Exhibit 10.120
                                Debenture - EACF


         NEITHER  THIS  DEBENTURE  NOR THE  UNDERLYING  COMMON  SHARES HAVE BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933. THE CORPORATION  WILL NOT TRANSFER
THIS  DEBENTURE,  OR ANY SHARES  ISSUED  PURSUANT TO ITS  CONVERSION  PROVISION,
UNLESS (i) THERE IS AN EFFECTIVE  REGISTRATION COVERING SUCH DEBENTURE OR SHARES
UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE  STATE  SECURITIES LAWS, OR (ii)
IT  FIRST  RECEIVES  A  LETTER  FROM AN  ATTORNEY,  ACCEPTABLE  TO THE  BOARD OF
DIRECTORS  OR ITS  AGENTS,  STATING  THAT IN THE  OPINION  OF THE  ATTORNEY  THE
PROPOSED TRANSFER IS EXEMPT FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933
AND UNDER ALL APPLICABLE STATE SECURITIES LAWS,  INCLUDING,  BUT NOT LIMITED TO,
REGULATION  S, OR (iii)  THE  TRANSFER  IS MADE  PURSUANT  TO RULE 144 UNDER THE
SECURITIES ACT OF 1933.


                       PLAY CO. TOYS & ENTERTAINMENT CORP.
                             a Delaware Corporation
                                    RESTATED
                           5% CONVERTIBLE SUBORDINATED
                         DEBENTURE DUE DECEMBER 31, 1999


         Section 1.  Terms:  PLAY CO.  TOYS &  ENTERTAINMENT  CORP.,  a Delaware
corporation ("Corporation") for value received, hereby promises to pay to EUROPE
AMERICAN CAPITAL  FOUNDATION,  a Liechtenstein  Trust ("Holder"),  or subject to
Section 6 herein the Holder's  assigns,  the  principal sum of ONE HUNDRED FIFTY
THOUSAND and 00/100  ($150,000.00)  DOLLARS on December 31, 1999, and on the 1st
day of March 1999 and every  month  thereafter,  to pay all  accrued  but as yet
unpaid  interest  on such  outstanding  principal,  accrued as of the end of the
preceding  month,  until  this  Debenture  has  been  paid in full or  converted
pursuant to Section 6 hereto. Interest on the outstanding principal amount shall
accrue at the rate of five (5%) percent per annum from the Funding Date.

     Section 2. Payments:  Payments of interest shall be made in lawful money of
the United States of America to Holder at the address provided by the Holder, as
appears on this instrument below or at such other addresses as sent by Holder to
the  Corporation  by certified  United States mail at least ten (10) days before
said payment date.

     Section 3. Default:  The occurrence of one or more of the following  events
shall constitute an event of default:

     3.1.  Continued  nonpayment of the interest due on this  Debenture for more
than thirty (30) days beyond the payment date when due.

     3.2. The  nonpayment of the principal of this Debenture when the same shall
have become due and payable.

     3.3. The entry of a decree or order by a court having  jurisdiction  in the
premises  adjudging the  Corporation  a bankrupt or  insolvent,  or approving as
properly filed a petition seeking reorganization,  arrangement,  adjustment,  or
composition of or in respect of the Corporation under the Federal Bankruptcy Act
or any  other  applicable  federal  or state  law,  or  appointing  a  receiver,
liquidator,  assignee, or trustee of the Corporation, or any substantial part of
its property,  or ordering the winding up or liquidation of its affairs, and the
continuance  of any such decree or order  unstayed and in effect for a period of
sixty (60) consecutive days.

     3.4. The  institution by the Corporation of proceedings to be adjudicated a
bankrupt or insolvent,  or the consent by it to the institution of bankruptcy or

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insolvency  proceedings  against it, or the filing by it of a petition or answer
or consent seeking  reorganization or relief under the Federal Bankruptcy Act or
any other applicable federal or state law, or the consent by it to the filing of
any such petition or to the appointment of a receiver, liquidator,  assignee, or
trustee of the Corporation,  or of any substantial part of its property,  or the
making by it of an assignment for the benefit of creditors,  or the admission by
it in writing of its inability to pay its debts generally as they become due, or
the taking of corporate  action by the  Corporation  in  furtherance of any such
action.

     3.5.  Default  in the  obligation  of the  Corporation  to any  lender  for
borrowed money, other than this Debenture,  which shall continue for a period of
three (3) days after the expiration of any "cure period", which default is acted
upon by such lender.

     Section 4. Acceleration: At the option of the Holder, and without demand or
notice,  all principal and any unpaid interest shall become  immediately due and
payable  upon a  default  as set  forth  in  Section  3  above,  subject  to the
provisions of Section 4 hereof.

     Section 5. Subordination:

     5.1.  The rights of the Holder under the terms of this  Debenture  shall be
subordinated to:

     5.1.1.  Any sums due or to become  due to Finova  Capital  Corporation  its
successors or assigns pursuant to a certain Loan and Security Agreement executed
on January  21, 1998 as well as any other  secured  debt  including  sums due to
Frampton Industries,  Inc. The Holder of this Debenture agrees to enter into any
reasonable Intercreditor Agreement proposed by senior lenders.

     5.1.2.  Modifications,  renewals,  extensions,  and  refundings of any such
indebtedness,  liabilities or obligations; unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that  such  indebtedness,  liabilities  or  obligations  or  such  modification,
renewal,  extension or refunding thereof are not superior in right of payment to
this Debenture.

     5.2. The rights of the Holder,  under the terms of this Debenture  shall be
superior  to  any  obligation  due  any  holder  of  the  common  shares  of the
Corporation  arising  solely out of the fact that such person is an owner of the
common shares of the Corporation and the claims of unsecured creditors except as
specifically provided for above.


     Section 6. Conversion Privilege and Call Provision:

     6.1.  The Holder is hereby  granted the right to purchase up to such number
of shares of Series E Preferred  Stock ("Series E Shares") as the amount of this
Debenture  multiplied by .20 shall equal.  The option is exercisable at any time
prior to December 31, 1999 at an exercise price set forth above,  i.e., 20 cents
per share.  The Holder may convert all or part of the  principal and accrued but
unpaid  interest at the  conversion  date. In order to convert,  the Holder must
surrender  this  Debenture to the  Corporation  at the  Corporation's  principal
office  and  the  Corporation  shall,  as  promptly  as  practicable  after  the
surrender,  deliver to the Holder a certificate or certificates representing the
number of fully paid and  nonassessable  Series E Shares of the Corporation into
which this Debenture may be converted and if  appropriate  issue a check in good
funds to the Holder for any sum which may  remain due under this  Debenture  and
has not been used to buy Series E Shares as hereinabove set forth.


<PAGE>

     6.2.  No  payment  or  adjustment  shall be made upon any  conversion  with
respect to any interest  accrued on any  debenture  surrendered  for  conversion
prior  to an  interest  payment  date or to any  dividend  on the  common  stock
delivered upon conversion.

     6.3.  Registration  Rights:  The Holder hereof shall have a right to demand
the  registration  for resale of the Series E Shares  underlying  this Debenture
commencing  six  (6)  months  after  the  issuance  of  this  Debenture  or  the
conversion,  whichever occurs later,  whereby the Corporation  shall prepare and
file a Registration  Statement with the Securities and Exchange Commission on an
appropriate  form,  and use its best efforts to have same declared  effective as
well as comply with State  securities  laws and the  requirements  of any market
wherein the  Corporation's  securities are then being traded.  In addition,  the
Holder  shall be  notified  in the event the  Corporation  files a  Registration
Statement at any time after the  conversion  whereby the  Corporation  will give
notice of its intent to file such Registration Statement to the Holder and will,
upon the  request of the  Holder,  include  and  register  in such  Registration
Statement all shares of Series E Stock issued pursuant to the conversion of this
Debenture.

     Section 7. Early Demand for Payment:

     7.1.  Provided  that this  Debenture  has not been  converted  pursuant  to
Section 6 hereof, on or after the termination of the Finova Capital  Corporation
Loan and  Security  Agreement,  and the payment in full of all  obligations  due
Finova,  its successors or assigns,  the Holder of this Debenture may notify the
Corporation  of such Holder's  desire to be paid all  outstanding  principal and
interest.  The Corporation shall pay such Holder all such principal and interest
within  ten (10) days of such  demand  notice.  The  outstanding  balance  shall
continue to bear interest at the rate of eighteen  (18%) percent per annum until
paid commencing ten (10) days after such demand notice (the "Default Rate").

     7.2.  Upon  delivery  of such  notice  by the  Holder  to the  Corporation,
Holder's right to convert pursuant to Section 6 hereof shall cease. Upon receipt
of the final payment hereon, the Holder shall immediately deliver this Debenture
to the Corporation marked "paid-in-full."

     Section 8. ADDITIONAL RIGHTS

     8.1.  In the  event of  conversion,  the  Holder,  together  with all other
holders of Series E Shares shall have the right to elect  one-third (1/3) of the
Board of Directors of the Corporation.


     Section 9. Effect of Mergers, etc. on Conversion Privilege:  In case of any
capital reorganization, or of any reclassification of the Series E Shares of the
Corporation or in case of the consolidation or merger of the Corporation with or
into any other  corporation  or of the sale,  lease or other  disposition of the
properties and assets of the Corporation as, or substantially as, an entirety to
any other  corporation,  there shall be no  adjustment of the  conversion  ratio
hereof   but  the   Debenture   shall,   after  such   capital   reorganization,
reclassification  of Series E Shares,  consolidation,  merger or sale, lease, or
other  disposition,  be convertible  into the kind and amount of shares or other
securities  or  property  (including  cash) to which the holder of the number of
Series  E Shares  deliverable  (immediately  prior  to the time of such  capital
reorganization,  reclassification  of  Series E Shares,  consolidation,  merger,
sale,  lease or other  disposition)  upon conversion of the Debenture would have
been entitled  upon such capital  reorganization,  reclassification  of Series E
Shares, consolidation, merger, sale, lease or other disposition.

     Section 10. Corporation to Reserve Common Shares: The Corporation covenants
that it will at all times  reserve  and keep  available,  free  from  preemptive

<PAGE>

rights,  out of the aggregate of its authorized but unissued Series E Shares, or
its issued  Series E Shares held in its  treasury,  or both,  for the purpose of
effecting  conversion of the  Debentures,  the full number of Series E Shares of
then   deliverable  upon  the  conversion  of  the  Debentures  not  theretofore
converted;  and if at any time the number of  authorized  but unissued  Series E
Shares shall not be sufficient to effect the conversion of all  Debentures,  the
Corporation will take such corporate action as may in the opinion of its counsel
be  necessary to increase its  authorized  but unissued  Series E Shares to such
number of shares as shall be sufficient for that purpose.

     Section  11.  Laws:  The  Laws of the  State  of  Delaware  shall  apply in
construing this Debenture.

     Section 12. Fractional  Shares:  Fractional  Shares or script  representing
Fractional Shares may be issued upon the exercise of this Debenture.

     Section 13. Assignment, Exchange, or Loss of Debenture:

     13.1. Subject to the restrictions appearing at the start of this Debenture,
upon  presentation  and surrender of this  Debenture to the  Corporation  at its
principal  office or at the office of its stock transfer agent, if any, with the
assignment  form annexed  hereto duly  executed and funds  sufficient to pay any
transfer tax, the Corporation shall,  without charge,  execute and deliver a new
debenture in the name of the assignee named in such instrument of assignment and
this Debenture shall promptly be cancelled.

     13.2. This Debenture is exchangeable, without expense, at the option of the
Holder,  upon  presentation  and  surrender  hereof  to the  Corporation  at its
principal  office,  or at the office of its stock  transfer  agent,  if any, for
other debentures of different denominations entitling the Holder to purchase, in
the aggregate, the same number of Shares purchasable hereunder.

     13.3. Upon receipt by the Corporation of evidence satisfactory to it of the
loss,  theft,  destruction or mutilation of this Debenture,  and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification,  and (in
the case of mutilation) upon surrender and  cancellation of this Debenture,  the
Corporation will execute and deliver a new debenture,  which shall constitute an
additional contractual obligation on the part of the Corporation, whether or not
this  Debenture is lost,  stolen,  destroyed  or mutilated  shall be at any time
enforceable by anyone.

     Section 14. Rights of the Holder:  The Holder shall not, by virtue  hereof,
be entitled to any rights of a shareholder in the Corporation,  either at law or
equity.  The  rights  of the  Holder  are  limited  to those  expressed  in this
Debenture and are not enforceable  against the Corporation  except to the extent
set forth herein. The Holder shall,  however,  possess the same right to inspect
the books and records of the Corporation,  including  financial  records,  as is
provided by Delaware law to a shareholder of the Corporation.

     Section 15. OMITTED INTENTIONALLY

     Section 16. OMITTED INTENTIONALLY

     Section 17. OMITTED INTENTIONALLY

     Section 18.  Restrictions on Amendments to Articles of  Incorporation:  The
Corporation  hereby  agrees  that for so long as this  Debenture  is issued  and
outstanding, and the Holder has not made an early demand for payment pursuant to
Section 7 hereof,  and the  Holder has not  exercised  the  Holder's  conversion
privilege to Section 6 hereof,  that the Corporation will not cause its Articles
of  Incorporation  to be amended or restated without the express written consent
of the Holder hereof.
<PAGE>

     Section  19.  Restrictions  on  Transfer:   This  Debenture  has  not  been
registered  under  the  Securities  Act of 1933.  This  Debenture,  or any right
hereunder, may not be enforced against the Corporation by any Holder, except the
original Holder herein, (i) unless there is an effective  registration  covering
such note or underlying  right under the  Securities  Act of 1933 and applicable
state  securities  laws, (ii) unless the  Corporation  receives an opinion of an
attorney,  licensed to practice  within the United States,  that the transfer of
the Debenture,  or any underlying  right,  complies with the requirements of the
Securities  Act of 1933 and any relevant state  securities  law, or (iii) unless
the transfer is made  pursuant to Rule 144 under the  Securities  Act of 1933 or
Regulation S of the S.E.C., as amended from time to time.

     Section 20. Any place the word  "Corporation"  is used in this Debenture it
shall  refer  to PLAY CO.  TOYS &  ENTERTAINMENT  CORP.  and any  subsidiary  or
affiliated  corporation  formed by it to  acquire a portion  of the  assets  and
business of PLAY CO. TOYS &  ENTERTAINMENT  CORP.  to operate as an  independent
chain of retail stores under the name "Toys International" or such other name as
may be chosen from time to time by the Corporation.

     Section 21. Notices: Any notices permitted or required under this Agreement
shall be deemed  given upon the date of personal  delivery or  forty-eight  (48)
hours after deposit in the United States mail,  postage  fully  prepaid,  return
receipt requested, addressed:

to the Corporation at:
550 Rancheros Drive
San Marcos, CA 92069

to the Holder at:
P.O. Box 120
Zurich, Switzerland 8034

With Copies to:
Todtman, Nachamie, Spizz & Johns, P.C.
425 Park Avenue
New York, New York 10022
Attention: Barton Nachamie, Esq.

or at any other address as any party may, from time to time, designate by notice
given in compliance with this Section.

     Section 22. Pronouns: Any masculine personal pronoun shall be considered to
mean the  corresponding  feminine  or neuter  personal  pronoun,  as the context
requires.

     Section 23. Titles and Captions:  All section titles or captions  contained
in this Agreement are for  convenience  only and shall not be deemed part of the
context nor effect the interpretation of this Agreement.

     Section 24.  Computation  of Time: In computing any period of time pursuant
to this  Agreement,  the  day of the  act,  event  or  default  from  which  the
designated  period  of time  begins  to run  shall be  included,  unless it is a
Saturday,  Sunday or a legal  holiday,  in which event the period shall begin to
run on the next day which is not a Saturday,  Sunday or legal holiday,  in which
event the period shall run until the end of the next day thereafter which is not
a Saturday, Sunday or legal holiday.

     Section 25. Presumption: This Agreement or any section thereof shall not be
construed  against any party due to the fact that said  Agreement or any section
thereof was drafted by said party.


<PAGE>

     Section 26.  Further  Action:  The parties hereby shall execute and deliver
all documents,  provide all information and take or forbear from all such action
as may be necessary or appropriate to achieve the purposes of this Agreement.

     Section 27. Parties in Interest: Nothing herein shall be construed to be to
the benefit of any third party,  nor is it intended that any provision  shall be
for the benefit of any third party.

     Section 28.  Attorney  Fees:  If suit or action is instituted in connection
with any controversy arising out of this Debenture, or in the enforcement of any
rights hereunder, the prevailing party shall be entitled to recover, in addition
to costs,  such  sums as the Court may  adjudge  as  reasonable  attorney  fees,
including attorney fees of any appeal.

     Section  29.  The  Corporation  acknowledges  and  agrees  to use the funds
provided to it by Holder for the sole  purpose of  acquiring  Inventory  and for
working capital purposes.

     IN WITNESS WHEREOF,  PLAY CO. TOYS & ENTERTAINMENT CORP., has executed this
Debenture to be effective as of the 11th day of November, 1998, except as to the
Restatement of Section 6 which was executed this ____ day of May, 1999..

PLAY CO. TOYS & ENTERTAINMENT CORP.
A Delaware Corporation
By_______________________________________________

AGREED TO:
EUROPE AMERICAN CAPITAL FOUNDATION
By:___________________________________________