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                                                                EXHIBIT-10.24



             DATED 27 November 1996
                                   
                                   
                                   
                                   
                                   
                                   
             (1) BLUEBIRD TOYS PLC 
                                   
                                   
                                   
                                   
             (2) U.K. CAN LIMITED  





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                                    LEASE

                     relating to Dragon Parc Industrial
                           Estate  Merthyr Tydfil


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                        [BOODLE HATFIELD LETTERHEAD]
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THIS LEASE made the  twenty-seventh day of 27 November One thousand nine
hundred and ninety-six  BETWEEN  BLUEBIRD TOYS PLC (Company Registration No.
1485995) whose registered office is at The Mulberrys  Kembrey Park  Swindon SN2
6YP (hereinafter called "the Landlord" which expression shall where the context
so admits include the person or persons for the time being entitled to
reversion immediately expectant on the term hereby created) of the one part and
U.K. CAN LIMITED (Company Registration No. 3153735) whose registered office is  
at Adelaide House  London Bridge  London EC4R 9HA (hereinafter called "the
Tenant" which expression shall where the context so admits include its
successors in title) of the other part WITNESSES as follows: 
1.      IN consideration of the sum of Five million four hundred and sixty five
thousand pounds (L.5,465,000) exclusive of Value Added Tax (the receipt whereof
the Landlord hereby acknowledges) and of the rent and covenants on the part of
the Tenant hereinafter contained the Landlord HEREBY DEMISES to the Tenant ALL
THAT land and building forming part of the Dragon Parc Industrial Estate 
Merthyr Tydfil in the County Borough of Merthyr Tydfil as the same is comprised
in title number WA376826 registered at H M Land Registry and shown for the
purpose of identification edged red on the plan attached hereto TO HOLD the
same unto the Tenant for the term of NINE HUNDRED AND NINETY NINE YEARS from
the 29th day of September 1996 subject to and (as the case may be) with the
benefit of the various rights reservations and other matters affecting the
demised premises as the same are referred to in the Property and Charges        
Registers of the said 


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title number WA376826 YIELDING AND PAYING therefor during the said term in
advance on the 29th day of September in every year during the said term the
annual rent of Ten pounds (L.10.00)
2.      THE Tenant HEREBY COVENANTS with the Landlord as follows:-
2.1     To pay the rent hereby reserved and made payable at the times and in
manner aforesaid
2.2     At the Tenant's own expense to execute all works provide and maintain
all arrangements upon or in respect of the demised premises or the use to which
the same are being put that are required in order to comply with the
requirements of any statute (already or in the future to be passed) or any
Government Department local authority other public or competent authority       
or Court of competent jurisdiction regardless of whether such requirements are
imposed upon the lessor the lessee or the occupier
2.3     Not to do in or near the demised premises any act or thing by reason of
which the Landlord may under any statute incur have imposed upon it or become
liable to pay any penalty damages compensation costs charges or expenses
2.4     Without prejudice to the generality of the obligations contained in
Clauses 2.2 and 2.3 to comply in all respect with the provisions of any
statutes and any other obligations imposed by law or by any by laws applicable
to the demised premises or in regard to carrying on the trade or business for 
the time being carried on upon the demised premises
2.5     Within 28 days of any assignment or any transmission or any other
devolution relating to the demised premises to 

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produce for registration with the Landlord's solicitors a certified copy of
such assignment and to pay the Landlord's solicitors' reasonable charges for
registration of every such document such charges not being less than L.25
2.6     To be responsible for and to keep the Landlord fully indemnified against
2.6.1   all damages losses costs expenses actions demands proceedings claims and
liabilities made against or suffered or incurred by the Landlord arising        
directly or indirectly out of any act or omission or negligence of the Tenant
or any persons at the demised premises expressly on impliedly with the Tenant's
authority or any breach or non-observance by the Tenant of the covenants
conditions or other provisions of this lease or any of the matters to which the
demise is subject
2.6.2   any tax or imposition which becomes payable either during the said term
or after its ending by reason of any act or default of the Tenant or any person
deriving title under the Tenant or their respective agents servants and
licensees
2.6.3   all actions claims and liabilities for any breach of the covenants on
the part of the transferee contained in the Transfer of the demised premises
dated 8th August 1996 and made between Bluebird Toys (UK) Limited (1) and the
Landlord (2) in respect of the obligations arising under a Transfer of the      
demised premises dated 3rd April 1987 made between Hoover Plc and Avana Group
Plc ("the Hoover Transfer") to pay one half of the reasonable cost of
maintenance and repair and (when necessary) replacement of the boundary fence
marked A-B on the plan attached to the Hoover Transfer


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2.7     At the expiration of the said term to yield up the demised premises in
accordance with the terms of this lease
3.      THE Landlord HEREBY COVENANTS with the Tenant that the Tenant paying the
rent hereby reserved and made payable and performing and observing the several
covenants conditions and agreements herein contained and on the Tenant's part
to be performed and observed shall and may peaceably and quietly hold and enjoy
the demised premises during the said term without any lawful interruption or    
disturbance from or by the Landlord or any person claiming under or in trust
for the Landlord
4.      PROVIDED ALWAYS and it is hereby agreed that if the said rent hereby
reserved or any part thereof shall be in arrear and unpaid for 21 days next
after the same shall have become due then it shall be lawful for the Landlord
(but by court action only and not physical re-entry) to re-enter the demised
premises and to repossess and enjoy the same as if this lease had not been made
without prejudice to any right of action or remedy in respect of any antecedent
breach of any of the covenants by the lessee hereinbefore contained
IN WITNESS whereof this deed has been duly executed by the parties hereto as a
deed the day and year first before written

                                        
                                        THE COMMON SEAL of BLUEBIRD )
(SEAL)                                  TOYS PLC was hereunto       )
                                        affixed in the presence of  )


                                        /s/ David Sandilands
                                        Director 
                                                 
                                                 
                                        /s/ Graham Knibbf        
                                        Secretary



                                        (Executed as a Deed by U.K.
                                                               ----
                                        (CAN LIMITED by the signature
                                         -----------
                                        (of two directors

                                        Director
                                        /s/ Timothy W. Stonich
                        
                                        Director
                                        /s/ Lawrence T. Messina 
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               [H.M LAND REGISTRY MAP TITLE NUMBER WA 376826]