Exhibit 10.93(a)
                            Fixture Financing Leases

<PAGE>
LEASE AGREEMENT

     TO OUR VALUED CUSTOMER: This Lease has been written in "Plain English" When
we use the words you and your in this Lease, we mean you, our Customer, which is
the Lessee  indicated below When we use the words We, US, and our in this Lease,
we mean the Lessor,

Pacifica Capital
<TABLE>
<CAPTION>

<S>                   <C>                                                                                       <C>
CUSTOMER              Play Co. Toys & Entertainment Corp.                                                       Approval
Information           550 Rancheros Drive, San Marcos, CA 92069
                                                                                                                Lease

                     The Block in Orange - 20 City Blvd. West, #203, Oramge, CA 92868

SUPPLIER             Lozier Corporation
INFORMATION          Street Address/City/State/Zip                                                                   Supplier Phone
                     P.O. Box 3577, OTaha, NE 68103                                                                  800-228-9882

EQUIPMENT            Quantity                        Make/Model                                          Serial Number
DESCRIPTION          Store Fixtures
                     See Exhibit A Attached Hereto And Made A Part Hereof

</TABLE>
<TABLE>
<CAPTION>

<S>             <C>
END OF LEASE   (Check one  applicable box. If no box is checked, the fair market value will apply.)
PURCHASE
OPTION          Fair Market Value Purchase  Option      x Fixed Price Purchase Option of $1.00
                Fixed Price Purchase Option  % of the total Cash Price
</TABLE>

TERM AND        Lease Term (months)         Lease Payment
LEASE PAYMENT         60                     $963.61
SCHEDULE
<TABLE>
<CAPTION>
                                                                      <S>     <C>
                                                                      You agree to pay at the time you sign this Lease
                                                                      A) Total Advance Lease Payment    (Mos)   = $ 1 ,927. 22
                                                                      B) Salesluse Tax on Advance Lease Payment = $  inc.
LEASE PAYMENT                                                         C) One-time Documentaurso Fee             = $ 500.00
                                                                      0) Total of A + B + C                     = $ 2,427.22

                                                            If more than one Lease Payment is required in advance. the additional
                                                            amount will be applied at the end of the original or any renewal term.

</TABLE>

INSURANCE            You are required to provide and maintain  insurance related
& TAXES              to the  Equipment,  and to pay any  property,  use another
                     taxes refitted to this Lease or the Equipment (See Sections
                     4 and 6 on the back of this  Lease) If you are  tax-exempt,
                     you agree to furnish us with satisfactory evidence
                     of your exemption

     TERMS AND CONDITIONS BY SIGNING THIS LEASE:  (I) YOU  ACKNOWLEDGE  THAT YOU
HAVE READ AND  UNDERSTAND THE TERMS AND CONDITIONS ON THE FRONT AND BACK OF THIS
LEASE,  (II) YOU AGREE THAT THIS LEASE IS A NET LEASE THAT YOU CANNOT  TERMINATE
OR CANCEL,  YOU HAVE AN UNCONDITIONAL  OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER
THIS LEASE,  AND YOU CANNOT  WITHHOLD,  SET OFF OR REDUCE SUCH  PAYMENTS FOR ANY
REASON,  (III) YOU WILL USE THE EQUIPMENT ONLY FOR BUSINESS  PURPOSES,  (IV) YOU
WARRANT THAT THE PERSON  SIGNING  THIS LEASE FOR YOU HAS THE  AUTHORITY TO DO SO
AND TO GRANT THE POWER OF ATTORNEY SET FORTH IN SECTION 7 OF THIS LEASE, (V) YOU
CONFIRM  THAT YOU  DECIDED TO ENTER INTO THIS LEASE  RAThER  THAN  PURCHASE  THE
EQUIPMENT  FOR THE TOTAL CASH PRICE,  AND (VI) YOU AGREE THAT THIS LEASE WILL BE
GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND YOU CONSENT TO THE
JURISDICTION  OF ANY COURT LOCATED  WITHIN  MASSACHUSETTS.  YOU AND WE EXPRESSLY
WAIVE  ANY  RIGHTS  TO A  TRIAL  BY  JURY.
<TABLE>
<CAPTION>

<S>                                                    <C>
Pacifica  Capital                                      Play  Co.  Toys &
                                                       Entertainment Corp.
Bette Kerhoulas, Pres. of Gen. Ptr.                    James Frakes, Chief Financial Officer
</TABLE>

     THIS PERSONAL  GUARANTY  CREATES  SPECIFIC LEGAL OBUGATIONS When we use the
we, us, and our in this personal Guarantee. we mean the lessor named above


<PAGE>
     In consideration of Our entering into the lease agreement  identified above
("Lease").  you unconditionaly  and irrevocably  guarantee to us, our successors
and  assigns  the prompt  payment  and  performance  of all  obligations  of the
Customer  identified  above ("Leasee") under the Lease. You agree that this is a
guaranty  of payment  and not of  collection  and that we can  proceed  directly
against you without first proceeding against the Lessee or against the equipment
covered by the Lease.  You waive all  defenses  and notices  including  those of
protest,  presentment  and  demand.  You  agree  that we can  renew,  extend  or
otherwise  modify the terms of the Lease and you will be bound by such  changes.
If the  Lessee  defaults  under the  Lease.  you will  immediately  perform  all
obligations of the Lessee under the Lease, including, but not limited to, paying
all  amounts  due under the Lease.  You will pay to us all  expenses,  including
attorneys'  fees)  incurred by us in enforcing our rights against you the Lessee
This is a continuing  guaranty  that will not he  discharged or affected by your
death and will  bind your  heirs  and  personal  representatives.  You waive any
rights to seek  repayment  from the  Leasee in the event you must pay us if more
than one personal guarantor has signed this Personal Guaranty, each of you agree
that your liability is joint and several. You authorize us any of our affiliates
to obtain credit bureau reports  regarding  your personal  credit and make other
creat inquiries that we determine are necessary.

     THIS  PERSONAL  GUARANTY  IS GOVERNED  BY THE LAWS OF THE  COMMONWEALTH  OF
MASSACHUSETTS  YOU  CONSENT  TO THE  JURISDICTION  OF ANY COURT  LOCATED  WITHIN
MASSACHUSETTS YOU EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY.
<TABLE>
<CAPTION>

<S>                                               <C>
Personal Guarantor (no title)                     Personal Guarantor (no title)

Print Name                                        Print Name

Home Street Address/City/State/Zip                Home Street Address/City/State/Zip

</TABLE>
<PAGE>
                                   EXHIBIT "A"



         12       PLT UPRITE,54H,06 BASE
         12       PLT UPRITE,60H,06 BASE
         10       PLT UPRITE,66H,06 BASE
         24       PLT UPRITE,72H,06 BASE
         30       PLT UPRITE,84H,06 BASE
         60       PLT UPRITE,96H,06 BASE
          9       PLT S STYLE DECK,36WX160
          2       PLT S STYLE DECK,36WX19D
         24       PLT S STYLE DECK,36WX22D
          9       PLT S STYLE DECK,48WX13D
         74       PLT S STYLE DECK,48WX16D
         10       PLT S STYLE DECK,48WX19D
         64       PLT S STYLE DECK,48WX22D
         30       PLT S STYLE SHELF,36WX13D
         60       PLT S STYLE SHELF,36WX15D
         40       PLT S STYLE SHELF,36WX17D
          40      PLT S STYLE SHELF,36WX19D
          6       PLT S STYLE SHELF,36WX22D
         50       PLT S STYLE SHELF,48WX13D
         270      PLT S STYLE SHELF,48WX15D
         140      PLT S STYLE SHELF,48WX17D
         120      PLT S STYLE SHELF,48WX19D
         30       PLT S STYLE SHELF,48WX22D
          6       PLT BACK,36WX30H,36H UPRITE OR 30H UPPERM PEG
          6       PLT BACK,36WX48H,54H UPRITE OR 48H UPPER, PEG
          6       PLT BACK,36WX60H,66H UPRITE OR 60H UPPER,PEG
          6       PLT BACK,36WX66H,72H UPRITE OR 66H UPPBR,PEG
         30       PLT BACK,48WX30H,36H UPRITE OR 30H UPPER,PEG
         30       PLT BACK,48WX48H,5411 UPRITE OR 48H UPPER,PEG
          2       PLT BACKM48WX6OH,66H UPRITE OR 60H UPPER,PEG
         20       PLT BACK,48WX6611,72H UPRITE OR 66H UPPER,PEG
         16       N/A CENTER RAIL,48W
         16       PLT PLICER RAIL,48W
         100      PLT TOP RAIL,48W



     This  Exhibit  "A" is  affached  to and a part of Lease No.  ___________and
constitutes a true and accurate description of the equipment.

LESSEE Play Co. Toys & Entertainment Corp.

By     James Frakes           Title:  Chief Financial Officer

LESSOR: Pacifica Capital

By:     Bette Kerhoulas       Title:  Pres. of Gen. Ptr.  Date:  3/24/99



                                  page 1 of 3

<PAGE>
                                   EXHIBIT "A"



         4        N/A CENTER RAIL,36W
         4        PLT SPLICER RAIL,36W
         20       PLT TOP RAIL,36W
         150      PLT SLOTWALL CENTER RAIL,48W
         24       PLT SLOTWALL CENTER RAIL, 36W
         36       GLV SLOTWALL BACK SPACER CLIP
         30       PLT SLOTWALL SPLICER RAIL,48W
          6       PLT SLOTWALL SPLICER RAIL,36W
         100      PLT BOTTOM RAIL,48W,HEAVY DUTY
         22       PLT BOTTOM IUJL,36W,HEAVY DUTY
         110      PTD BASE BRKT,22D,06 BASE
         24       PTD BASE BRKT,19D,06 BASE
         100      PTD BASE BRKT,16D,06 BASE
          12      PTD BASE BRKT,13D,06 BASE
         21       CHR BASE ENDTRIM,22D,06 BASE,PAIWLH/RTI
          12      CHR BASE ENDTRIM, 1 9D,06 BASE,PAIR-LH/RH
         20       CHR BASE ENDTRIM,16D,06 BASE,PAIR-LH/RH
          3       CHR BASE ENDTRIM,13D,06 BASE,PAIRLH/Rll
         34       CHR CLOSED FRONT,36W,06 BASE
         34       CHR CLOSED BASE FRONT,48W,06 BASE
          2       PLT END MDSE PANEL,36WX60H,06 BASE,PTDSLOTWL
          3       PLT END MDSE PANEL,48WX66H,06 BASE,PTDSLOTWL
          5       PLT END MDSE PANEL,48WX72H, 06 BASE,PTDSLOTWL
          6       PLT END MDSE PANEL,36WX84H,06 BASE,PTDSLOTWL
          8       109 END DECK,35WX16D,06 BASE
          8       109 END DECK,47WX19D,06 BASE
          7       IGR WIDESPAN UPRITE FRAME,24DX96H
         38       IGR WIDESPAN BEAM,96L,STD DUTY
         38       IGR WIDESPAN SHELF SUPPORT,24D,STD DUTY
          4       804 WIDESPAN PARTBD SHELF,96WX24D,STD DUTY
          15      ZNC WIDES PAN SHELF,96WX24D, WIREGRID
          2       SAT DOORKIT,36WX5 lH,GLASS,W/LOCK
          9       SAT DOORKIT,48WX40H,GLASS,W/LOCK
         16       SAT DOORKIT,48WX5 lH,GLASS,W/LOCK


     This Exhibit "A" is aflached to and a part of Lease No. and  constitutes  a
true accurate description of the equipment.


LESSEE:Play Co Toys & Entertainment Corp.

By:
         James Frakes         Title:      Chief Financial
            Officer

LESSOR: Pacifica Capital

By:      Bette Kerhoulas                   Pres. of Gen. Ptr.  Date:     3/24/99



                                  page 2 of 3

<PAGE>
          3       SAT DOORKIT,48W,87H,TEMP GLASS,W/LOCK
          2       PLT DOORKIT ENDTRIM,22DX87H
          4       PLT DORKIT ENDTRIM,19DX87H
          8       PLT DOORKIT ENDTRIM,22DX51H
          4       PLT DOORKIT ENDTRIM,I9DX51H
          8       PLT DOORKIT ENDTRIM,16DX4OH
          4       CLRBCP GLASS SHELF ASSEMBLY
          4       CLRBCP GLASS SHELF ASSEMBLY
          8       CLRBCP GLASS SHELF ASSEM
          8       CLRBCP GLASS SHELF ASSEM
          8       CLRBCP GLASS SHELF ASSEM
         12       CLRBCP GLASS SHELF ASSEM
         12       CLRJ3CP GLASS SHELF ASSEM
         36       CLRBCP GLASS SHELF ASSEM
         40       CLRBCP GLASS SHELF ASSEM
         40       CLRBCP GLASS SHELF ASSEM
         100      GLV CANOPY BRKT,FOR LAM CANOPY
         25       WHT CANOPY LITE BRKT,FOR UNDER SHELF APPL
          20      GLV BASE BRACKET ANCHOR LATE,PACK OF 10
          20      PLT UPRITE TOP CAP,PACK OF TEN

         6                 PLT8RG 4 WAY DISPLAY,24DX54H,W/DECK,SLOTWL/MTK
         48                PLT DL STYLE SHELF,24WX1OD
         48                PLT DL STYLE SHELF,24WX07D
         148               N/A SHELF ALIGNMENT/WALLSECTION BASE PIN
         3                 GLV LEVELING LEG WRENCH
         1                 N/A MATERIAL SAFETY DATA SHEET/FORM #1461 7B
         1                 N/A INST.INST, BASIC SHELVING - ADD ON
         2                 PLT S STYLE SHELF, 36WC13D
         2                 PLT S STYLE SHELF,48WX13D
         2                 PLT S STYLE SHELF 48WX15D
         16                PLT SLOTWALL SPLICER RAIL,48W





     This Exhibit "A" is attached to and a part of Lease No. and  constitutes  a
true and accurate description of the equipment.




LESSEE: Play Co. Toys & Entertainment Corp.

James Frakes     Title: Chief Financial Officer   Date

LESSOR: Pacifica Capital

By:                          Pres. of Gen. Ptr. Date:                   3/24/99
             Bette Kerhoulas


                                  page 3 of 3

<PAGE>
                                                           DELIVERY & ACCEPTANCE

DELIVERY AND
ACCEPTANCE CERTIFICATE

By signing below, you, the Lessee, agree:

     A) That all equipment described in the lease identified below ( Equipment")
has been delivered,  inspected, installed and is unconditionally and irrevocably
accepted by you as  satisfactory  for all  purposes of the lease and

     B) That we, the Lessor named on the front of the lease identified below are
authorized to purchase the Equipment and start billing you under the lease

Lessee Name

   Play Co. Toys & Entertainment Corp.

Authorized Signature

James Frakes

Title                         Date

Chief Financial Officer       3/24/99
<PAGE>
                              ASSIGNMENT OF INVOICE


     KNOW ALL MEN BY THESE  PRESENTS:  THAT  REFERENCE  IS  HEREBY  MADE TO that
ce~ain  equipment Lease dated 3/3/99 by and between  ______________  ------ Play
Co. Toys & Entertainment Corn. (Lessee),  and Pacifica Capital (Lessor),  and in
which Playco Toys  (Assignor,  for purposes of this  Assignment of Invoice only)
has a certain interest, that pursuant thereto,

     Lessee and Lessor mutually agreed that the subject leased personal property
would be ordered by Lessor and purchased from the equipment  vendor(s) with said
vendor  directly  invoicing  Lessor.  In  that  vendor(s)  erroneously  invoiced
Assignor,  said  invoice has not been paid by Assignor nor Lessee but rather has
been  forwarded  to Lessor.  It was not the  intention  of Assignor or Lessee to
acquire any rights, title or interest in the subject equipment.

     Assignor hereby assigns and conveys to Pacifica Capital (Lessor) all of its
right,  title and  interest  that it may have in and under that  certain  Vendor
Invoice No.  156652-OOO~OO  dated 11/02/98 , from Lozier Corporation  (\,endor),
attached hereto and in the equipment  identified therein  (Equipment).  Assignor
represents and warrants that Assignor has the right to assign said Invoice,  and
that  acceptance of such assignment and payment of the purchase price shall vest
full right,  title and interest in the  Equipment in Pacifica  Capital  (Lessor)
free from any claims and encumbrances

     IN WITNESS  WHEREOF,  Assignor has hereunto  executed  this  document  this
__________ day of 1999

Assignor:     Play Co. Toys & Entertainment Corp.
By:           James Frakes
Title:        Chief Financial Officer


<PAGE>
                         CORPORATE RESOLUTION TO LEASE


     RESOLVED, that this corporation,  Play Co. Toys & Entertainment Corp. lease
from Pacifica Capital hereinafter  referred to as Lessor, such items of personal
property,  and upon  such  terms  and  conditions  as the  officers  hereinafter
authorized,  in their discretion,  may deem necessary or advisable now or in the
future.

     RESOLVED  FURTHER,   that  the  following   authorized   officers  of  this
corporation

Chief Financial Officer  James Frakes
Title Name               Signature

     be and they hereby are  authorized,  directed and  empowered in the name of
this corporation,  to do or cause to be done all such further acts and things as
they shall deem necessary,  advisable,  convenient, or proper in connection with
the execution and delivery of any such lease or leases and in connection with or
incidental to the carrying of the same into effect, including without limitation
on the scope of the foregoing,  the execution,  acknowledgment,  and delivery of
any and all instruments and documents which may be reasonably required by Lessor
under or in connection with any such lease

     RESOLVED  FURTHER.  that Lessor is authorized  to act upon this  resolution
until  written  notice of its  revocation  is delivered to Lessor,  and that the
authority  hereby  granted  shall  apply  with  equal  force  and  effect to the
successors  in the office of the officers  herein  named,  and further that said
officers have deemed said leases and  agreements to be in the best  interests of
this  corporation,  and the execution of such lease  agreements by said officers
shall be conclusive evidence of their approval thereof.

     I,  Richard  Brady  President  of Play Co. Toys &  Entertainment  Corp.,  a
corporation,  incorporated  under  the laws in the  State of Del aware do hereby
certify that the foregoing is a full,  true and correct copy of  resolutions  of
the Board of Directors of the said corporation,  adopted at a meeting, which was
duly and  regularly  called and held in all  respects as required b law, and the
by-laws  of the said  corporation,  at the  office  thereof on the /3rd day of /
~arch  ,igV__99,  at which  meeting  a quomm  was  present  and in favor of said
resolution.  I further certify that said resolutions are still in full force and
effect and have not been  amended or revoked  and that the  specimen  signatures
appearing herein are the signatures of the officers  authorized to sign for this
corporation by the said resolutions.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand as~such  President  and
affixed the corporate seal of the said corporation, this 3rd day of March, 1999


                                                                            SEAL
Richard Brady

President of Play Co. Toys & Entertainment Corp.

<PAGE>
[GRAPHIC OMITTED]
<PAGE>
[GRAPHIC OMITTED]
<PAGE>
LEASE AGREEMENT

     TO OUR VALUED CUSTOMER: This Lease has been written in "Plain English" When
we use the words you and your in this Lease, we mean you, our Customer, which is
the Lessee  indicated below When we use the words We, US, and our in this Lease,
we mean the Lessor,

Pacifica Capital
<TABLE>
<CAPTION>

<S>                   <C>                                                                                       <C>
CUSTOMER              Play Co. Toys & Entertainment Corp.                                                       Approval
Information           550 Rancheros Drive, San Marcos, CA 92069
                                                                                                                Lease

                    6170 West Grand Ave., #559, Gurnee, IL 60031   760-471-4504

SUPPLIER             Lozier Corporation
INFORMATION          Street Address/City/State/Zip                                                                   Supplier Phone
                     P.O. Box 3577, Omaha, NE 68103                                                                  800-228-9882

EQUIPMENT            Quantity                        Make/Model                                          Serial Number
DESCRIPTION          Store Fixtures

                     See Exhibit A Attached Hereto And Made A Part Hereof

</TABLE>
<TABLE>
<CAPTION>

<S>             <C>
END OF LEASE   (Check one  applicable box. If no box is checked, the fair market value will apply.)
PURCHASE
OPTION          x Fair Market Value Purchase  Option      Fixed Price Purchase Option of $1.00
                not to exceed 5%
                Fixed Price Purchase Option  % of the total Cash Price
</TABLE>

TERM AND        Lease Term (months)         Lease Payment
LEASE PAYMENT         60                     $849.00
SCHEDULE
<TABLE>
<CAPTION>
                                                                      <S>     <C>
                                                                      You agree to pay at the time you sign this Lease
                                                                      A) Total Advance Lease Payment    (Mos)   = $ 1,698.00
                                                                      B) Salesluse Tax on Advance Lease Payment = $  inc.
LEASE PAYMENT                                                         C) One-time Documentaurso Fee             = $ 0.00
                                                                      D) Total of A + B + C                     = $ 1,698.00

                                                            If more than one Lease Payment is required in advance. the additional
                                                            amount will be applied at the end of the original or any renewal term.

</TABLE>

INSURANCE            You are required to provide and maintain  insurance related
& TAXES              to the  Equipment,  and to pay any  property,  use another
                     taxes refitted to this Lease or the Equipment (See Sections
                     4 and 6 on the back of this  Lease) If you are  tax-exempt,
                     you agree to furnish us with satisfactory evidence
                     of your exemption

     TERMS AND CONDITIONS BY SIGNING THIS LEASE:  (I) YOU  ACKNOWLEDGE  THAT YOU
HAVE READ AND  UNDERSTAND THE TERMS AND CONDITIONS ON THE FRONT AND BACK OF THIS
LEASE,  (II) YOU AGREE THAT THIS LEASE IS A NET LEASE THAT YOU CANNOT  TERMINATE
OR CANCEL,  YOU HAVE AN UNCONDITIONAL  OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER
THIS LEASE,  AND YOU CANNOT  WITHHOLD,  SET OFF OR REDUCE SUCH  PAYMENTS FOR ANY
REASON,  (III) YOU WILL USE THE EQUIPMENT ONLY FOR BUSINESS  PURPOSES,  (IV) YOU
WARRANT THAT THE PERSON  SIGNING  THIS LEASE FOR YOU HAS THE  AUTHORITY TO DO SO
AND TO GRANT THE POWER OF ATTORNEY SET FORTH IN SECTION 7 OF THIS LEASE, (V) YOU
CONFIRM  THAT YOU  DECIDED TO ENTER INTO THIS LEASE  RAThER  THAN  PURCHASE  THE
EQUIPMENT  FOR THE TOTAL CASH PRICE,  AND (VI) YOU AGREE THAT THIS LEASE WILL BE
GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND YOU CONSENT TO THE
JURISDICTION  OF ANY COURT LOCATED  WITHIN  MASSACHUSETTS.  YOU AND WE EXPRESSLY
WAIVE  ANY  RIGHTS  TO A  TRIAL  BY  JURY.
<TABLE>
<CAPTION>

<S>                                                    <C>
Pacifica  Capital                                      Play  Co.  Toys &
                                                       Entertainment Corp.
Bette Kerhoulas, Pres. of Gen. Ptr.                    James Frakes, Chief Financial Officer
</TABLE>

     THIS PERSONAL  GUARANTY  CREATES  SPECIFIC LEGAL OBUGATIONS When we use the
we, us, and our in this personal Guarantee. we mean the lessor named above


<PAGE>
     In consideration of Our entering into the lease agreement  identified above
("Lease").  you unconditionaly  and irrevocably  guarantee to us, our successors
and  assigns  the prompt  payment  and  performance  of all  obligations  of the
Customer  identified  above ("Leasee") under the Lease. You agree that this is a
guaranty  of payment  and not of  collection  and that we can  proceed  directly
against you without first proceeding against the Lessee or against the equipment
covered by the Lease.  You waive all  defenses  and notices  including  those of
protest,  presentment  and  demand.  You  agree  that we can  renew,  extend  or
otherwise  modify the terms of the Lease and you will be bound by such  changes.
If the  Lessee  defaults  under the  Lease.  you will  immediately  perform  all
obligations of the Lessee under the Lease, including, but not limited to, paying
all  amounts  due under the Lease.  You will pay to us all  expenses,  including
attorneys'  fees)  incurred by us in enforcing our rights against you the Lessee
This is a continuing  guaranty  that will not he  discharged or affected by your
death and will  bind your  heirs  and  personal  representatives.  You waive any
rights to seek  repayment  from the  Leasee in the event you must pay us if more
than one personal guarantor has signed this Personal Guaranty, each of you agree
that your liability is joint and several. You authorize us any of our affiliates
to obtain credit bureau reports  regarding  your personal  credit and make other
creat inquiries that we determine are necessary.

     THIS  PERSONAL  GUARANTY  IS GOVERNED  BY THE LAWS OF THE  COMMONWEALTH  OF
MASSACHUSETTS  YOU  CONSENT  TO THE  JURISDICTION  OF ANY COURT  LOCATED  WITHIN
MASSACHUSETTS YOU EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY.
<TABLE>
<CAPTION>

<S>                                               <C>
Personal Guarantor (no title)                     Personal Guarantor (no title)

Print Name                                        Print Name

Home Street Address/City/State/Zip                Home Street Address/City/State/Zip

</TABLE>
                                   EXHIBIT "A"




12 PLT UPRITE 60H OG BASE
10 PLT UPRITE 66H 06 BASE
24 PLT UPRITE 72H 06 BASE
60 PLT UPRITE 85H 06 BASE
24 STYLE DECK 36Wx16D
3 PLT STYLE DECK 3GWxl 9D
6 PLT STYLE DECK 36Wx22D
9 PLT STYLE DECK 48Wx13~
145 PLT STYLE DECK 48Wx16D
15 PLI STYLE DECK 48Wx1 9D~
44 PLT S STYLE DECK 48Wx22D
60 PLT S STYLE SHELF 36Wx15D
10 PLI S STYLE SHELF 36Wx17D
20 PLT S STYLE SHELF 36Wx19D
6 PLT S STYLE SHELF 36Wx22D
20 PLT S STYLE SHELF 48Wx1OD
120 PLT S STYLE SHELF 48Wx13D
600 PLT S STYLE SHELF 48Wx15D
100 PLT S STYLE SHELF 48Wx17D
120 PLT S STYLE SHELF 48Wx19D
44 PLT S STYLE SHELF 48Wx22D
8 PLT BACK 36Wx30H 36H UPRITE DR 30H UPPER PEG
8 PLT BACK 36Wx48H 54H UPRITE DR 48H UPPER PEG
60 PLT BACK 48Wx30H 36H UPRITE DR 30H UPPER PEG
60 PLT BACK 48Wx48H 54H UPRITE DR 48H UPPER PEG
16 PLT BACK 48Wx54H 60H UPRITE DR 54H UPPER PEG
24 N/A CENTER RAIL 48W
24 PLT SPLICER RAIL 48W
130 PLTTOPRAIL48W
4 N/A CENTER RAIL 36W
4 PLT SPLICER RAIL 36W

     This  Exhibit 'A" is  attached  to and a part of Lease No.  ____________and
constitutes a true and accurate description of the equipment.

LESSEE:       Play Co. Toys & Entertainment Corp.

By: James Frakes         Chief Financial Officer       3/3/99

LESSOR: Pacifica Capital

By:      Bette Kerhoulas      Pres. of Gen. Ptr.  Date:     3/24/99


                                  page 1 of 3

<PAGE>
                                   EXHIBIT "A"

24 PLT TOP RAIL36W
180 PLT SLOTWALL CENTER RAIL 48W
34 PLT SLOTWALL CENTER RAIL 36W
40 GLV SLOTWALL BACK SPACER CLIP
34 PLT SLOTWALL SPLICER RAIL 48W
130 PLT BOTTOM RAIL 48W HEAVY DUTY
24 PLT BOTTOM RAIL 36W HEAVY DUTY
60 PTD BASE BRKT22DO6 BASE
40 PTD BASE BRKT 19006 BASE
210 PTD BASE BRKT 160 06 BASE
12 PTD BASE BRKT 13006 BASE
12 CHR BASE ENOTRIM 22D 06 PAIR - LH/RH BASE
16 CHR BASE ENOTRIM 190 06 PAIR - LH/RH BASE
40 CHR BASE ENOTRIM 160 06 PAIR - LH/RH BASE
3 CHR BASE ENDTRIM 18D 06 PAIR - LH/RH BASE
34 CHR CLOSED BASE FRONT 36V~ 06 BASE
220 CHR CLOSED BASE FRONT 48W 06 BASE
2 PLT END MOSE PANEL 06 BASE PTD SLOTWALL 36Wx60H
4 PLT END MOSE PANEL 06 BASE PTD SLOTWALL 36Wx66H
9 PLT END MOSE PANEL 06 BASE PTD SLOTWALL 36Wx72H
12 PLT END MOSE PANEL 36Wx84H 06 BASE PTD SLOTWALL
27 1C9 END DECK 35Wx16D 06 BASE
8 IGR WIDESPAN UPRITE FRAME 24Dx96H
10 IGR WIDESPAN UPRITE FRAME 18Dx96H
24 IGR WIDESPAN BEAM 96L STO DUTY
18 IGR WIDESPAN BEAM 72L STD DUTY
12 IGR WIDESPAN BEAM 48L STO DUTY
50 IGR WIDESPAN SHELF SUPPORT 24D STO DUTY
50 IGR WIDESPAN SHELF SUPPORT 180 STO DUTY
1 804 WIDESPAN PARTBD SHELF 96Wx24D STO DUTY
3 S04 WIDESPAN PARTBD SHELF 72W~4D STO DUTY
1 S04 WIDESPAN PARTBD SHELF 48Wx18D STO DUTY

     This Exhibit "A" is attached to and a part of Lease No. and  constitutes  a
true and accurate description of the equipment.




LESSEE:       Play Co Toys & Entertainment
              Corp.
By:      James Frakes         Title: Chief Financial Officer    3/3/99

LESSOR:Pacifica Capital

By:       Bette Kerhoulas     Title:  Pres. of Gen. Ptr  Date:       3/24/99


                                  page 2 of 3


<PAGE>
                                   EXHIBIT "A"





2                    WIDESPAN SHELF 96W~4D WIREGRID
9                    SAT DOORKIT 48Wx40H GLASS WITH LOCK
15                   SAT DOORKIT 48Wx51 H GLASS WITH LOCK
6                    SAT DOORKIT 48Wx87H TEMP GLASS WITH LOCK
52                   CLRBCP GLASS SHELF ASSEM
40                   CLRBCP GLASS SHELF ASSEM
40                   CLRBCP GLASS SHELF ASSEM
100                  GLV CANOPY BRKT FOR LAM CANOPY
100                  WHT CANOPY LITE BRKT FOR UNDER SHELF APPL
2                    IGR WIDESPAN BEAM 60L STD DUTY
5                    S04 WIDESPAN PARTBD SHELF 96Wx1 8D STD DUTY
1                    804 WIDESPAN PARTBD SHELF 48Wx24D STD DUTY
24                   PLT S STYLE DECK 36Wx16D
36                   PLT S STYLE DECK 48Wx16D
58                   PTD BASE BRKT 16D 06 BASE
3                    PLT END MDSE PANEL 36Wx72H 06 BASE PTDSLOTWL MTK
4                    PLT END MDSE PANEL 36Wx84H 06 BASE PTD$LOTWL MTK
7                    109 END DECK 35Wx16D 06 BASE
4                    SAT DOORKIT 48Wx87H TEMP GLASS WITH LOCK
6                    ZNC WIDESPAN SHELF 96Wx24D WIREGRID
118                  N/A SHELF ALIGNMENT/WALLSECTION BASE PIN
3                    GLV LEVELING LEG WRENCH
2                    PLT S STYLE SHELF 36Wx17D
2                    SAT DOORKIT 48x87H TEMP GLASS WITH LOCK

     This Exhibit "A" is attached to and a part of Lease No. and  constitutes  a
true and accurate description of the equipment.




LESSEE:       Play Co Toys & Entertainment
              Corp.
By:      James Frakes         Title: Chief Financial Officer    3/3/99

LESSOR:Pacifica Capital

By:       Bette Kerhoulas     Title:  Pres. of Gen. Ptr  Date:       3/24/99


                                  page 3 of 3


<PAGE>
                                                           DELIVERY & ACCEPTANCE

DELIVERY AND
ACCEPTANCE CERTIFICATE

By signing below, you, the Lessee, agree:

     A) That all equipment described in the lease identified below ( Equipment")
has been delivered,  inspected, installed and is unconditionally and irrevocably
accepted by you as  satisfactory  for all  purposes of the lease and

     B) That we, the Lessor named on the front of the lease identified below are
authorized to purchase the Equipment and start billing you under the lease

Lessee Name

   Play Co. Toys & Entertainment Corp.

Authorized Signature

James Frakes

Title                         Date

Chief Financial Officer       3/24/99
<PAGE>
                              ASSIGNMENT OF INVOICE


     KNOW ALL MEN BY THESE  PRESENTS:  THAT  REFERENCE  IS  HEREBY  MADE TO that
certain equipment Lease dated 3/3/99 by and between ______________ Play Co. Tovs
& Entertainment  Corp.  (Lessee),  and Pacifica Capital  (Lessor),  and in which
Playco Toys  (Assignor,  for purposes of this  Assignment of Invoice only) has a
certain interest, that pursuant thereto,

     Lessee and Lessor mutually agreed that the subject leased personal property
would be ordered by Lessor and purchased from the equipment  vendor(s) with said
vendor  directly  invoicing  Lessor.  In  that  vendor(s)  erroneously  invoiced
Assignor,  said  invoice has not been paid by Assignor nor Lessee but rather has
been  forwarded  to Lessor.  It was not the  intention  of Assignor or Lessee to
acquire any rights, title or interest in the subject equipment.

     Assignor hereby assigns and conveys to Pacifica Capital (Lessor) all of its
right,  title and  interest  that it may have in and under that  certain  Vendor
Invoice  No.  153483-000-00  dated  11/4/98  from Lozier  Corporation  (Vendor),
attached hereto and in the equipment  identified therein  (Equipment).  Assignor
represents and warrants that Assignor has the right to assign said Invoice,  and
that  acceptance of such assignment and payment of the purchase price shall vest
full right,  title and interest in the  Equipment in Pacifica  Capital  (Lessor)
free from any claims and encumbrances.

     IN WITNESS WHEREOF,  Assignor has hereunto  executed this document this ~<\
day of March 1999

Assignor: Play Co. Toys & Entertainment Corp.


By:       James Frakes
Title:    Chief Financial Officer

<PAGE>
                          CORPORATE RESOLUTION TO LEASE

     RESOLVED, that this corporation,  Play Co. Toys & Entertainment Corp. lease
from Pacifica Capital hereinafter  referred to as Lessor, such items of personal
property,  and upon  such  terms  and  conditions  as the  officers  hereinafter
authonzed.  in their  discretion,  may deem necessary or advisable now or in the
future.

     RESOLVED  FURTHER,   that  the  following   authorized   officers  of  this
corporation

Chief Financial Officer             James Frakes
Title                               Name                       Signature

     be and they hereby are  authorized,  directed and  empowered in the name of
this corporation.  to do or cause to be done all such further acts and things as
they shall deem necessary,  advisable,  convenient, or proper in connection with
the execution and delivery of any such lease or leases and in connection with or
incidental to the carrying of the same into effect, including without limitation
on the scope of the foregoing,  the execution,  acknowledgment,  and delivery of
any and all instruments and documents which may be reasonably required by Lessor
under or in connection with any such lease.

     RESOLVED  FURTHER,  that Lessor is authorized  to act upon this  resolution
until  written  notice of its  revocation  is delivered to Lessor,  and that the
authority  hereby  granted  shall  apply  with  equal  force  and  effect to the
successors  in the office of the officers  herein  named,  and further that said
officers have deemed said leases and  agreements to be in the best  interests of
this  corporation,  and the execution of such lease  agreements by said officers
shall be conclusive evidence of their approval thereof.

     I,  Richard  Brady  President  of Play Co. Toys &  Entertainment  Corp.,  a
corporation,  incorporated  under  the laws in the  State of Del aware do hereby
certify that the foregoing is a full, tme and correct copy of resolutions of the
Board of Directors of the said corporation, adopted at a meeting, which was duly
and  regularly  called and held in all  respects  as  required  by law,  and the
by-laws of the said  corporation,  at the  office  thereof on the ~ 3rd day of /
March ,i  9)(__99,  at which  meeting a quomm was  present  and in favor of said
resolution.  I further certify that said resolutions are still in full force and
effect and have not been  amended or revoked  and that the  specimen  signatures
appearing herein are the signatures of the officers  authorized to sign for this
corporation by the said resolutions.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand as such  President  and
affixed the corporate seal of the said corporation,  this X 3rd day of 1 March ,
1999

                                                                            SEAL
Richard Brady


President of Play Co. Toys & Entertainment Corp.

<PAGE>
[GRAPHIC OMITTED]
<PAGE>
[GRAPHIC OMITTED]
<PAGE>
                          END OF LEASE PURCHASE OPTION


     Pacifica Capital,  the Lessor named in an Equipment Lease dated March 3 .19
99' number  ______________  ("Lease")  hereby  grants to the Lessee named in the
Lease  and  identified  below  (the  "Lessee"),  the right of first  refusal  to
purchase the equipment leased thereby, as a whole and not in part, on an "AS IS,
WHERE IS," BASIS, WITHOUT  REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,
EXPRESS OR  IMPLIED,  at the end of the  original  or any  renewal  term of such
Lease, for an amount equal to:

Check              One

A.       X         End of Lease Fair Market Value; Not to exceed 5%
B.       []        10% Stated End of Lease Fair Market Value $
C.       []        $1.00;
D.       []        10% Option;
E.       []        Other$
         -

PLUS ANY APPLICABLE TAX, (Collectively "Purchase Option Price").

Lessee  understands  and agrees that no  salesperson or agent of the Supplier of
the equipment is authorized to alter or sign this agreement.  This option is not
binding upon Lessor unless signed by an authorized employee of Lessor.

This option  being  predicated  upon the  ability of the Lessee to maintain  his
account  with  Lessor in good order and make  prompt and timely  payments,  this
option  shall  expire and become null and void if the Lessee is in default for a
period of thirty (30) days or longer. As an additional condition of this option,
Lessee shall pay to Lessor,  by the last day of the term of the Lease, all other
amounts due from Lessee to Lessor under the Lease,  including but not limited to
property taxes, insurance, late fees, interest, or other charges which from time
to time may be assessed under the Lease.  This option may be exercised by Lessee
only upon not less than  thirty  (30) days nor more than  sixty  (60) days prior
written notice to Lessor, and accompanied by the Purchase Option Price.


LEASSEE Play Co. Toys & Entertainment Corp.

By: James Frakes
Title: Chief Financial Officer
Date:3/3/99


LESSOR: Pacifica Capital

By: Bette Kerhoulas
Title: Pres. of Gen. Ptr.
Date: 3/24/99




<PAGE>
                                             Play Co. Toys & Entertainment Corp.
                                        550 Rancheros Drive San Marcos, CA 92069

To: Contact Name
Insurance Company
Address
City/State/Zip
Phone Number

                          INSURANCE CERTIFICATE REQUEST

     We have entered into a lease with Pacifica Capital.  Please see Exhibit "A"
attached to this request for the complete  description  of the equipment that we
are leasing. The equipment value is $37,409.01.

     This equipment is located at: 6170 West Grand Ave., #559, Gurnee, IL 60031

     Please see that we have immediate  insurance  coverage and issue  insurance
certificates with the following endorsements.

     1. Loss Payee & Additional Insured Endorsement:

                           SFC Capital Group Corporation
                           1390 Willow Pass Road Suite 850
                           Concord, CA 94520

     2. Additional Insured Endorsement:

                          Pacifica Capital
                          4 Venture Suite #260
                          Irvine, CA 92618

     [X] PHYSICAL DAMAGE:  Insurance Coverage is to be provided for fire, theft,
extended  coverage,  vandalism and malicious  mischief for the full value of the
equipment.

     [X] LIABILITY: Coverage should be written with minimum limits of $500,000 /
$500,000  for Bodily  Injury and  $100,000  Property  Damage or Combined  Single
Limits of $500,000 ($1,000,000  Combined for Heavy Machinery and Vehicles).

By: James Frakes
Title: Chief Financial Officer
Date:3/3/99

Please Fax All Insurance Certificates To (949) 727-3722
Questions? Call Karen (949) 727-3711 ext. 245
<PAGE>
LEASE AGREEMENT

     TO OUR VALUED CUSTOMER: This Lease has been written in "Plain English" When
we use the words you and your in this Lease, we mean you, our Customer, which is
the Lessee  indicated below When we use the words We, US, and our in this Lease,
we mean the Lessor,

Pacifica Capital
<TABLE>
<CAPTION>

<S>                   <C>                                                                                       <C>
CUSTOMER              Play Co. Toys & Entertainment Corp.                                                       Approval
Information           550 Rancheros Drive, San Marcos, CA 92069
                                                                                                                Lease

                           Various - See Exhibit "A"

SUPPLIER             Various - See Exhibit "A"
INFORMATION                                                                                                          Supplier Phone


EQUIPMENT            Quantity                        Make/Model                                          Serial Number
DESCRIPTION

                     See Exhibit A Attached Hereto And Made A Part Hereof

</TABLE>
<TABLE>
<CAPTION>

<S>             <C>
END OF LEASE   (Check one  applicable box. If no box is checked, the fair market value will apply.)
PURCHASE
OPTION          Fair Market Value Purchase  Option     [x] Fixed Price Purchase Option of $1.00
                Fixed Price Purchase Option  % of the total Cash Price
</TABLE>

TERM AND        Lease Term (months)         Lease Payment
LEASE PAYMENT         60                     $1,389.91
SCHEDULE
<TABLE>
<CAPTION>
                                                                      <S>     <C>
                                                                      You agree to pay at the time you sign this Lease
                                                                      A) Total Advance Lease Payment    (Mos)   = $ 2,779.82
                                                                      B) Salesluse Tax on Advance Lease Payment = $  inc.
LEASE PAYMENT                                                         C) One-time Documentaurso Fee             = $ 500.00
                                                                      D) Total of A + B + C                     = $ 3,279.82

                                                            If more than one Lease Payment is required in advance. the additional
                                                            amount will be applied at the end of the original or any renewal term.

</TABLE>

INSURANCE            You are required to provide and maintain  insurance related
& TAXES              to the  Equipment,  and to pay any  property,  use another
                     taxes refitted to this Lease or the Equipment (See Sections
                     4 and 6 on the back of this  Lease) If you are  tax-exempt,
                     you agree to furnish us with satisfactory evidence
                     of your exemption

     TERMS AND CONDITIONS BY SIGNING THIS LEASE:  (I) YOU  ACKNOWLEDGE  THAT YOU
HAVE READ AND  UNDERSTAND THE TERMS AND CONDITIONS ON THE FRONT AND BACK OF THIS
LEASE,  (II) YOU AGREE THAT THIS LEASE IS A NET LEASE THAT YOU CANNOT  TERMINATE
OR CANCEL,  YOU HAVE AN UNCONDITIONAL  OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER
THIS LEASE,  AND YOU CANNOT  WITHHOLD,  SET OFF OR REDUCE SUCH  PAYMENTS FOR ANY
REASON,  (III) YOU WILL USE THE EQUIPMENT ONLY FOR BUSINESS  PURPOSES,  (IV) YOU
WARRANT THAT THE PERSON  SIGNING  THIS LEASE FOR YOU HAS THE  AUTHORITY TO DO SO
AND TO GRANT THE POWER OF ATTORNEY SET FORTH IN SECTION 7 OF THIS LEASE, (V) YOU
CONFIRM  THAT YOU  DECIDED TO ENTER INTO THIS LEASE  RAThER  THAN  PURCHASE  THE
EQUIPMENT  FOR THE TOTAL CASH PRICE,  AND (VI) YOU AGREE THAT THIS LEASE WILL BE
GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND YOU CONSENT TO THE
JURISDICTION  OF ANY COURT LOCATED  WITHIN  MASSACHUSETTS.  YOU AND WE EXPRESSLY
WAIVE  ANY  RIGHTS  TO A  TRIAL  BY  JURY.
<TABLE>
<CAPTION>

<S>                                                    <C>
Pacifica  Capital                                      Play  Co.  Toys &
                                                       Entertainment Corp.
Bette Kerhoulas, Pres. of Gen. Ptr.                    James Frakes, Chief Financial Officer
</TABLE>

     THIS PERSONAL  GUARANTY  CREATES  SPECIFIC LEGAL OBUGATIONS When we use the
we, us, and our in this personal Guarantee. we mean the lessor named above

<PAGE>
                    Inventory Addendum to Lease Aqreement No:


                   Between Pacifica Finance Company, as Lessor
               And Play Co. Toys & Entertainment Corp., as Lessee
                              Dated _________ 1999



     LOCATION:  Play Co. Toys &  Entertainment  Corp.  (Lessee)  Agrees to amend
Paragraph 3 of the Lease  Agreement.  In lieu of records showing the location of
each piece of leased equ~pment.  Lessee will report this location to Lessor upon
request by  Lessor.  Failure  to do so shall  constitute  a breach of the lease,
which  default  shall be  governed  by the terms  and  conditions  specified  in
Paragraph 3 of the Lease Agreement. Agreed to this day of 1999


LESSEE: Play Co. Toys & Entertainment Corp.
By: James Frakes     Title:  CFO         Date: 4/2/99



LESSOR: Pacifica Finance Company


By: Title: Date:

<PAGE>
                                   EXHIBIT "A"

Equipment Location: Portion of payment: $1,025.39

550 Rancheros Drive
San Marcos, CA 92069
Equipment Cost:                    $6,470.00
Tax 7.75%:                            501.43
Total:                             $6,971.43

Vendor:
Vision Point of Sale, Inc.
2470 Brickvale Drive
Elk Grove Village IL 60007



   3                         NCR Master POS Terminal with the following
                             21/21 Receipt Printer
                             Keyboard
                             Standard Cash Drawer & Till
                             3.5" Flex Drive
                             CCC/PCI F/Modem I/F
   5                         NCR Electronic Cash Register:
                             Satellite Terminal with:
                             21/21 Receipt Printer
                             Keyboard
                             Standard Cash Drawer wiTill
   7                         NCR 2123 POS Printer







     This Exhibit "A" is affached to and a part of Lease No. and  constitutes  a
true and accurate description of the equipment.

LESSEE: Play Co. Toys & Entertainment Corp.
   By: James Frakes        Title:  CFO   Date: 4/2/99

LESSOR: Pacifica Finance Company
   By:                     Title:        Date:



Page 1 of 11

<PAGE>
                                   EXHIBIT "A"

Equipment Location:
550 Rancheros Drive
San Marcos, CA 92069
Equipment Cost:                    $2,500.00
Tax 7.75%:                            193.75
Shipping:                             825.00
Total:                             $3,518.75


Vendor:
Teldata Voice & Data Communications
9085 Aero Drive
San Diego CA 92123

   1                         SALES CD
                             MTXSDV


















     This Exhibit "A" is affached to and a part of Lease No. and  constitutes  a
true and accurate description of the equipment.

LESSEE: Play Co. Toys & Entertainment Corp.
   By: James Frakes        Title:  CFO   Date: 4/2/99

LESSOR: Pacifica Finance Company
   By:                     Title:        Date:



Page 2 of 11

<PAGE>
                                   EXHIBIT "A"

Equipment Location:
550 Rancheros Drive
San Marcos, CA 92069
Equipment Cost:                   $12,628.20
Tax 7.75%:                            978.69
Total:                            $13,606.89


Vendor:
Connex System Integration
410 5. Santa Fe Rd., Suite 101
Vista CA 92084



1                            HP LC3 P11 350 192MB RAM 2X 9.1 GB Hard  Drive Sony
                             SDT-9000 tape backup wiSony backup software
25                          License for Exchange Server (software)
25                          License NT Server (software)
1                           Proxy Server













     This Exhibit "A" is affached to and a part of Lease No. and  constitutes  a
true and accurate description of the equipment.

LESSEE: Play Co. Toys & Entertainment Corp.
   By: James Frakes        Title:  CFO   Date: 4/2/99

LESSOR: Pacifica Finance Company
   By:                     Title:        Date:




Page 3 of ll

<PAGE>
                                   EXHIBIT "A"

   Equipment Location:
   550 Rancheros Drive
   San Marcos, CA 92069

Equipment Cost: $4,330.96
Tax 7.75%: 335.65
Total: $4,666.61


   Vendor:
   Data Pro
   735 Elliott Street
   Longmont CO 80501




5                            Epson Stylus 740 printer
                             Serial #'5 A6R1 380874,  A6R1 387421,  A6R1 350911,
                             A6R1 818129, A6R1 352039
5                            Parallel Printer Cables 10'
5                            USR Sportster 56K internal modem
1                            lomega ZIP drive
1                            ATI Expert 98 video card
1                            ASDS P5AB AT Motherboard
1                            AMD K6-2 333 CPU
1                            64 Meg PC10O DIMM memory
1                            CPU haetsinks with fan
1                            Toshiba 6302B 32X IDE CDROM
1                            Fujitsu 3.2G Harddisk
2                            IDE cables
1                            TEAC 32X CDROM
1                            Fujitsu 3.2G Harddisk
2                            Phoneplugs
2                            Bookshelf
1                            CS-i 14 Master View CPU Switch
4                            3 in 1 Mon/KB/Mouse cables
1                            3COM 3CCFE575BT 10/1 LAN PCMCIA card


     This Exhibit "A" is affached to and a part of Lease No. and  constitutes  a
true and accurate description of the equipment.

LESSEE: Play Co. Toys & Entertainment Corp.
   By: James Frakes        Title:  CFO   Date: 4/2/99

LESSOR: Pacifica Finance Company
   By:                     Title:        Date:


Page 4 of 11


<PAGE>
                                   EXHIBIT "A"

Continued:

Data Pro
735 Elliott Street
Longmont CO 80501
1                           Logitech Track ball
3                           Sylvania 17" Monitor
1                           Floppy Drive
1                           FIC VA-503 AT Motherboard
1                           AMD K6-2 266 CPU
1                           Heatsink with fan
I                           64 Meg PC1OO DIMM memory
1                           USR Sportster 56K internal modem









     This Exhibit "A" is affached to and a part of Lease No. and  constitutes  a
true and accurate description of the equipment.

LESSEE: Play Co. Toys & Entertainment Corp.
   By: James Frakes        Title:  CFO   Date: 4/2/99

LESSOR: Pacifica Finance Company
   By:                     Title:        Date:



Page 5 of 11

<PAGE>
                                   EXHIBIT "A"

Equipment Location:
550 Rancheros Drive
San Marcos, CA 92069

Equipment Cost:                    $4,617.00
Tax 7.75%:                            357.82
Total:                             $4,974.82


Vendor:
Mega Comm Technologies, Inc.
9109 Chesapeake Drive
San Diego CA 92123



5 WINDOWS NT WORKSTATION 4.0
10 MCAFEE VIRUS SCAN CLASSIC FOR 95/98/NT













    This Exhibit "A" is affached to and a part of Lease No. and  constitutes  a
true and accurate description of the equipment.

LESSEE: Play Co. Toys & Entertainment Corp.
   By: James Frakes        Title:  CFO   Date: 4/2/99

LESSOR: Pacifica Finance Company
   By:                     Title:        Date:


Page 6 of 11

<PAGE>
                                   EXHIBIT "A"

Equipment Location:
550 Rancheros Drive
San Marcos, CA 92069

Equipment Cost: $7,342.09
Tax 7.75%: 567.52
Total: $7,909.61

Vendor:
COMPUSA
P.O. Box 200670
Dallas, TX 75320-0670




2                          BELK AUTO S/B RVESBL IEEE
1                          REAL 56+10/100 PC-CRD
1                          BELK CBL MACIMG2 8MM 10' P
1                          ESPO STYLUS COLOR 650
15                         BELK CBL 1OBT CATS 14' GRN
5                          BELK CBL DB 25 MM STR 15' G
5                          BROT PTOUCH 310 LBLPRTR
1                          TOSH BATT PACK LION 4000
2                          3COM 10/100 PCMCIA 16BIT
1                          CANO BJC-80
1                          CANOPORT KIT NK-300
6                          BELK CUCABAG IEEE PARCBL6
2                          READ CUSA CLEANING WIPES
4                          BELK CBL DB25 MM STR 15' G
1                          BELK 4P05 MAC SWITCHBOX
1                          VIEW 191N 25MM PS790
6                          LASERJET 6LSE
1                          VIEW 191N PS790
2                          SONY 17.25 200E5 MONITOR
1                          HP LASERJET hOOSE
3                          HP LASERJET 6LSE
1                          BELK AUTOS/B RVESBL IEEE







    This Exhibit "A" is affached to and a part of Lease No. and  constitutes  a
true and accurate description of the equipment.

LESSEE: Play Co. Toys & Entertainment Corp.
   By: James Frakes        Title:  CFO   Date: 4/2/99

LESSOR: Pacifica Finance Company
   By:                     Title:        Date:



Page 7 of ll

<PAGE>
                                   EXHIBIT "A"

Equipment Location:
27690-B Santa Margarita Parkway
Mission Viejo, CA 92691


Equipment Cost:     $1,551.08
Tax 7.75%:          120.21
Shipping:           592.50
Total:              $2,263.79
Portion of payment: $55.74

Vendor:
Toshiba
9740 Irvine Blvd.
Irvine, CA 92618

Phone System which includes:

1                            DK14-KSU-4 DKT PORTS 2-CD
1                            STRATA-DK1 4-DOCUMNTPAK-VB
1                            1 CO 2 DKT INTF 5K14/DK8
4                            10 KEY DIGITAL HANDSFREE
I                            10 KEY DIGITAL DISPLAY
5                           DK1 4/40/424-DIG ITELOUG-VC
1                           PERIPHERALS









    This Exhibit "A" is affached to and a part of Lease No. and  constitutes  a
true and accurate description of the equipment.

LESSEE: Play Co. Toys & Entertainment Corp.
   By: James Frakes        Title:  CFO   Date: 4/2/99

LESSOR: Pacifica Finance Company
   By:                     Title:        Date:


Page 8 of 11

<PAGE>
                                   EXHIBIT "A"

Equipment Location:
The Block in Orange
20 City Blvd. West #203
Orange, CA 92868

Equipment Cost:     $3,042.43
Tax 7.75%:          235.82
Shipping:           915.00
Total:              $4,193.25
Portion of payment: $103.24

Vendor:
Toshiba
9740 Irvine Blvd.
Irvine, CA 92618

Phone System which includes:
1                           DK14-KSU-4 DKT PORTS 2-CD
1                           STRATA-DK1 4-DOCUMNTPAK-VB
1                           1 CO 2 DKT INTF SK14IDK8
1                           SID TEL INTF DK14/DK8
1                           DTMF RCVR 3 CKT DK14/DK8
5                           10 KEY DIGITAL HANDSFREE
1                           10 KEY DIGITAL DISPLAY
6                           DKI 4/40/424-DIGITELOUG-VC
1                           PERIPHERALS



    This Exhibit "A" is affached to and a part of Lease No. and  constitutes  a
true and accurate description of the equipment.

LESSEE: Play Co. Toys & Entertainment Corp.
   By: James Frakes        Title:  CFO   Date: 4/2/99

LESSOR: Pacifica Finance Company
   By:                     Title:        Date:





Page 9 of ll

<PAGE>
                                   EXHIBIT "A"


Equipment Location:
208 W. Hillcrest Drive
Thousand Oaks, CA 91360

Equipment Cost:     $3,042.43
Tax 8.25%:          251.00
Shipping:           915.00
Total:              $4,208.43
Portion of payment: $103.61

Vendor:
Toshiba
9740 Irvine Blvd.
Irvine, CA 92618


Phone System which includes:
1                           DK14-KSU-4 DKT PORTS 2-CD
1                           STRATA-DK14-DOCUMNTPAK-VB
1                           1 CO 2 DKT INTF 5K14/DK8
1                           STD TEL INTF DK14/DK8
1                           DTMF RCVR 3 CKT DK14/DK8
5                           10 KEY DIGITAL HANDSFREE
1                           10 KEY DIGITAL DISPLAY
6                           DK1 4/40/424-DIGITELOUG-VC
1                           PERIPHERALS


    This Exhibit "A" is affached to and a part of Lease No. and  constitutes  a
true and accurate description of the equipment.

LESSEE: Play Co. Toys & Entertainment Corp.
   By: James Frakes        Title:  CFO   Date: 4/2/99

LESSOR: Pacifica Finance Company
   By:                     Title:        Date:


Page lO of 11

<PAGE>
                                   EXHIBIT "A"

Equipment Location:
Great Lakes Crossing Mall
3999 Joslyn Rd., #551
Auburn Hills, MI 48326

Equipment Cost:     $3.042.3
Tax 6.00%:          182.55
Shipping:           915.00
Total:              $4,139.98
Portion of
payment:            $101.93

Vendor:
Toshiba
9740 Irvine Blvd.
Irvine, CA 92618


Phone System which includes:
1                           DK14-KSU-4 DKT PORTS 2-CD
1                           STRATA-DKI 4-DOCUMNTPAK-VB
1                           1 CO 2 DKT INTF 5K14/DK8
1                           STD TEL INTF DK14/DK8
1                           DTMF RCVR 3 CKT DK14/DK8
5                           10 KEY DIGITAL HANDSFREE
1                           10 KEY DIGITAL DISPLAY
6                           DK1 4/40/424-DIGITELOUG-VC
1                           PERIPHERALS


    This Exhibit "A" is affached to and a part of Lease No. and  constitutes  a
true and accurate description of the equipment.

LESSEE: Play Co. Toys & Entertainment Corp.
   By: James Frakes        Title:  CFO   Date: 4/2/99

LESSOR: Pacifica Finance Company
   By:                     Title:        Date:


Page 11 of 11

<PAGE>
                                                           DELIVERY & ACCEPTANCE

DELIVERY AND
ACCEPTANCE CERTIFICATE

By signing below, you, the Lessee, agree:

     A) That all equipment described in the lease identified below ( Equipment")
has been delivered,  inspected, installed and is unconditionally and irrevocably
accepted by you as  satisfactory  for all  purposes of the lease and

     B) That we, the Lessor named on the front of the lease identified below are
authorized to purchase the Equipment and start billing you under the lease

Lessee Name

   Play Co. Toys & Entertainment Corp.

Authorized Signature

James Frakes

Title                         Date

Chief Financial Officer       3/24/99

<PAGE>

                          CORPORATE RESOLUTION TO LEASE



RESOLVED, that this corporation,  Play Co. Toys & Entertainment Corn. lease from
Pacifica  Finance  Company  hereinafter  referred  to as  Lessor,  such items of
personal  property,   and  upon  such  terms  and  conditions  as  the  officers
hereinafter authorized, in their discretion, may deem necessary or advisable now
or in the future.

RESOLVED FURTHER, that the following authorized officers of this corporation

CFO                                 James Frakes
Title                               Name                               Signature

be and they hereby are  authorized,  directed and  empowered in the name of this
corporation,  to do or cause to be done all such further acts and things as they
shall deem necessary,  advisable,  convenient,  or proper in connection with the
execution  and  delivery of any such lease or leases and in  connection  with or
incidental to the carrying of the same into effect, including without limitation
on the scope of the foregoing,  the execution,  acknowledgment,  and delivery of
any and all instruments and documents which may be reasonably required by Lessor
under or in connection with any such lease.

RESOLVED  FURTHER,  that Lessor is authorized to act upon this resolution  until
written notice of its revocation is delivered to Lessor,  and that the authority
hereby  granted shall apply with equal force and effect to the successors in the
office of the officers herein named,  and further that said officers have deemed
said leases and agreements to be in the best interests of this corporation,  and
the  execution of such lease  agreements  by said  officers  shall be conclusive
evidence of their approval thereof.

I,  Richard  Brady  President  of  Play  Co.  Toys  &  Entertainment   Corp.,  a
corporniion,  incorporated  under  the laws in the State of  Delaware  do hereby
certify that the foregoing is a full,  true and correct copy of  resolutions  of
the Board of Directors of the said corporation,  adopted at a meeting. which was
duly and  regularly  called and held in all respects as required by law, and the
by-laws of the said corporation, at the office thereof on the I~ 3 day of ~A~(//
,1 9X9'; ,at which meeting a quorum was present and in favor of said resolution.
I further  certify that said  resolutions are still in full force and effect and
have not been  amended or revoked  and that the  specimen  signatures  appearing
herein  are  the  signatures  of  the  officers  authorized  to  sign  for  this
corporation by the said resolutions.

IN WITNESS  WHEREOF,  I have hereunto set my hand as such  President and affixed
the corporate seal of the said corporation, this 2nd day of April, 1999




                                                                            SEAL

Richard Brady

President of Play Co. Toys & Entertainment Corp.

<PAGE>
                             DISCLAIMER OF OWNERSHIP


     The  Undersigned  (the  t'Lessee")  proposes  to be the  Lessee of  certain
equipment from Pacifica Finance Com~any (the "Lessor")  pursuant to an Equipment
Lease  between  Lessor and Lessee  bearing Lease  No._____________signed  by the
Lessee on ______________ 1999 (the "Lease").  The equipment covered by the Lease
is hereinafter referred to as the "Equipment."

     The Equipment  will be purchased by Lessor from Vision Point of Sale,  Inc.
(the "Vendor").  Vendor has given credit to Lessee for deposit received and/or a
trade  in  of  existing  equipment.  Upon  Lessor's  receipt  of  all  necessary
documentation  and  satisfaction  of all conditions to Lessor  entering into the
Lease, Lessor shall pay the Vendor in full less the trade in value.

     Lessee hereby consents to the Vendor  transferring  the entire ownership in
the Equipment to Lessor and effective on the actual transfer of the Equipment to
Lessor, disciaims any ownership interest or rights in the Equipment except those
the Lessee has by virtue of being the Lessee under the Lease.


LESSEE. Play Co Toys & Entertainment Corp.

BY:James Frakes
TITLE: CF0
DATE: 4/2/99



<PAGE>
[GRAPHIC OMITTED]
<PAGE>
                                             Play Co. Toys & Entertainment Corp.
                                                             550 Rancheros Drive
                                                            San Marcos, CA 92069

To:   Contact Name
      Insurance Company
      Address
      City/State/Zip
      Phone Number                                 Fax

                          INSURANCE CERTIFICATE REQUEST

     We have  entered into a lease with  Pacifica  Finance  Company.  Please see
Exhibit  "A"  attached  to this  request  for the  complete  description  of the
equipment that we are leasing. The equipment value is $56~453.55.

     This equipment is located at: 550 Rancheros Drive , San Marcos, CA 92069

     Please see that we have immediate  insurance  coverage and issue  following
endorsements.

1.  Loss Payee & Additional Insured Endorsement:

                           AT&T Capital Leasing Services, Inc.
                           4420 rosewood Drive
                           Pleasanton, CA 94588

2.  Additional Insured Endorsement:

pacifica Finance Company
4 Venture Suite #260
Irvine, CA 92618

     PHYSICAL  DAMAGE:  Insurance  Coverage is to be provided  for fire,  theft,
extended  coverage,  vandalism and malicious  mischief for the full value of the
equipment.

     LIABILITY:  Coverage  should be written with  minimum  limits of $500,000 /
$500,000  for Bodily  Injury and  $100,000  Property  Damage or Combined  Single
Limits of $500,000 ($1,000,000  Combined for Heavy Machinery and Vehicles).

By: James Frakes
Title: CFO
Date:

Please Fax All  Insurance  Certificates  To
(949) 727-3722 Questions? Call Karen (949) 727-3711 ext. 245



<PAGE>

[GRAPHIC OMITTED]
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                                     <C>
LESSOR                                                                                                                  LEASE NUMBER


Pacifica Capital
4 Venture Suite #260
Irvine, CA 92618
------------------------------------------------------------------------------------------------------------------------------------
                   FULL LEGAL NAME AND ADDRESS OF LESSEE                                    SUPPLIER OF EQUIPMENT (COMPLETE ADDRESS)
                   1
                                                                                    Vanous Vendors
                                                                                    See Exhibit "A'9 Attached
Play Co. Toys & Entertainment Corp.
550 Rancheros Drive
San Marcos, CA 9296~TLY AND SEVERALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------------------
        QUANTITY              DESCRIPTION, MODEL #, CATALOG #, SERIAL#  OR'OTHER ID#
------------------------------------------------------------------------------------------------------------------------------------
          See Exhibit A Attached hereto and Made A Part Hereof

------------------------------------------------------------------------------------------------------------------------------------
EOUIPMENT
LOCATION IF    STREET ADDRESS            10251 Santa Monica Blvd.
DIFFERENT                               COUNTY____________________ STATE                                 ZIP____________________
            CITY   Los Angeles                    Los Angeles                            CA                         90067
------------------------------------------------------------------------------------------------------------------------------------
                    AMOUNT OF EACH PAYMENT                MONTHLY     XX         TERM OF LEASE   NO. OF PAYMENTS      SECURITY
                  (PLUS SALES TAX. IF APPLICABLE)         OTHEPUSPECIFY 0        (NO OF MONTHS)                       DEPOSIT
           $1,987.53                                                                60                    60               0.00
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                          TERMS AND CONDITIONS OF LEASE

     1 LEASE Lessee hereby leases from Leesor,  and Lessor teases to Lessee. the
personal propeny dercebed above. together with any replacement parts. additions,
repairs  or  acceroones  now  or  hereahei  incorporated  in  or  affixed  to it
(hereinafter referred to as the 'Equipment")

     2 ACCEPTANCE  OF EOUIPMENT  Lessee  agrees to inspect the  Equipment and to
execute an  Acknowledgement  and  Acceptance  of Equipment by Lessee  notne,  as
provided by Lessor,  aher the Equipment has been  deliverect  ano aner Lessee is
satistiert  that the Equipment is  satisfactory  in every respect  Lessee herehy
authonzes Lessor to insert in this Lease senal numbers or other identifying data
with respect to the Equipment

     3 DISCLAIMER OF WARRANTIES AND CLAIMS; LIMITATION OF REMEDIES. THERE ARE NO
WARRANTIES  BY OR ON BEHALF  OF LESSOR  Lessee  acknowledges  and  aqrees by his
signature below as follows

     (a)  LESSOR  MAKES  NO  WARRANTIES  EITHER  EXPRESS  OR  IMPLIED  AS TO THE
CONDITION OF THE EOUIPMENT ITS  MERCHANTABILITY,  ITS FITNESS OR SUITABILITY FOR
ANY PARTICULAR PuRPOSE ITS DESIGN ITS CAPACITY,  ITS CUALITY, OR WITH RESPECT TO
ANY CHARACTERISTICS OF THE EOUIPMENT

     (b) Lessee has fully inspecred the Equipment which it haS requested  Lessor
to acquire and lease to Lessee and the  Equipment  is in good  condition  and to
Lessee's complete satisfaction

     (c) Lessee leases the EqCipment Cs is' and with all faults,

     (d) Lessee Specifically acknowledges that the Equipment is leased to Lessee
solely to Commercial or business parboses and not for personal lawly, hoUSehold,
or agrCuitu.al purposes,

     (e)  If the  Equipment  is not  properly  installed  does  Cot  operate  CS
represented or warranied by the supplier or  manufacturer  or is  unsatisfactory
for any reason, regardless of cause or consequence.  Lessee S only remedy it any
Shall be against thy supplier or  manafacturer  of the Equipment and not against
Lessor

     (f) Provided  Lessee is not in delaull  under this Lesne Lessor  assigns to
Lessee any warranties made by the supplier or the  manulCoturer of the Equipment
INITIALS

     (g) LESSEE SHALL HAVE NO REMEDY FOR  CONSEGUENTIAL  OR  INCIDENTAL  DAMAGES
AGAINST LESSOR and

     (h) NO DEFECT  DAMAGE OR UNFITNESS OF THE  EGUIRMENT  FOR ANY PURPOSE SHALL
RELIEVE  LESSEE OF THE  OBLIGATION  TO PAY RENT OR RELIEVE  LESSEE OF ANY OTrrER
OBLIGATION UNDER THIS LEASE The parties have soecificaily  neoutiated and adrend
to the torenoino barsoraph

     4 STATUTORY  FINANCE  LEASE Lessee agrees and  acknowledges  that it is the
intent of both  parties to this Lease  that it  qualify as a  Statutory  finance
lease under Artide 2A of the Uniform  Commercial  Code Lessee  acknowledges  and
agrees that Lessee has  selected  both (1) the  Equipment,  and (2) the Supplier
from whom Lessor is to purchase the Equipment  Lessee  acknowledges  that Lessor
has not participated in any way in Lessee's selection of the Equipment or of the
supplier and Lessor has not selected manufactured, or supplied ihe Equipment

   LESSEE IS ADVISED THAT IT MAY HAVE RIGHTS UNDER THE CONTRACT  EVIDENCING  THE
LESSOR'S  PURCHASE OF THE EOUIPMENT FROM THE SUPPLIER  CHOSEN BY LESSEE AND THAT
LESSEE SHOULD  CONTACT THE SUPPLIER OF THE  EOUIPMENT  FOR A DESCRIPTION  OF ANY
SUCH RIGHTS

     5 ASSIGNMENT BY LESSEE  PROHIBITED  WITHOUT LESSOR'S PRIOR WRITTEN CONSENT.
LESSEE  SHALL NOT ASSIGN THIS LEASE OR SUBLEASE  THE  EOUIPMENT  OR ANY INTEREST
THEREIN, OR PLEDGE OP TRANSFER THIS LEASE, OR OTHERWISE DISPOSE OF THE EOUIPMENT
COVERED HEREBY

     6 COMMENCEMENT,  RENTAL PAYMENTS, INTERIM RENTALS This Lease shall commence
upon the written acceptance hereof by Lessor and shall end upon full performance
and  observance  by Lessee of each and every term,  conctition  and covenant set
forth in this  Lease,  any  Schedules  hereto and any  extenvons  hereof  Rental
payments  Shall be in the amounts and frequency as set forth or, me tace of this
Lease or any Schedules hereto In addition to regular  rentals,  Lessee shalt pay
to Lessor intesm rent for the use of the  Equipment  phor to the due date of the
first  payment  Inteem reef shaf be in an amount  equal to 1/30th of the monthly
rental,  multiplied by the number ot ovys elapsing between the date on which the
Equipment  is  accepted  by  Lessee  and the  commencement  hate of this  Lease,
together wtth the nomber of days elapsing between  commencement of the Lease and
the due date of the first  payment  The  payment of intenm renl xhaIl be due and
payable upon  Lessee's  receipt of invoice from Lessor Ilne rental  penoof under
the Lease shall terminate following the last dap of the terms stated On the face
hereof  or in any  Schectuve  hereto  unless  such  Lease or  Schedule  has been
extended or otbenese  modified Lessotor shaft have no obligation to Lessee under
this Lease if the  Equipment,  for whatever  reason,  ix not delivered to Lessee
vethin  ninety  (90) days  after  Lessee  egna this Lease  Lessor  shall have no
obligahon to Leaxee  Uroder this Lease if Lessee fails tO execute and deliver to
Lessor an  Acknowledgement  and Acceptance of Equipment by Lessee  acknoafedging
its acceptance of the Equipment within thirty (30) days after it is delivered to
Lessee, with respect to this Lease or any Schedule hereto

     THIS LEASE IS NOT CANCELABLE OR TERMINABLE BY LESSEE

     SEE REVERSE SIDE FOR ADDITIONAL  TERMS AND  CONDITIONS  WHICH ARE A PART OF
THIS LEASE

     LESSEE  UNDERSTANDS AND  ACKNOWLEDGES  THAT NO BROKER OR SUPPLIER,  NOR ANY
SALESMAN.  BROKER, OR AGENT OF ANY BROKER OR SUPPLIER,  IS AN AGENT OF LE~SOR NO
BROKER OR SUPPLIER NOR ANY SALESMAN, BPOKEO, OR AGENT OF ANY BROKER OR SUPPLIER,
IS  AUTHORIZED  TO WAIVE OR ALTER ANY TERM OR  CONDiTiON  OF THIS LEASE,  AND NO
REPRESENTATION  AS TO THE  EOUIPMENT  OR ANY  OTHER  MATTER  BY  THE  BROKER  OR
SUPPLIER. NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, SHALL IN
ANY WAY  AFFECT  LESSEE'S  DUTY  TO PAY  THE  RENTALS  AND TO  PERFORM  LESSEE'S
OBLIGATIONS SET 'ORTH IN ThIS LEASE

     7 CHOICE OF LAW This Lease shall not be eflective until signed by Lessor at
as pnncipal office listed above This Lease Shall be considered to have been made
in the State of Lesso~s  perelpat  place of ousineas  listed  anove and shall be
interpreted in accordance  with the laws and regutations of the State of Lessors
poncipal  place of buChess  Lessee agrees to Iunsdiclion in the State of Lessors
principal  place of  business  listed  above in any  action  suit or  proceeding
regarding this Leas~ and concedes that it, and each of them transacted  business
in the State of Lessors  pencipal place or business lisled above by entenng intO
this Lease In the event of any legal  action veth regard to this lease 9(the equ
pmenf  covered  hereby.  Lessee  agrees  that venue may be laid in the County of
Lessors principal place of business
<TABLE>
<CAPTION>

<S>                                                                       <C>
LESSEE                                                                    LESSOR

Play Co. Toys Entertainment Corp.
James B. Frakes CFO/Corporate Secretary                                   Harold Noriega, President of General Partner
</TABLE>

<PAGE>
                                   ADDENDUM A




ADDENDUM A TO LEASE AGREEMENT NUMBER #

     This Addendum is incorporated into and made a part of the above-noted Lease
Agreement  and all  supporting  documents  (IILcaseYv)  by and between  Pacifica
Capital, as Lessor and Play Co. Toys & Entertainment  Corp., as Lessee dated May
15 1998  capitalized  terms  used but not  defined  herein  shall  have the same
meaning given to them in the Lease.

     The provision of the aforementioned Lease notwithstanding Lessor and Lessee
mutually agree to amend the above referenced lease as follows:

     The Lease payment shall be in the sum of$l,880.81.

     All other  terms,  provisions  and  conditions  of the lease remain in full
force and effect.


IN WITNESS  WHEREOF  the parties  hereto  have caused this  Addendum to be duly
executed as of this 19th day of May 1998.

Acknowledged and Agreed by Lessee:

LESSEE:       Play Co. Toys & Entertainment Corp.


James B. Frakes, CFO/Corporate Secretary



<PAGE>
                                   ADDENDUM A




ADDENDUM A TO LEASE AGREEMENT NUMBER #

     This Addendum is incorporated into and made a part of the above-noted Lease
Agreement  and all  supporting  documents  (11Lease")  by and  between  Pacifica
Capital, as Lessor and Play Co. Toys & Entertainment  Corp., as Lessee dated Mav
15,  19~pitalized  terms used but not defined herein shall have the same meaning
given to them in the Lease.

     The provision of the aforementioned Lease notwithstanding Lessor and Lessee
mutually agree to amend the above referenced lease as follows:

     Paragraph  21F  modified to read as follows:  Lessee  defaults on any other
agreement it has with lessor EXECUTED SUBSEQUENT TO THE DATE HEREOF; or

     Paragraph 22 Remedies modified to read as follows: If Lessee is in default,
Lessor,  WITH 10 DAYS WRITTEN NOTICE AND THE RIGHT TO CURE, shall have the right
to  exercise  any  one  or  more  of the  following  remedies,  concurrently  or
separately, and without any election of remedies being deemed to have been made.

     All other  terms,  provisions  and  conditions  of the lease remain in full
force and effect.


     IN WITNESS  WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.

Acknowledged and Agreed by Lessee:

LESSEE:       Play Co. Toys & Entertainment Corp.


James B. Frakes, CFO/Corporate Secretary


<PAGE>
                                   ADDENDUM A

                             EXHIBIT "A" PAGE 1 OF 6
                                    LEASE NO.

QUANTITY       EQUIPMENT DESCRIPTION --
Vendor #1      Play Co. Toys & Ente rtai nmen t Corp
(Spacewall)    550 Rancheros Dr.
               San Marcos, CA 92069

14        96" T X3' W
36        96"TX4' W
2         60"TX3'W
11        60" T X 4' W

Vendor #2           Play Co. Toys & Entertainment Corp.
(Tustin Wood Works, 550 Rancheros Dr.
Incorporated)       San Marcos, CA 92069

1                                   NEW CASH WRAP FOR CENTURY CITY
                                    INCLUDING 2 ROUND IMPULSE UNITS
                                    AND 2 ANGLED PARTS OF CASH WRAP

Vendor #3                           Play Co. Toys & Entertainment Corp.
(Signage Solution)                  550 Rancheros Dr.
                                    San Marcos, CA 92069

1                                   One Set of 11" Reverse Halo Letters



     IN WITNESS  WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.

Acknowledged and Agreed by Lessee:

LESSEE:       Play Co. Toys & Entertainment Corp.


James B. Frakes, CFO/Corporate Secretary

<PAGE>
                                   ADDENDUM A



                                   EXHIBIT "A"
                                    LEASE NO.
OUANTITY                   EOUIPMENT DESCRIPTION

Vendor #4                           Play Co. Toys & Entertainment Corp.
(Wallach 's)                        550 Rancheros Dr.
                                    San Marcos, CA 92069

362 Sq. Yd.                        Royal Blue High Grade Carpet
1.00 Sq. Yd.                       Carpet: add to original contract for
                                   Designweave 4Ooz. to match Bentley Kings
                                   Road Color Sapphire

Vendor #5                           Play Co. Toys & Entertainment Corp.
(G.S.I.)                            550 Rancheros Dr.
                                    San Marcos, CA 92069

8                                   36" X 8" 1/4" CLEAR GLASS POLISH ALL
8                                   36" X 10"       "SAME"
12                                  36" X 12"       "SAME"
4                                   36" X 16"       "SAME"
4                                   36" X 18"       "SAME"
22                                  48" X 12"       "SAME"
22                                  48" X 16"       "SAME"
22                                  48" X 18"       "SAME"





     IN WITNESS  WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.

Acknowledged and Agreed by Lessee:

LESSEE:       Play Co. Toys & Entertainment Corp.


James B. Frakes, CFO/Corporate Secretary
<PAGE>
                                   ADDENDUM A

                                   EXHIBIT "A"
                                    LEASE NO.

OUANTITY            EOUIPMENT DESCRIPTION

Vendor #6                    Mici Installation
                             24585 Kings View
                             Laguna Niguel, CA 92677


1         Installation  of all store fixtures,  glass case, all CDC fixtures,  &
          canopies and 28 glass door kits.  All hardware for anchoring  plus box
          comers. Anchor all wall units accoording to plan.

Vendor #7                           TruSsworks
                                    325 South Maple Avenue, #28
                                    So. San Franciso, CA 94080
                                    650-742-0709

1                                   2' Radius 90' section
2                                   4' Radius 45' section
2                                   2' Radius 90' section, Horizontal
I                                   6' 7 1/2" sq. straight truss
1                                   7' 8-3/4" Sq. straight truss
2                                   7' 0" Sq. straight truss
1                                   2' 1-3/8" sq. straight truss
I                                   8-1/2" straight truss
2                                   1' 11-3/8" straight truss
1                                   5' 0" straight flat truss
1                                   5' 9-1/2" straight flat truss
2                                   3 7-1/2" sq. straight truss
10                                  12' 0" suspension cable, wi shackle



     IN WITNESS  WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.

Acknowledged and Agreed by Lessee:

LESSEE:       Play Co. Toys & Entertainment Corp.


James B. Frakes, CFO/Corporate Secretary


<PAGE>
                                   ADDENDUM A



                                   EXHIBIT "A"
                               LEASE NO. _________
OUANTITY                   EOUIPMENT DESCRIPTION



Vendor #8                           Tustin Wood Works, Incorporated
                                    2660 Walnut Ave., Unit F
                                    Tustin, CA 92780
                                    714-731-2803
<TABLE>
<CAPTION>

<S>                                 <C>
2                                   ROUNDED SEAT AREA
1                                   BOOKCASE FOR CENTURY CITY
34                                  FACIA PIECES
1                                   SQUARE STEP DISPLAY
1                                   HOBBY CASH WRAP
7                                   RECTANGULAR DISPLAY CASES WITH
                                    MIRROR BACKS 0N3
2                                   ANGLED DISPLAY CASES WITH FLOURECENT LIGHTS AT SIDES AND A
                                    FLOURECENT AT TOP
2                                   DISPLAY CASES 25 1/2" WIDE & 36" WIDE WITH SPOT LIGHTS &
                                    FLOURECENT AT TOP
1                                   WEDGE CABINET FOR CENTURY CITY
                                    61" HIGH WHITE
3                                   LAMINATED SHELVES WHITE FOR CENTURY CITY
1                                   ANGLED CABINET 72" HIGH WHITE & RED FOR CENTIRY CITY
2                                   3" x 72" FILLER PCS LAMINATED ON 4 SIDES WITH WHITE LAMINATE



     IN WITNESS  WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.

Acknowledged and Agreed by Lessee:

LESSEE:       Play Co. Toys & Entertainment Corp.


James B. Frakes, CFO/Corporate Secretary

<PAGE>
                                   ADDENDUM A

                                   EXHIBIT "A"
                                    LEASE NO.

QUANTITY


Vendor #9
             Lozier Corporation
             P.O. Box 3577
             Omaha, NE
             402-457-8000

50          PLT BACK, 48WX66H,72H UPRITE OR 66H UPPER, PEG
14          PLT, BACK,48WX54H,60H UPRITE OR 54H UPPER, PEG
12          PLT S  STYLE  SHELF,48X22D
8           PLT S  STYLE  DECK,  36W X 16D
6           PLT S STYLE SHELF, 36W X 16D
8           PLT S STYLE SHELF, 36WX22D
36          PLT S STYLE SHELF, 48WX22D
45          PLT  SLOTWALL  CENTER  RAIL,48W
15          PLT  SLOTWALL  CENTER  RAIL,  36W SLV
10          SLOTWALL BACK SPACER CLIP
45          PLT BOTTOM RAIL,  48W, HEAVY DUTY
15          PLT BOTTOM RAIL, 36W, HEAVY DUTY
13          CHR  BASE   ENDTRIM,   16D,  06  BASE,   PAIR-LH/RH
8           SAT DOORKIT,36WX4OH,GLASS,W/LOCK
4           SAT DOORKIT,36WX50H,GLASS,W/LOCK
10          SAT DOORKIT,48WX50H,GLASS,W/LOCK
6           SAT DOOR KIT,48WX87H,TEMP GLASS,W/LOCK
4           PLT MULTI-PURPOSE BRKTS, 16D,FLAT,PAIR-LH/RH
3           I09 END DECK, 35WX16D,06 BASE
3           PLT END HOSE  PANEL,36WX68H,05, BASE,PTDSLOTWL
6           BASE  BPACKET  ANCHOR PLATE, PACK CF 10
18          CANOPY LITE BRKT,FOR UNDER SHELF APPL

</TABLE>



     IN WITNESS  WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.

Acknowledged and Agreed by Lessee:

LESSEE:       Play Co. Toys & Entertainment Corp.


James B. Frakes, CFO/Corporate Secretary
<PAGE>
                                   EXHIBIT "A"
                                   LEASE NO.

QUANTITY                 EQUIPMENT DESCRIPTION


Vendor #9


4 GLASS SHELF BRKT, 08D
4 GLASS SHELF BRKT, lOD
17 GLASS SHELF BRKT,12D
13 GLASS SHELF BRKT,16D
13 GLASS SHELF SHELF, 18D
36 BCP GLASS SHELF SUPPORT CHANNEL,36W
66 BCP GLASS SHELF SUPPORT CHANNEL, 48W
72 GLV CANOPY BRKT, FOR LAM CANOPY
4 PLT S STYLE SHELF, 36WX22D
6 PLT S STYLE SHELF,36WX19D
12 PLT S STYLE SHELF,36WX17D
8 PLT S STYLE SHELF,36WX15 D
2 PLT S STYLE SHELF, 36WX13D
2 PLT S STYLE SHELF,36WX10D
6 3CP GLASS SHELF BRKT, 12D
6 3CP GLASS SHELF BRKT, 16D
6 3CP GLASS SHELF BRKET, 13D
2 PLT S STYLE SHELF,36WX1OD
2 PLT S STYLE SHELF, 36WX13D
2 PLT S STYLE SHELF, 36WX16D
2 PLT S STYLE SHELF,36WX19D




     IN WITNESS  WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.

Acknowledged and Agreed by Lessee:

LESSEE:       Play Co. Toys & Entertainment Corp.


James B. Frakes, CFO/Corporate Secretary

<PAGE>
LESSOR.                                                             LEASE NUMBER


Pacifica Capital
4 Venture Suite #260
Irvine, CA 92618

   LESSEE

                                                                   DATE OF LEASE
                                                                    May 15, 1998

Play Co. Toys & Entertainment Corp.
550 Rancheros Drive
San Marcos, CA 92069


                         ACKNOWLEDGEMENT AND ACCEPTANCE
                             OF EQUIPMENT BY LESSEE

             See Exhibit "A" Attached Hereto and Made A Part Hereof






     Lessee  hereby  acknowledges  that the Equipment  described  above has been
received in good condition and repair, has been properly installed,  tested, and
inspected,  and is operating  satisfactorily in all respects for all of Lessee's
intended  uses  and  purposes.   Lessee  hereby  accepts   unconditionally   and
irrevocably the Equipment.

     By signature below, Lessee  specifically  authorizes and requests Lessor to
make payment to the supplier of the Equipment. Lessee agrees that said Equipment
has not been delivered, installed, or accepted on a trial basis.

     WITH THE  DELIVERY OF THIS  DOCUMENT  TO LESSOR,  LESSEE  ACKNOWLEDGES  AND
AGREES THAT LESSEE'S  OBLIGATIONS TO LESSOR BECOME  ABSOLUTE AND IRREVOCABLE AND
LESSEE  SHALL  BE  FOREVER   ESTOPPED  FROM  DENYING  THE  TRUTHFULNESS  OF  THE
REPRESENTATIONS MADE IN THIS DOCUMENT

DATE OF ACCEPTANCE
May 21, 1998

                                      LESSEE Play Co. Toys & Entertainment Corp.
                                            James Frakes CFO/Corporate Secretary



     IMPORTANT THIS DOCUMENT HAS LEGAL AND FINANCiAL  CONSEQUENCES TO YOU DO NOT
SIGN THIS DOCUMENT UNTiL YOU HAVE ACTUALLY RECEIVED ALL OF THE EQUIPMENT AND ARE
COMPLETELY SAT~SiFIED WITH IT

                               I HEREBY AUTHORiZE________________ ______________
                                 TO ORALLY VERIFY MY/OUR ACCEPTANCE OF ThE ABOVE
                                             REFERENCED EQUIPMENT IN MY ABSENCE.

<PAGE>
                                  BILL OF SALE


     For   and   in   consideration   of   the   sum   ofThirty   One   Thousand
TWO/Hu~)rI~SEiYhtY Eight &14/lOO ~ and other valuable consideration, the receipt
and svfficiency of which are hereby acknowledged,  Play Co. Toys & Entertainment
Corp.  (hereiii rererred to as "Seller") does hereby sell,  grant,  transfer and
deliver all its rights,  title and  interest in and to the  equipment  described
below (the "Equipment"):

             SEE EXHIBIT "A'~ ATTACHED HERETO AND MADE A PART HEREOF

     unto Pacifica Capital ( herein referred to as "Purchaser"),  to have and to
hold said  Equipment  forever.  The  Equipment  is sold "AS,  WHERE IS," and the
foregoing description of the Equipment is for the sole purpose of identifying it
and is not part of the basis of the bargain. All cost incidental to the transfer
and/or  delivery of the  Equipment,  including but nor limited to any applicable
sales or use tax, and/or any applicable  registration fees shall be borne solely
by the Purchaser.

     THE  CONVEYANCE  OF THE  EQUIPMENT  MADE HEREBY IS WITHOUT  RECOURSE TO THE
SELLER, AND WITHOUT ANY WARRANTIES OF SELLER,  WHETHER WRITTEN, ORAL OR IMPLIED,
excepting only that Seller represents that the Equipment is free of encumbrances
created by Seller. SELLER SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT,  BE
DEEMED TO HAVE MADE ANY  REPRESENTATION  OF WARkANTY AS TO THE  MERCHANTABILITY,
FITNESS,  DESIGN  OR  CONDITION  OF, OR AS TO THE  QUALITY  OF THE  MATERIAL  OR
WORKMANSHIP IN THE EQUIPMENT.


Play Co. Toys & Entertainment Corp.
By James B. Frakes

Title

<PAGE>
                              ASSIGNMENT OF INVOICE

     KNOW ALL MEN BY THESE  PRESENTS:  THAT  REFERENCE  IS  HEREBY  MADE TO that
certain   equipment  Lease  dated  5/15/98  by  and  between  Play  Co.  Toys  &
Entertainment Corp. (Lessee),  and Pacifica Capital (Lessor),  and in which Toys
International  (Assignor, for purposes of this Assignment of Invoice only) has a
certain interest, that pursuant thereto,

     Lessee and Lessor mutually agreed that the subject leased person~  property
would be ordered by Lessor and purchased from the equipment  vendor(s) with said
vendor  directly  invoicing  Lessor.  In  that  vendor(s)  erroneously  invoiced
Assignor,  said  invoice has not been paid by Assignor nor Lessee but rather has
been  forwarded  to Lessor.  It was not the  intention  of Assignor or Lessee to
acquire any rights, title or interest in the subject equipment

Assignor hereby assigns and conveys to   Pacifica Capital

     (Lessor) all of its right, title and interest that it may have in and under
that   certain   Vendor   ***SEE   BEL0W***   Invoice   No.    ____________dated
________________ from Lozier Corporation  ____________(Vendor),  attached hereto
and in the equipment identified therein (Equipment)

     Assignor represents and warrants that Assignor has the right to assign said
Invoice,  and that  acceptance  of such  assignment  and payment of the purchase
price shall vest full right,  title and  interest in the  Equipment  in Pacifica
Capital (Lessor) free from any chims and encumbrances.

     IN WITNESS WHEREOF,  Assignor has hereunto  executed this document this day
of 1998

                    **** Invoice~#105103-000-00 dated 4/6/98
                      Invoice #983989-000-00 dated 3/24/98
                       Invoice #105103-002-00 dated 4/7/98

Assignor: Play Co. Toys & Entertainment Corp.
By:   __________
James B. Frakes


Title:   CFO/Corporate Secretary

<PAGE>
                              ASSIGNMENT OF INVOICE



     KNOW ALL MEN BY THESE  PRESENTS:  THAT  REFERENCE  IS  HEREBY  MADE TO that
certain  equipment  Lease  dated  5/15/98  , by  and  between  Play  Co.  Toys &
Entertainment Corp. (Lessee), and Pacifica Capital (Lessor), and in which P1ayco
Toys  (Assignor,  for purposes of this Assignment of Invoice only) has a certain
interest, that pursuant thereto,

     Lessee and Lessor mutually agreed that the subject ~eased person~  property
would be ordered by Lessor and purchased from the equipment  vendor(s) with said
vendor  directly  invoicing  Lessor.  In  that  vendor(s)  erroneously  invoiced
Assignor,  said  invoice has not been paid by Assignor nor Lessee but rather has
been  forwarded  to Lessor.  It was not the  intention  of Assignor or Lessee to
acquire any rights, title or interest in the subject equipment.

     Assignor hereby assigns and conveys to Pacifica Capital (Lessor) all of its
right,  title and  interest  that it may have in and under that  certain  Vendor
Invoice  No.  2452 & 2485  dated  3/27/98 & 4/22/98,  from  Tustin  Wood  Works,
Incorporatec(Vendor),  attached hereto and in the equipment  identified  therein
(Equipment).  Assignor  represents  and warrants  that Assignor has the right to
assign said Invoice,  and that  acceptance of such assignment and payment of the
purchase  price shall vest full right,  title and  interest in the  Equipment in
Pacifica Capital (Lessor) free from any claims and encumbrances.

     IN WITNESS WHEREOF,  Assignor has hereunto executed this document this 15th
day of May 1998




Assignor: Play Co. Toys & Entertainment Corp.


By: _________
James B. Frakes


Title: CFO/Corporate Secretary

<PAGE>
                              ASSIGNMENT OF INVOICE



     KNOW  ALL  MEN  BY  THESE  PRESENTS:  THAT  REFERENCE  IS  HEREBY  MADE  TO
thatcertainequipmentLeasedated    5/15/98   byandbetween   Play   Co.   Toys   &
Entertainment Corp. (Lessee),  and Pacifica Capital (Lessor), and in which P1 av
Co Toys  (Assignor,  for  purposes  of this  Assignment  of Invoice  only) has a
certain interest, that pursuant thereto,


     Lessee and Lessor mutually agreed that the subject leased personal property
would be ordered by Lessor and purchased from the equipment  vendor(s) with said
vendor  directly  invoicing  Lessor.  In  that  vendor(s)  erroneously  invoiced
Assignor,  said  invoice has not been paid by Assignor nor Lessee but rather has
been  forwarded  to Lessor.  It was not the  intention  of Assignor or Lessee to
acquire any rights, title or interest in the subject equipment.


     Assignor hereby assigns and conveys to Pacifica Capital (Lessor) all of its
right,  title and  interest  that it may have in and under that  certain  Vendor
Invoice No. none dated Mav 2, 1998 from Mici Installation ____________ (Vendor),
attached hereto and in the equipment  identified therein  (Equipment).  Assignor
represents and warrants that Assignor has the right to assign said Invoice,  and
that  acceprance of such assignment and payment of the purchase price shall vest
full right,  title and interest in the  Equipment in Pacifica  Capital  (Lessor)
free from any claims and encumbrances.

     IN WITNESS WHEREOF,  Assignor has hereunto executed this document this 15th
day of May, 1998




Assignor: Play Co. Toys & Entertainment Corp.

By: James Frakes

Title: CFO/Corporate Secretary

<PAGE>
                              ASSIGNMENT OF INVOICE

     KNOW  ALL  MEN  BY  THESE  PRESENTS:  THAT  REFERENCE  IS  HEREBY  MADE  TO
thatcertainequipmentLeasedated   5/15/98   ,byandbetween   Play   Co.   Tovs   &
Entertainment Corp. (Lessee), and Pacifica Capital (Lessor)1 and in which P1ayco
Toys  (Assignor,  for purposes of this Assignment of Invoice only) has a certain
interest, that pursuant thereto,

     Lessee and Lessor mutually agreed that the subject leased personal property
would be ordered by Lessor and purchased from the equipment  vendor(s) with said
vendor  directly  invoicing  Lessor.  In  that  vendor(s)  erroneously  invoiced
Assignor,  said  invoice has not been paid by Assignor nor Lessee but rather has
been  forwarded  to Lessor It was not the  intention  of  Assignor  or Lessee to
acquire any rights, title or interest in the subject equipment.

     Assignor hereby assigns and conveys to Pacifica Capital (Lessor) all of its
right,  title and  interest  that it may have in and under  ~at  certain  Vendor
InvoiceNo.  M198()285 dated 3/27/98 from Trussworks (BGB Incorporated  ~Vendor),
attached hereto and in the equipment  identified therein  (Equipment).  Assignor
represents and warrants that Assignor has the right to assign said Invoice,  and
that  acceptance of such assignment and payment of the purchase price shall vest
full right,  title and interest in the  Equipment in Pacifica  Ca~ital  (Lessor)
free from any claims and encumbrances.

     IN WITNESS  WHEREOF,  Assignor has hereunto execu~d this document this 15th
day of May 1998


Assignor: Play Co. Toys & Entertainment Corp.
By: James Frakes
Title: CFO/Corporate_Secretary


<PAGE>
                                  BILL OF SALE


     For and in  consideration  ofthe sum ofThirtv One Thousand ~ Eight  &14/lOO
and other  valuable  consideration,  the  receipt and  svfficiency  of which are
hereby acknowledged,  Play Co. Toys & Entertainment Corp. (hereui rererred to as
"Seller") does hereby sell,  grant,  transfer and deliver all its rights,  title
and interesi in and to the equipment described b~ow (the "Equipment"):

             SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF

unto Pacifica Capital ( herein referred to as "Purchaser"),  to have and to hold
said Equipment forever.  The Equipment is sold "AS, WHERE IS," and the foregoing
description  of the Equipment is for the sole purpose of  identifying  it and is
not part of the basis of the bargain. All cost incidental to the transfer and/or
delivery of the Equipment,  including but nor limited to any applicable sales or
use tax,  and/or any applicable  registration  fees shall be borne solely by the
Purchaser.

     THE  CONVEYANCE  OF THE  EQUIPMENT  MADE HEREBY IS WITHOUT  RECOURSE TO THE
SELLER, AND WITHOUT ANY WARRANTIES OF SELLER,  WHETHER WRITTEN, ORAL OR IMPLIED,
excepting only that Seller represents that the Equipment is free of encumbrances
created by Seller. SELLER SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT,  BE
DEEMED TO HAVE MADE ANY  REPRESENTATION  OF WARRANTY AS TO THE  MERCHANTABILITY,
FITNESS,  DESIGN  OR  COND~ON  OF,  OR AS TO  THE  QUALITY  OF THE  MATERIAL  OR
WORKMANSHIP IN THE EQUIPMENT. Dated this l5th day of May 1998.

Play Co. Toys & Entertainnient Corp.

By James B. Frakes

Title:   CFO/Corporate Secretary