Exhibit 10.126
                              Premier Capital Corp.

                            LEASE AGREEMENT ("Lease")

                               APPROVAL NO. 45649

LESSEE                             LEASE NO.                 CUSTOMER NO. 55967

 COMPANY NAME:
Play Co. Toys & Entertainment Corp.
ADDRESS:
550 Rancheros Drive SUPPLIER
San Marcos CA 92069 See Attached Addendum
CONTACT NAME:
Jim Frakes
PHONE:
760-471-4505
EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE) STREET ADDRESS:
(same)

     CHECK  DATE:  _____  X  CORPORATION   PARTNERSHIP   PROPRIETORSHIP  LIMITED
LIABILITY  COMPANY  E Q U  I  P  M  E N T D E S C R I P T I O N X  SEE  ATTACHED
ADDENDUM

QUANTITY: MAKE/MODEL: SERIAL NUMBER:

                  S C H E D U L E O F M O N T H L Y L E A S E
                                 P A Y M E N T S


LEASE TERM NUMBER OF AMOUNT OF TOTAL EQUAL TO 2 MONTH(S): $6,363.90
-- ---------
(Months) PAYMENTS PAYMENT PLUS ADVANCE USE TAX ON ADVANCE: $ incl
----------
APPLICABLE LEASE ONE-TIME DOCUMENTATION FEE $ 100.00
----------
36 36 AT $2,953.09 TAXES PAYMENT TOTAL INITIAL PAYMENT $6,463.90

ADDITIONAL PROVISIONS END OF LEASE PURCHASE OPTION
_________________________ End of lease purchase option shall be 10% of the Total
                          Lease Base
_________________________ or Fair Market Value (whichever is greater) or unless
                          another purchase option has been checked.
                          X  $1.00 Purchase Option      Other _______________

     T E R M S A N D C O N D I T I O N S (c o n t i n u e d o n p a g e 2)

     AGREEMENT.  Lessee  agrees that:  (a) Lessee has read and  understands  the
terms and  conditions on page 1 and page 2 of this Lease;  (b) this Lease cannot
be canceled and Lessee has an unconditional  obligation to make all payments due
under this Lease  without  reduction,  withholding  or  off-set;  (c) the person
signing this Lease has the authority to do so and to grant the power of attorney
set  forth  in  paragraph  10 of this  Lease;  (d) this  Lease  is a  commercial
transaction and not a consumer transaction; (e) Lessee has reviewed and approved
the supply  contract  covering the purchase of the Equipment  from the supplier;
and (f)  this  Lease  will  be  governed  by the  laws  of the  Commonwealth  of
Massachusetts  and Lessee  consents  to the  jurisdiction  of any court  located
within the  Commonwealth.  Lessor and Lessee both waive any rights to a trial by
jury.

     LEASE.  Lessor  agrees to lease to Lessee and  Lessee  agrees to lease from

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Lessor the Equipment  described above and in any addendum to this Lease.  Lessor
may  charge  Lessee  a  documentation  fee  to  cover  lease  documentation  and
investigative  costs.  The Lease will commence on the date when the Equipment is
received by Lessee.

     DELIVERY AND ACCEPTANCE OF EQUIPMENT. Upon delivery of the Equipment to the
location  identified above.  Lessee will inspect the Equipment and the Equipment
will be deemed  irrevocably  accepted by Lessee upon the earlier of: a) five (5)
days after  delivery  of the  Equipment;  or b)  delivery  to Lessor of a signed
Delivery and Acceptance Receipt. ONCE LESSEE SIGNS THIS LEASE AND LESSOR ACCEPTS
IT, THIS LEASE WILL BE NONCANCELLABLE FOR THE FULL LEASE TERM.

     LEASEPAYMENTS.  Lessee agrees to pay to Lessor the monthly  Lease  payments
and for the number of months as shown above.  Any advance Lease payments will be
used for the first Lease payment and any balance will be used for the last Lease
payment(s).  Unless otherwise indicated above, the first Lease payment is due on
or before the Equipment is delivered to Lessee. Remaining Lease payments will be
due on the day of each  subsequent  month (or such other time  period  specified
above)  designated  by  Lessor.  Lessee  authorizes  Lessor to adjust  the Lease
Payment by not more than 10% if the actual  Total  Lease Base  differs  from the
estimated  Total Lease Base.  The Total Lease Base is the amount Lessor has paid
in connection  with the purchase , delivery and  installation  of the Equipment,
including any trade-up or buyout amounts.  If any part of a payment is more than
five (5) days late,  Lessee shall pay a late charge of up to 10% of the payment,
all or a portion of which is late (or such lesser  rate as is the  maximum  rate
allowable under applicable law).

     DISCLAIMER  OF  WARRANTIES.  Lessor  is  leasing  the  Equipment  to Lessee
"AS-IS." LESSEE  ACKNOWLEDGES THAT LESSOR DOES NOT REPRESENT THE MANUFACTURER OR
THE SUPPLIER.  LESSEE HAS SELECTED THE EQUIPMENT AND SUPPLIER BASED UPON ITS OWN
JUDGEMENT. LESSOR MAKES NO WARRANTIES,  EXPRESS OR IMPLIED, INCLUDING WARRANTIES
OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE OR  OTHERWISE.  LESSEE
AGREES THAT ANY CLAIMS  RELATIVE TO THE EQUIPMENT  SHALL BE MADE SOLELY  AGAINST
THE MANUFACTURER OR SUPPLIER, AND IN NO

     EVENT SHALL  LESSOR BE LIABLE FOR DAMAGES  ARISING  DIRECTLY OR  INDIRECTLY
FROM THE EQUIPMENT, WHETHER CONSEQUENTIAL,  DIRECT, SPECIAL, OR INDIRECT. LESSOR
TRANSFERS TO LESSEE ANY WARRANTIES BY THE MANUFACTURER OR SUPPLIER REGARDING THE
EQUIPMENT.  Lessee hereby agrees that either  _____________  or its wholly owned
subsidiary __________________ is to be the Lessor under this Lease as identified
by the check mark next to its name.  This lease is not Binding until accepted by
Lessor.
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<CAPTION>

<S>                                                                             <C>
LESSOR: X  ___________________________.                                         LESSEE: Play Co. Toys & Entertainment Corp.
                                                                                -----------------------------------
By: ___________________________________________                                 Signature: ______________________________
Title: _________________  Date Accepted: ___________                            Title: _______________  Date Accepted: ___________
</TABLE>

     LOCATION AND USE OF EQUIPMENT.  Lessee agrees not to change the location of
the  Equipment  without  the  written  consent of Lessor.  Lessee  will keep the
Equipment in compliance with  manufacturer's  requirements and in good condition
except for ordinary wear and tear. The Equipment will not have any  alterations,
additions or replacements to it, without Lessor's prior written consent.  At the
end of the Lease term (or any other renewal term), or if the Lease is terminated
for any reason,  Lessee, at its expense,  will return the Equipment to any place
designated by Lessor,  freight  prepaid,  in the same condition it was delivered
except for ordinary wear and tear.  Lessee, at its own expense,  will insure the
Equipment for its full replacement  value during shipping and name the Lessor as

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a "Loss Payee." Lessor may charge Lessee an inspection service fee for assessing
the condition of returned Equipment.

     TAXES AND FEES.  Lessee shall pay all taxes,  fees and charges  relative to
this Lease or the Equipment  during the term of the Lease.  Lessor will file all
personal  property,  use or other tax returns  (unless  Lessor  notifies  Lessee
otherwise) and Lessee agrees to pay Lessor a fee for making such filings. Lessor
does  not  have to  contest  any  taxes,  fines or  penalties.  Lessee  will pay
estimated  property taxes with each Lease payment or periodically as invoiced by
Lessor.

     1 INSURANCE; RISK OF LOSS. Lessee, at its own expense, shall keep insurance
against all risks of loss,  theft,  damage,  or destruction of the Equipment for
the  full  replacement  value  thereof.  Lessee  shall  furnish  Lessor  with  a
certificate of insurance  which shall:  (a) name Lessor as "Loss Payee," and (b)
not be canceled except upon thirty (30) days written notice to Lessor. If Lessee
fails to provide  Lessor  evidence of  insurance,  then Lessor may at its option
obtain insurance covering Lessor's interest in the Equipment, from an insurer of
Lessor's choice (which may be an affiliate). If Lessor purchases such insurance,
Lessee  will  cooperate  with  Lessor's  insurance  agent  with  respect  to the
placement of insurance and the  processing of claims.  Lessee also  acknowledges
that  Lessor is not  required  to procure or maintain  any  insurance,  and that
Lessor will not be liable to Lessee if such insurance  coverage is discontinued.
Lessee agrees to pay to Lessor the Lessor's  costs for such  insurance and a fee
for Lessor's  administration  of such insurance.  Lessee shall bear all risks of
loss,  theft,  damages or destruction  of the Equipment  ("Loss") from any cause
whatsoever and any such Loss shall not relieve Lessee from any obligation  under
the Lease  including to make Lease  payments.  Lessee also at its expense  shall
maintain public liability and third party property insurance naming Lessor as an
additional  insured,  in such form,  amount  and with  companies  acceptable  to
Lessor.  Lessee shall upon request from Lessor  provide a  certificate  or other
evidence of such insurance.

     1 TITLE; PERSONAL PROPERTY.  The Equipment is and at all times shall remain
the sole  property of the Lessor.  No right,  title or interest in the Equipment
shall pass to Lessee other than the right to maintain  possession and use of the
Equipment for the full Lease term, conditioned upon Lessee's compliance with the
terms and conditions of the Lease.  However, if this Lease is determined to be a
lease  intended for security,  Lessee grants  Lessor a purchase  money  security
interest in the Equipment. Lessee agrees to keep the Equipment free and clear of
all liens,  claims and  encumbrances.  Lessor may inspect the  Equipment  at any
reasonable time.

     1 UCC FILINGS.  Lessee  authorizes Lessor to file a copy of this Lease as a
financing  statement  and  appoints  Lessor or  Lessor's  Designee  as  Lessee's
attorney-in-fact to execute and file, on Lessee's behalf,  financing  statements
covering this  Equipment or, if requested,  Lessee will deliver to Lessor signed
financing statements.

     1 STATUTORY  FINANCE LEASE. IT IS THE INTENT OF THE PARTIES THAT THIS LEASE
QUALIFY AS A STATUTORY FINANCE LEASE UNDER ARTICLE 2A OF THE UNIFORM  COMMERCIAL
CODE.  LESSEE HAS SELECTED  BOTH (A) THE  EQUIPMENT  AND (B) THE  SUPPLIER  FROM
WHICHLESSOR IS TO PURCHASE THE EQUIPMENT.  TO THE EXTENT PERMITTED BY APPLICABLE
LAW, LESSEE WAIVES ALL RIGHTS AND REMEDIES CONFERED UPON A LESSEE BY ARTICLE 2A.
LESSEE  MAY HAVE  RIGHTS  UNDER THE  SUPPLY  CONTRACT  EVIDENCING  THE  LESSOR'S
PURCHASE  OF  THE  EQUIPMENT  AND  LESSEE  SHOULD  CONTACT  THE  SUPPLIER  FOR A
DESCRIPTION OF ANY SUCH RIGHTS.

     1  DEFAULT.  Lessee  shall be in default  if: (a) Lessee  fails to make any
Lease payment within five (5) days after the date the payment is due; (b) Lessee
fails to perform any other of its  obligations  under this Lease or in any other
agreement with Lessor and this failure  continues for 10 days after Lessor sends

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Lessee  notice of it; (c) any  guarantor  of the Lease dies or does not  perform
guarantor's obligations under the guaranty; or (d) Lessee or any guarantor files
a petition in bankruptcy or seeks similar relief.

     1  REMEDIES.  If a  default  occurs,  Lessor  may  do one  or  more  of the
following:  (a) cancel  this Lease and all other  leases that Lessor has entered
into with Lessee;  (b) require Lessee to immediately pay Lessor, as compensation
for  loss of  Lessor's  bargain  and not as a  penalty,  a sum  equal to (1) the
present  value of all unpaid lease  payments for the remainder of the Lease term
plus the present value of the  anticipated  residual  interest in the Equipment,
each discounted at 5% per year,  compounded monthly,  plus (2) all other amounts
due or that  become  due under the Lease;  (c)  require  Lessee to  deliver  the
Equipment to Lessor;  (d) take  peaceful  possession  of the  Equipment  with or
without court order; and (e) exercise any other right or remedy available at law
or in equity.  Each right and remedy  shall be  cumulative  and may be exercised
singly or in combination.  If Lessor takes  possession of the Equipment,  Lessor
may sell or otherwise  dispose of the  Equipment  with or without  notice,  at a
public or private sale, and Lessor will apply the net proceeds (after Lessor has
deducted all costs related to the sale or  disposition  of the Equipment) to the
amounts that Lessee owes Lessor.  Lessee will remain responsible for any amounts
still owed to Lessor.

     1 ASSIGNMENT.  Lessee shall not assign,  sublet, lend, transfer,  or pledge
the Lease or the Equipment without Lessor's prior written  approval.  Lessor may
assign,  transfer,  pledge or sell  Lessor's  interest  in the Lease  and/or the
Equipment.  Upon  notification  of such  assignment,  Lessee  shall  remit Lease
payments  directly to such  assignee.  Assignee will have the same rights Lessor
has under  this  Lease but not  Lessor's  obligations.  Lessee  agrees  that any
assignee will not be subject to any claims, defenses or set-offs Lessee may have
against Lessor or any third party.

     1 PURCHASE  OPTION.  Upon expiration of the Lease term,  provided Lessee is
not in default, Lessee shall have the option to purchase the Equipment under the
terms set  forth on page 1 of the  Lease.  As  applicable,  Lessor  will use its
reasonable  judgement  to  determine  the  Equipment's  in use and in place fair
market value. If Lessee disagrees with Lessor's determination,  such fair market
value shall be determined by a mutually acceptable  independent  appraiser.  All
fees and expenses of the appraiser shall be paid by the Lessee.  Upon payment of
the Purchase  Option price,  plus  applicable  taxes,  Lessor shall transfer its
interest in the Equipment to Lessee "AS IS" "WHERE IS". Lessor may charge Lessee
a fee for costs and  expenses  relating  to the  release of its  interest in the
Equipment.

     1 RETURN OF EQUIPMENT;  AUTOMATIC RENEWAL.  Excluding the Lessee exercising
the option to purchase the  Equipment,  if Lessee fails to return the  Equipment
within  10  days  of  the  expiration  of  the  Lease  term,   this  Lease  will
automatically  renew for an  additional 12 month term and  thereafter  renew for
successive  1 month terms until Lessee  returns the  Equipment at the end of the
renewal term.  Lessee shall pay the monthly Lease  payments  during such renewal
term(s).

     1 LESSEE'S EXPENSES. If costs are incurred to protect Lessor's interest due
to  nonperformance of any of the Lessee's  obligations under this Lease,  Lessee
shall pay Lessor's costs and expenses.  This may include  reasonable  attorney's
fees, incurred by Lessor in exercising its rights hereunder.

     1  AUTHORIZATION.  Lessee  authorizes  Lessor to obtain credit reports from
time to time and make other credit inquiries at Lessor's sole  discretion.  Upon
Lessee's  request,  Lessor will inform  Lessee  whether  Lessor had  requested a
personal  credit bureau report and the name and address of the credit  reporting
agency that furnished the report.


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     1  INDEMNITY.  Lessee  shall  indemnify  Lessor  against,  and hold  Lessor
harmless from, any and all claims, actions, suits, proceedings, costs, expenses,
damages and liabilities,  including  reasonable  attorney" fees, arising out of,
connected with, or resulting from the Lease or the Equipment without limitation.

     1  NON-WAIVER.  Lessor's  failure to require  performance  by Lessee of any
provisions of the Lease shall not be a waiver thereof.

     1  SEVERABILITY.  This Lease  contains  the entire  agreement  between  the
parties regarding the lease of the Equipment;  however,  if any provision of the
Lease be declared invalid, the remaining provisions shall remain in force and in
effect.

     1  MODIFICATION.  Lessee hereby  authorizes  Lessor to fill in dates and to
indicate the name of the Lessor as well as make minor  corrections in the Lease,
but  otherwise,  the Lease  shall not be  changed  except by  written  agreement
executed by the parties.

     1 INTENT.  It is the  express  intent of the  parties  not to  violate  any
applicable usury laws or to exceed the maximum amount of time-price differential
or  interest  (as  applicable)  permitted  to  be  charged  or  collected  under
applicable law, and any such excess payment will be applied to Lease payments in
inverse  order of maturity  and any  remaining  excess  shall be returned to the
Lessee.

     1  FAX  ACKNOWLEDGEMENT   AND  CERTIFICATION.   By  signing  below,  Lessee
acknowledges that the Lease is being transmitted by fax and Lessee agrees that a
fax copy of the  signed  Lease may be used by Lessor  in any  action to  enforce
Lessor's  rights  under  the  Lease.  Lessee  also  certifies  that  each of the
provisions  contained  on page 1 and page 2 of the Lease  (and,  if  applicable,
contained in any related  addendum) is clear and legible and Lessee  understands
that Lessor is relying on this  acknowledgement  and  certification  in entering
into the Lease.

Lessee sign here:
                                    Title                              Date