  made under this  agreement.  In the event of such action by
the Company, CRG will be entitled to retain any and all monies prior paid.

     Assignment and Delegation.  Neither party may assign any rights or delegate
any duties hereunder without the other party's express prior written consent.

     10. Entire  Agreement.  This writing  contains the entire  agreement of the
parties. No representations were made or relied upon by either party, other than
those expressly set forth. Furthermore, the Client understands that CRG makes no
guarantees,  assurances  or  representations  in  regard to the  results  of its
corporate  relations  program.  No agent,  employee or other  representative  of
either  party is  empowered  to alter any of the  above  terms,  unless  done in
writing and signed by an executive officer of the respective parties.

     11.  Controlling Law and Venue. This Agreement's  validity,  interpretation
and performance shall be controlled by and construed under the laws of the State
of Florida.  The proper  venue and  jurisdiction  shall be the Circuit  Court in
Orange County, Florida.

     12.  Prevailing  Party.  In the  event  of  the  institution  of any  legal
proceedings or litigation, at the trial level or appellate level, with regard to
this  Agreement,  the  prevailing  party shall be  entitled to receive  from the
non-prevailing party all costs, reasonable attorney's fees and expenses.

     Failure  to  Object  not a Waiver.  The  failure  of  either  party to this
Agreement  to object  to, or to take  affirmative  action,  with  respect to any
conduct of the other which is in violation of the terms of this Agreement  shall
not be  construed  as a waiver of the  violation  or  breach,  or of any  future
violation, breach or wrongful conduct.

     CRG is not an Agent or Employee of the Client. CRG=s obligations under this
Agreement are solely as a an  independent  contractor.  In no event shall CRG be
considered  to act as an employee or agent of Client or  otherwise  represent or
bind Client. All final decisions with respect to acts of Client,  whether or not
made  pursuant to or in reliance on  information  or advice  furnished by CRG in
this Agreement,  shall be those of Client. CRG=s employees or agents shall under
no  circumstances  be liable for any expense incurred or loss suffered by Client
as a consequence of such action or decisions.

     Expenses. Client shall not be responsible for any expenses not pre-approved
in writing.  All expenses  incurred by CRG for performance under this Agreement,
including the delivery of the items  described in Exhibit AA@, shall be borne by
CRG,  except as  specifically  addressed in this Agreement and  pre-approved  by
Client.


<PAGE>
     Confidential Information.  AConfidential Information@ means any proprietary
information,  technical  data or  know-how  disclosed  to CRG by Client,  either
directly or indirectly in writing, orally, by drawing, or by inspection or other
tangible items. Confidential information shall include, without limitation,  all
intellectual  property;  business  relationships and plans;  product,  research;
financial  projections and plans; of Client  disclosed to or discussed with CRG.
CRG agrees not to use any of Client=s or any of its parent or sibling companies=
confidential information for its own uses or for any purpose except to carry out
discussions or a business  understanding  between Client and CRG. CRG agrees not
to disclose any of Clients confidential information to any third party and, that
they will take all  reasonable  measures  to  protect  the  secrecy of and avoid
disclosure of confidential information.  CRG acknowledges that nothing contained
in this Agreement will be construed as granting any rights,  by license or other
otherwise,  to any of Client=s or its parent or sibling companies=  confidential
information.

     17.  Notices.  All notices or other documents under this Agreement shall be
in  writing  and  delivered  personally  or mailed by  certified  mail,  postage
prepaid, addressed to the representative or Company as follows:
    


         Company:          CORPORATE  RELATIONS  GROUP,  INC.
                           1947 Lee Road
                           Winter Park, FL  32789
                           Attention:   Joseph H. Landis, President

         CLIENT:           PLAY CO. TOYS & ENTERTAINMENT CORP.
                           550 Rancheros Drive
                           San Marcos, CA   92069
                           Attention:   Richard L. Brady, President & CEO


     18.  Headings.  Headings in this Agreement are for convenience  only not be
used to interpret its provisions.

     19. Time.  For all intents and  purposes,  time is of the essence with this
Agreement.

     20. Agreement Not To Hire. The Client  understands and appreciates that CRG
has invested a tremendous  amount of time,  energy and expertise in the training
of its  employees to be able to provide the very  service  that Client  desires.
Client further understands that should an employee be enticed to leave, then CRG
will be damaged in an amount the parties are  incapable of  calculating  at this
time.  Therefore,  the Client agrees not to offer  employment to any employee or
subcontractor  of CRG,  nor to allow any  officer or director of Client to offer
such  employment  with  Client  or any other  Company  with  whom  officers  and
directors of Client are employed or hold a financial stake for a period of three
(3) years.

     IN WITNESS  WHEREOF,  this Agreement is executed as of the date first above
written.

CORPORATE  RELATIONS  GROUP,  INC.

BY:      __________________________
         Joseph H. Landis
         President

PLAY CO. TOYS & ENTERTAINMENT CORP.

BY:               __________________________
         Richard L. Brady
         President/CEO

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<PAGE>
                                   EXHIBIT "A"

     The  Corporate  Relations  Services  to be provided by CRG for a sixty (60)
month period are as follows:

ADVERTISING and PRINTING SERVICES

     A. MoneyWorld  Magazine - Lead Generation mailing (300,000 print run total)
A four  color  magazine,  MoneyWorld  Magazine  will be  created  in  which  the
following advertorials will be dedicated to the Client: Four page advertorial in
two (2)  separate  issues and;  Junior  Page  advertorial  in four (4)  separate
issues.

     FinancialSentinel  B Lead  Generation  mailing  (minimum  100,000 print run
total)  The  following  advertorials  will be  dedicated  to the  Client  in the
Financial  Sentinel:  Two Page  advertorial in two (2) separate  issues and; One
Page advertorial in three (3) separate issues.

     C. Growth  Industry  Report B Four-page,  two-color  follow-up  mail pieces
designed for  additional  informational  purposes,  that is mailed to MoneyWorld
respondents. A total of 15,000 will be printed.

     D.  The  Core  Broker  Program  - CRG will  produce  a core of 8-10  retail
brokers,  market  makers  and/or money  managers who will take  positions in the
stock of AClient@.  This process will begin  immediately  upon CRG receiving the
payment as stipulated in Exhibit AB@ and will be completed no later than a month
before  mailing  occurs.  Upon  completion,  selection  and approval of the Core
Broker Group, CRG will arrange a Core Broker meeting,  which will include a show
and tell from the top  management  of the  AClient@  in  training  of these Core
Brokers.  The Client will cover all expenses of the Core Broker meeting.  Client
will have prior approval of all expenses and will arrange the meeting.

     E. Public  relations  exposure to newsletter  writers,  trade and financial
publications.  The Client shall be totally  responsible  for all travel expenses
for the  purpose of two (2) due  diligence  trips of the  Company  by  financial
newsletter  writers  and/or  brokers.  The Client  will have total  pre-approval
rights on these trips.

     F.  Inclusion as a featured "Lead  Generator of the Month" in  Confidential
Fax Alert, a newsletter transmitted by fax to over 8,000 Brokers.

     Preparation  of a Broker  Bullet Sheet to be sent to every broker who shows
interest in working the leads and the stock.

     Lead  Tracking  Summary  maintained  for all response  leads  generated and
provided to the AClient@ upon request.

     Press  releases  B Up to four (4)  press  releases  included  which  may be
extended at the option of the AClient@, at the Client=s expense.

     Road Shows - Locations to be determined.  Client will cover all expenses of
Road Shows. Client will have prior written approval of those expenses.

     Advertising on MoneyWorld web site for a period of 60 days (the advertising
will parallel to an advertorial in MoneyWorld magazine).

     Introduction to our web site company. Additional assistance is available to
the Client related to web site development and maintenance.

     L. Arrow Marketing, Inc., a sister company of CRG, will produce at its cost
due diligence  packages for the Client. CRG will then distribute at its own cost
the due diligence packages to all inquiring brokers. The Client shall supply the
necessary  information  and possible  third party brochure and catelogs for this
package.

     M.  CRG  targets  a  minimum  of 3%  return  of  qualified  investor  leads
specifically generated for the Company.


<PAGE>
     N. Assistance in reviewing documentation to be sent to brokers.

     O. "Client" agrees to send CRG, DTC sheets on a weekly basis.

     "Client"  agrees to  provide  CRG with a  complete  shareholders  list on a
semi-annual basis.

     "Client"  agrees  to  provide  CRG with a list of Blue Sky  states on their
attorney's letterhead.

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<PAGE>
                                   EXHIBIT "B"
                                PAYMENT AGREEMENT
                               made by and between

                       PLAY CO. TOYS & ENTERTAINMENT CORP.

                                       and

                         CORPORATE RELATIONS GROUP, INC.

     THIS  AGREEMENT  is made  this  22nd day of  July,1998,  and will  serve as
confirmation  of payment  terms for  services  to be  provided  PLAY CO.  TOYS &
ENTERTAINMENT  CORP.  ("CLIENT") whereby CORPORATE RELATIONS GROUP, INC. ("CRG")
has agreed to  perform  said  services  as  defined  in the "Lead  Generation  /
Corporate Relations Agreement."

                                      TERMS

     A. CLIENT will pay to CRG, ONE HUNDRED THOUSAND DOLLARS  ($100,000 U.S. cy)
upon the execution of this agreement.  The Client shall also issue 50,000 shares
of Series E preferred stock.

     B. This Agreement is subject to compliance  with the rules of the Exchanges
and Securities Commissions on which Client is listed and registered.

     C. It is  understood  and agreed by and between the Parties  that the above
compensation in U.S. currency, or free trading shares of the Company for which a
registration  statement has been filed,  should be paid timely upon execution of
this  Agreement.  CRG will retain the option,  but is not compelled to begin its
performance  under this Agreement  prior to the payment of such  compensation in
U.S. currency or free trading shares.

     D. In the event of termination  of this Agreement by the Client,  CRG shall
be fully  released  and  forever  discharged  by the  Client  from  any  further
obligations or liabilities after proving such mitigating damages with respect to
the "Lead  Generation / Corporate  Relations  Agreement",  with the exception of
liabilities  arising  from  CRG=s  own  negligence,  during  the  term  of  this
Agreement.  Concurrently,  Client shall be fully released and forever discharged
by CRG from any and all  obligations  of further  payments or  liabilities  with
respect to the "Lead Generation / Corporate  Relations  Agreement." This release
in no way  affects  paragraph  7, page 2 of the  "Lead  Generation  /  Corporate
Relations Agreement."

     E.  Shares  shall be made free  trading  through the  registration  that is
mutually agreed upon by the "Client's" attorney and CRG's attorney.

     Client  shall issue  options to CRG as outlined  below in  accordance  with
option  agreements  to be delivered  with this  Agreement.  Amount Price 350,000
shares of Common Stock at $0.78125 400,000 shares of Series E Preferred Stock at
$2.25

     G. Duration of Options The Client further agrees that the options stated in
terms "F" of this Exhibit shall be  obtainable  by CRG in 1/3  increments of the
total  options.  These options  shall be applied as follows:  1/3 of the options
shall  be  exercisable  for a  period  of 60 days  commencing  on the  date  the
registration is declared  effective as referenced in Paragraph H hereto and; 1/3
of the options shall be exercisable  for a period of 60 days  commencing 60 days
after the  registration  is declared  effective  and; the  remaining  1/3 of the
options shall be exercisable  for a period of 240 days commencing 120 days after
the registration is declared effective.

     H. The Client  further  agrees to  register  all Common  Stock and Series E
Preferred Stock stated herein under the appropriate  registration such as an S-3
for the above  mentioned stock within 30 days from the signing of this contract.
Said shares shall be  effective  no later than 120 days from said  registration.
Should  the  Client  fail to affect  the  appropriate  registration  within  the
aforementioned  time,  the Client and CRG agree that CRG shall be entitled to an
additional 10% penalty of the option shares.
<PAGE>
IN WITNESS  WHEREOF,  this  Agreement  is  executed  as of the date first  above
written.

CORPORATE  RELATIONS  GROUP,  INC.

<TABLE>
<CAPTION>

<S>                                                                                     <C>
BY: ________________________________                                                    ________________________
         Joseph H. Landis                                                               Witness
         President

PLAY CO. TOYS & ENTERTAINMENT CORP.


BY: ________________________________                                                    _________________________
         Richard L. Brady                                                               Witness
         President/CEO
</TABLE>

                                       30



<PAGE>



                                   EXHIBIT "C"



     PLAY CO. TOYS & ENTERTAINMENT  CORP. hereby designates the following person
or  persons  to act on its behalf  for  purposes  of  signing  off on all copies
pursuant to Paragraph 4 of this Corporate Relations Agreement. CRG may rely upon
the signature of any of the following:




<TABLE>
<CAPTION>

_____________________________
<S>                                                           <C>
DIRECTOR  (PLEASE SIGN)                                       DIRECTOR  (PLEASE PRINT)




______________________________
PRESIDENT  (PLEASE SIGN)                                      PRESIDENT  (PLEASE PRINT)




______________________________
VICE PRESIDENT  (PLEASE SIGN)                                 VICE PRESIDENT  (PLEASE PRINT)
</TABLE>

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