EXHIBIT 10.131
                     ABC FUND, INC. ASSIGNMENT OF DEBENTURE

                         ASSIGNMENT OF CONVERSION RIGHTS

     The undersigned ABC FUND, INC. ("Assignor"), in consideration of the sum of
Ten and 00/100 ($10.00) Dollars (the "Purchase Price"),  does hereby assign unto
TUDOR TECHNOLOGIES,  INC., a British Virgin Islands corporation ("Assignee") all
of the Assignor's  right,  title and interest in and to its right to purchase up
to an aggregate of twenty-five  (25%) percent of the  outstanding  shares of the
common stock of Toys International,  Inc. ("Toys"), a wholly-owned subsidiary of
Play Co. Toys & Entertainment  Corp. ("Play Co.") all as more fully set forth in
a certain  Letter  Agreement  dated June 30, 1998 between  Assignor and Play Co.
(the "Right").

     Assignor represents and warrants that:

     Assignor  further  represents  and warrants that it is duly  authorized and
empowered  to execute  and  perform  this  Agreement.  Assignor  represents  and
warrants that Assignor has not previously assigned, sold or pledged the Right to
any third party,  in whole or in part,  that  Assignor owns and has title to the
Right free of any and all liens,  security interests or encumbrances of any kind
or nature whatsoever.

     Assignor  hereby  irrevocably  appoints  Assignee  as its true  and  lawful
attorney and authorizes Assignee to act in Assignor's stead, to demand, sue for,
compromise and recover,  with respect to the Right, all sums due or certificates
to be issued.  Assignor  grants unto  Assignee  full  authority to do all things
necessary  to  enforce  the Right and its  rights  thereunder  pursuant  to this
Assignment.  Assignor  agrees  that the  powers  granted by this  paragraph  are
discretionary  in nature and the  Assignee  may  exercise or decline to exercise
such powers at  Assignee's  sole  option.  Assignor  agrees to take such further
action,  at its own  expense,  as may be  necessary  or desirable to effect this
Assignment  to  Assignee  including,   without  limitation,   the  execution  of
appropriate  transfer  powers,  corporate  resolutions  and  consents.  Assignor
further  grants to  Assignee  the right as its  attorney-in-fact  to do, sign or
perform all of the foregoing.

     This  Assignment  by Assignor to  Assignee  is without  recourse.  Assignee
acknowledges  that  except as set forth  neither the  Assignor  nor any agent or
representative  of Assignor has made any  representation  whatsoever to Assignee
regarding the condition of Play Co. or any other matter.  Assignee  acknowledges
that it has made its own analysis and decision to enter into this Assignment.

     The terms of this Assignment  shall be binding upon, and shall inure to the
benefit of  Assignor,  Assignee  and their  respective  successors  and assigns.
Assignor hereby  acknowledges that Assignee may at any time re-assign the Right,
together  with  all  right,  title  and  interest  of  Assignee  in and to  this
Assignment,  without  further  consent  of  Assignor.  All  representations  and
warranties  made  herein  shall  survive  the  execution  and  delivery  of this
Assignment and any such re-assignment.

     This  Assignment  shall be governed by and construed in accordance with the
laws of the State of California.

     IN WITNESS  WHEREOF,  the undersigned have duly executed this Assignment by
their duly authorized representatives on the 15th day of September, 1998.
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<S>                                                           <C>
ASSIGNOR:                                                     ASSIGNEE:

ABC FUND, INC.                                                TUDOR TECHNOLOGIES, INC.



By:                                                           By:
Title:                                                        Title:
Address:                                                      Address:

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