Exhibit 10.104
    Promissory Note with Amir Overseas Capital Corp. (dated November 9, 1998)


                                 PROMISSORY NOTE

$250,000.00                                                     November 9, 1998



     FOR  VALUE  RECEIVED,  PLAY CO.  TOYS &  ENTERTAINMENT  CORP.,  a  Delaware
corporation,  having an address of 550 Rancheros Drive,  San Marcos,  California
92069  ("Maker"),  promises to pay to the order of AMIR OVERSEAS  CAPITAL CORP.,
having an address Via Cantonale 116, Lugano, Switzerland CH690 ("Holder"), or at
such other place as may be designated in writing by any other holder hereof, the
sum of Two Hundred Fifty Thousand and 00/100 ($250,000.00)  Dollars ("Sum"), and
interest thereon at the rate of twelve (12%) percent per annum. The Sum shall be
due and payable,  plus all accrued interest on demand but in no event later than
January 29, 1999.

     Notwithstanding anything contained in this Promissory Note to the contrary,
any  payments  due and owing to the Holder  under and  pursuant to the terms and
conditions of this  Promissory  Note shall be paid in accordance with directions
given in writing  to the Maker by the  Holder  not less than three (3)  business
days prior to the date when such  payment(s)  are due,  if and only in the event
that the Holder  desires a payment to be made to a person,  firm or entity other
than the Holder.

     The  Holder  shall not by any act,  delay,  omission,  or failure to act be
deemed to have waived any right,  power,  privilege or remedy hereunder,  and no
waiver whatsoever shall be valid unless in writing and signed by the Holder, and
then only to the  extent  therein  set  forth;  nor shall any  single or partial
exercise of any right, power, privilege or remedy hereunder preclude any further
exercise  thereof,  or the exercise of any further  right,  power,  privilege or
remedy. The rights and remedies herein provided are cumulative and not exclusive
of any  rights  or  remedies  provided  by law and may be  exercised  singly  or
concurrently.  A waiver by the Holder of any right or remedy  under the terms of
this  Promissory  Note, on any one occasion,  shall not be construed as a bar to
any right or remedy  which the  Holder  would  otherwise  have had on any future
occasion.

     The entire outstanding  balance of the principal amount and all accrued but
unpaid interest and late charges, if any, shall be become due and payable at the
option of Holder or any other holder  hereof  immediately  upon the happening of
any of the following events ("Event of Default"):

     a. a default in payment of any amount due pursuant to this  Promissory Note
or any other Promissory Note issued by Maker to Holder  continuing  beyond three
(3) days  after  written  notice of such  default  is given by the Holder to the
Maker; or

     b. the filing of a petition in voluntary or  involuntary  bankruptcy  by or
against Maker or any guarantor of this Promissory  Note, the general  assignment
for the benefit of creditors of Maker or any guarantor of this Promissory  Note,
or the  appointment  of a  receiver  or  trustee  of any  assets of Maker or any
guarantor of this Promissory Note; or

     c. default in the Obligations of the Maker to FINOVA Capital Corporation or
Multimedia Concepts International, Inc. for borrowed money, which shall continue
for a period of seven (7) days after the expiration of any "cure period"; or

     d.  default by Maker  under any other note or  security  agreement  between
itself and third parties which is senior in right to the rights of the Holder.

     A late charge on any payments of principal  and/or  interest made more than
five (5) days after the due date thereof shall be paid at the rate of two (2.0%)
percent per month or portion thereof that said payment remains unpaid.

     It is not  intended  hereby to charge  interest  at a rate in excess of the
maximum  rate  of  interest  permitted  to be  charged  to  Maker  hereof  under
applicable  law,  but if,  notwithstanding,  interest in excess of such  maximum
legal rate shall be paid hereunder, the excess shall be retained by Payee or any
other holder of this  Promissory  Note as cash collateral for the payment of the
outstanding principal amount and may be applied to pay same.

     Maker hereby waives  presentment  for payment,  demand,  of non-payment and
dishonor,  protest,  of protest and any other that may be required under the law
in connection with enforcement of this Promissory Note.

     Maker  shall  pay any and  all  expenses,  including  but  not  limited  to
reasonable  attorneys'  fees,  incurred by Payee or any other  holder  hereof in
seeking  payment of amounts due  pursuant  to this  Promissory  Note,  and Maker
hereby  waives trial by jury in any  litigation  arising out of or in connection
with this Promissory Note.

     This  Promissory  Note is  non-negotiable.  This Promissory Note may not be
modified or the face hereof canceled except in a writing, signed by Maker and by
Holder or any other holder of this  Promissory  Note. This Promissory Note shall
be interpreted and enforced in accordance with the laws of the State of Delaware
without  regard to any principles of conflicts of law. The parties hereto hereby
consent to the  jurisdiction  of the Courts of the State of Delaware  and of the
United States District Court for the District of Delaware in connection with any
and all  actions  commenced  with  respect to this  Promissory  Note and further
consent  that any notice,  process or notice of motion or other  application  to
either of said courts or judges  thereof may be served in or out of the State or
District of Delaware by certified or registered  mail return receipt  requested,
or by personal service, provided a reasonable time for appearance is allowed, or
in such other manner as may be permitted by either of said courts.

PLAY CO. TOYS & ENTERTAINMENT CORP.



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