Exhibit 10.117

                            FRAMPTON INDUSTRIES, LTD.

                                                              January 4, 1999
Mr. James Frakes
Secretary/Chief Financial Officer
Play Co. Toys & Entertainment Corp.
550 Rancheros Drive
San Marcos, California  92069

         Re:      Play Co. Toys & Entertainment/Frampton Industries

Dear Jim:

     This Letter Agreement  ("Agreement") will confirm that Frampton Industries,
Ltd.  ("Frampton")  intends to act as an exclusive placement agent and financial
advisor for Play Co. Toys &  Entertainment  Co. ("Play Co." or the "Company") in
connection with the proposed  offering,  on a best efforts basis, of convertible
debentures   (the   "Debentures")   for  a  total  amount  of  $5,000,000   (the
"Transaction"  or the  "Offering").  The terms and conditions of the Transaction
are substantially defined and set forth in Exhibit "A".

     In  consideration  of the premises and the mutual  covenants and agreements
contained herein, the parties agree as follows:

     1. Engagement: Except for the provisions which are intended to apply in the
future,  this  Agreement  shall end the  earlier of (a) six (6) months  from the
execution  of this  Agreement  which,  at the sole  option of  Frampton,  may be
extended for an additional two (2) months or (b) the closing of the  Transaction
(the  "Engagement  Period").  The Company  agrees  that,  during the  Engagement
Period, all discussions with Potential  Investors shall be conducted by Frampton
and the Company shall inform Frampton of any contacts with Potential  Investors.
The Company shall not sell or issue any  securities of the Company of the nature
and type  encompassed in the Offering  during the Engagement  Period without the
consent of Frampton.

     It is specifically understood and agreed that the Offering shall be only to
non-US  citizens  and  non-residents  of the United  States and shall be only to
those  investors  residing in or located in Europe and that no investor  will be
accepted by the  Company  who is a resident  of or citizen of the United  States
(only such non-resident, non-citizen shall be deemed a "Potential Investor").

     2. Information:  In connection with Frampton's  activities on behalf of the
Company,  the Company will furnish  Frampton  with  information  concerning  the
Company, as is reasonably required. To the best of the Company's knowledge,  the
information  provided in written form by the Company will be materially complete
and correct and will not contain any untrue  statement of material  fact or omit
to state a material fact necessary in order to make the  statements  therein not
misleading in light of the circumstances under which the statements are made. At
each  funding  an  officer  of the  Company  will  deliver a signed  certificate
representing the veracity of such statements.

     The Company  acknowledges and agrees that in rendering services  hereunder,
Frampton  will be using and relying  solely on the  information  provided by the
Company  without  independent  verification  thereof by Frampton or  independent
appraisal by Frampton of any of the Company's  assets.  Frampton does not assume
responsibility for the accuracy or completeness of any information regarding the
Company or the Offering.

     3. Fees, Expenses and Additional Services: The Company agrees to pay to the
provider all out-of-pocket  expenses incurred in connection with the Transaction
including,  but not limited to,  accounting fees, legal fees,  printing,  filing
fees, etc. immediately upon receipt of a bill therefor.



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     The Company will pay Frampton one-and-one-half (1-1/2%) percent of the face
amount of each Debenture funded as a non-accountable  expense allowance to cover
Frampton expenses.

     On the closing of any portion of the Offering, Frampton shall receive a fee
equal to eight (8%)  percent  of the face  amount of the  Debenture  funded as a
placement fee.]

     4. Termination: If the Company decides not to proceed with the Offering for
any reason, or if Frampton decides not to proceed with the Offering because of a
material breach by the Company of its  representations,  warranties or covenants
in this Agreement or as a result of material  adverse  changes in the affairs of
the  Company,  or  failure  to meet the  General  Conditions  set  forth in this
Agreement,  the  Company  will  be  obligated  to  reimburse  Frampton  for  its
accountable  expenses.  Should Frampton have sold and actually received funds in
escrow any of the  Debentures  and the Company elects not to close on the funds,
the Company  shall pay to Frampton a fee of eight (8%)  percent of the amount of
funds in escrow.  Frampton shall have no liability to the Company for any reason
should it choose  not to  proceed  with the  Offering  contemplated  hereby.  In
addition, if the Company elects not to proceed with the proposed Offering on the
material terms  specified  herein for any reason (except  Frampton's  failure to
close) and  subsequently  engages in any public offering,  private  placement or
other  transaction  between  the  Company  and any entity  offering  the same or
similar  securities  to the  same  Potential  Investor  within  two  (2)  months
following  the Company's  election not to proceed then Frampton  shall receive a
fee in connection  therewith equal to eight (8%) percent of the amount raised or
consideration received in any such transaction.  Furthermore, the Company agrees
to pay eight (8%) percent  finder's  fee to Frampton if the Company  completes a
Transaction in which Frampton  introduced the Company to the other party (except
for  registered  broker/dealers)  for a period  of  eight  (8)  months  from the
execution of this Agreement.]

     5.  Indemnification:  In consideration of this Agreement the Company agrees
to indemnify and hold Frampton, its affiliates and their respective officers and
directors, employees and agents and any other person controlling Frampton or any
of its affiliates  ("Indemnified  Person") from and against any losses,  claims,
damages or liabilities  relating to or arising out of or in connection  with the
Engagement  and  will  reimburse  each  Indemnified   Person  for  all  expenses
(including fees and expenses of counsel) as they are incurred in connection with
investigating,  preparing,  pursuing or defending  any action,  claims,  suit or
proceeding  arising out of or in connection  with the  Engagement.  The Company,
however, will not be responsible for any losses,  claims, damages or liabilities
or expenses  relating  thereto that are finally  judicially  determined  to have
resulted from the wilful  misconduct or recklessness of a material nature of any
Indemnified  Person.  The Company also agrees that no  Indemnified  Person shall
have any liability to it, for or in connection  with the  Engagement  except for
any such liability for losses,  claims, damages or liabilities incurred that are
finally  judicially  determined to have  resulted from the wilful  misconduct or
recklessness of a material nature of such Indemnified  Person. Each party agrees
to give to the other  timely  notice of any such  claim or demand to permit  the
other to conduct such defenses as are appropriate.

     6. Entire Agreement:  This Agreement and Exhibit "A" incorporate the entire
understanding  of the  parties  with  respect  to the  subject  matter  of  this
Agreement  and  supersedes  all  previous  agreements  or  understandings.  This
Agreement  may be modified only by a written  agreement  signed by both parties.
This  Agreement may not be assigned by either  party.  In the event either party
shall  resort to legal  counsel in order to  construe  or enforce  any rights or
obligations  hereunder,  the  prevailing  party shall be entitled to  reasonable
costs and expenses, including attorneys' fees in connection therewith.

     7. Resolution of Disputes: This Agreement shall be interpreted and governed
by the laws of the State of  Delaware.  Frampton and the Company will attempt to
settle  any  claim  or  controversy   arising  out  of  this  Agreement  through
consultation  and negotiation in good faith and a spirit of mutual  cooperation.
If  those  attempts  fail  then  the  dispute  will be  mediated  by a  mutually
acceptable mediator to be chosen by Frampton and the Company within fifteen (15)
days after written notice from either party demanding  mediation.  Neither party
may  unreasonably  withhold  consent to the  selection  of a  mediator,  but the
parties  will share the cost of the  mediation  equally.  Any dispute  which the
parties cannot resolve  through  negotiation or mediation  within six (6) months
from the date of the initial  demand for it by one of the  parties,  may then be
submitted  to the  courts  for  resolution.  The use of  mediation  will  not be
construed under the doctrine of laches,  waiver or estoppel to adversely  effect
the rights of either  party.  Nothing  herein  shall  prevent  either party from
resorting  to  judicial  proceedings  if (a) good faith  efforts to resolve  the
dispute under these procedures have been unsuccessful or (b) interim relief from
a court is necessary to prevent serious and irreparable injury.

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     8. General Conditions:  Frampton's intention as expressed in this Agreement
is subject to the following General Conditions:

     (a) In its sole discretion, Frampton shall be satisfied with the results of
its due diligence of the Company;

     (b)  there  have  been no  material  adverse  changes  in the  business  or
financial  condition of the Company.  In its sole  discretion  Frampton shall be
satisfied with the Company's progress as well as its outlook for the future.

     (c) The Company will provide financial  projections that have been reviewed
and  approved by both the Company  and  Frampton  for a period to be agreed upon
between the parties.

     (d) The  preparation  of  appropriate  Offering  circulars at the Company's
expense  for  distribution  to  potential   investors  by  Frampton   reasonably
satisfactory to Frampton.

     (e) The  completion  of  satisfactory  due diligence on the Company and its
principal managers.

     Please confirm that the foregoing is in accordance  with our  understanding
by signing and returning to us the enclosed copy of this Agreement.
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Yours very truly,                                                      AGREED TO THIS ___ DAY
                                                                       OF JANUARY, 1999
FRAMPTON INDUSTRIES, LTD.
By__________________________                                           PLAY CO. TOYS & ENTERTAINMENT CORP.
                                                                       By                                          

90885-1

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