Exhibit 10.121

                            SECOND AMENDMENT TO LEASE
                                 (Tutti Animali)


     THIS SECOND  AMENDMENT TO LEASE (the  "Amendment") is made and entered into
as of the 27th day of  January,  1999,  by and  between  SOUTH  COAST  PLAZA,  a
California general partnership  ("Landlord"),  and PLAY CO. TOYS & ENTERTAINMENT
CORP., a Delaware corporation ("Tenant"), with respect to the following:

                                    RECITALS

     Landlord is the successor to the landlord's interest and Tenant is the last
assignee of the tenant's  interest pursuant to that certain lease dated July 31,
1986 between South Coast Plaza Expansion,  a California limited partnership,  as
the original Landlord, and Toys International (the "Original Lease"), as amended
by that  certain  First  Amendment  to Lease  dated as of January  16, 1997 (the
"First Amendment," and together with the Original Lease, the "Lease"). The Lease
covers certain premises commonly known as Suite 130 (the "Premises")  located in
the  western  portion of South Coast  Plaza  Retail  Center in the City of Costa
Mesa, County of Orange, State of California (the "Center").

     B. Pursuant to the First Amendment,  the Lease currently expires on January

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31, 1999 (the "Current  Expiration Date").  Landlord and Tenant desire to extend
the Current Expiration Date and, for that purpose, enter into this Amendment.

                                    AGREEMENT

     IN  CONSIDERATION  OF the  foregoing  recitals  and  the  mutual  covenants
contained herein, Landlord and Tenant agrees as follows:

     Current Expiration Date. The date "January 31, 1999" appearing in the First
Amendment is hereby amended to read "January 31, 2000."

     Renovation and Remodeling.  Landlord and Tenant  acknowledge  that Landlord
proposes to renovate and remodel or cause to be renovated and remodeled portions
of the Center.  Such work (the "Renovation")  shall or may include relocation of
certain  tenant  Enclosed  Mall  storefronts,  renovation  of the ceiling in the
Enclosed  Mall,  replacing  certain  staircases  with  escalators and elevators,
modifications to the exterior fascia of the Enclosed Mall building, construction
of a  pedestrian  bridge with a landing on the third floor of the Center  across
Bear Street to the east of the Center,  modifications  to the parking  structure
for the Center,  renovation and  retenanting of the building at the south end of
the Center  formerly  operated as a  Robinson's-May  store and renovation of the
building  at  the  north  end of  the  Center  currently  operated  as a  Macy's
department store.  Landlord  contemplates that such Renovation will be conducted
during calendar years 1999 and 2000. In connection with the Renovation, Landlord
and  Tenant  agree  as  follows:   (a)  There  are  no   guaranties,   promises,
representations  or warranties by Landlord as to the scope of the  Renovation or
the  precise  time  period  over  which  the  same  shall be  conducted.  Tenant
acknowledges that the plans for the Renovation are subject to change at any time
and  from  time to  time  and  that  the  scheduling  of the  Renovation  or any
components  thereof is also  subject to change from time to time with or without
notice to Tenant.  Landlord will, upon written request by Tenant,  advise Tenant
of Landlord's then best estimate of the scope and timing of the Renovation.  Any
such  estimate  provided by  Landlord  is merely an  estimate  and should not be
regarded as a promise,  guaranty,  warranty or representation  by Landlord.  (b)
Conduct of the  Renovation  or various  components  thereof may result in noise,
dust, odors and  inconvenience to Tenant and its employees,  customers,  vendors
and service  personnel.  Landlord shall take  reasonable  steps to minimize such
inconvenience and other deleterious  effects.  Tenant acknowledges that Landlord
cannot eliminate all such inconvenience and such deleterious  effects and agrees
that neither the Renovation nor any of the possible  effects thereof  identified
in this  subsection  shall entitle Tenant to any abatement of rent, to any other
financial  accommodation  by  Landlord  or to  terminate  the  Lease,  as hereby
amended.

     No Brokers.  Each of Landlord  and Tenant  represents  and  warrants to the
other that it has retained or employed no broker,  finder or agent in connection
with this Amendment and the transaction  provided for herein,  and that there is
no broker,  finder or agent  entitled to a fee or commission in connection  with
this  Amendment and the  transaction  provided for herein through the warranting
party.  Each of Landlord  and Tenant  agrees to  indemnify,  defend and hold the
other  harmless from and against all claims to a fee or  commission  made by any
broker,  finder  or agent  claiming  through  or under the  indemnifying  party.
Payment  shall not be a  condition  precedent  to  recovery  upon the  foregoing
indemnification provision. The foregoing indemnification provision shall include
a covenant by each  indemnifying  party to defend the indemnified  party against
all claims for which  indemnification  is available  pursuant to this  paragraph
with  legal  counsel  selected  by  the  liability  insurance  carrier  for  the
indemnifying  party or  otherwise  reasonably  satisfactory  to the  indemnified
party.

     Counterparts.   This   Amendment  may  be  executed  in  two  (2)  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which

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together  shall  constitute a single  instrument.  It shall not be necessary for
both  parties to execute  the same  counterpart(s)  of this  Amendment  for this
Amendment to become effective.

     Defined  Terms.  All terms  used in this  Amendment  with  initial  capital
letters and not defined  herein shall have the  meanings  given to such terms in
the Lease.

     Lease in Effect.  Landlord and Tenant acknowledge and agree that the Lease,
as hereby  amended,  remains  in full force and  effect in  accordance  with its
terms.

     Effectiveness.  This Amendment  shall be effective as of the date first set
forth above, notwithstanding any later execution and delivery by Landlord and/or
Tenant.

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment
to Lease to be effective as of the date provided in paragraph 6 above.

PLAY CO. TOYS & ENTERTAINMENT CORP., a Delaware corporation

By
Title:
                  "Tenant"

SOUTH COAST PLAZA, a California general partnership

By: C. J. Segerstrom & Sons, a California general partnership,
    Managing General Partner

By
      Manager
By
      Manager
                  "Landlord"