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                                                                EXHIBIT 10.2
                                     LEASE
                                  (SHORT FORM)

This Lease is entered into by PATRICK & CORINNE BREESE, CHESTER & VEDA GRAY
("Landlord") and THIRD QUARTER, INC. ("Tenant").  Landlord and Tenant, in
consideration of the mutual promises and covenants contained herein, now agree
as follows:
1.   LEASED PREMISES.  The leased premises ("Property") is described as
     follows:
        9125 square feet located in a part of the building at 3750 West 16th
        Street, in Indianapolis, Indiana

2.   TERM.  The term of this Lease shall begin on January 1, 1995, at 12:01
     o'clock a.m. and shall end on December 31, 1996, at 11:59 o'clock p.m.

3.   RENT.  Tenant shall pay Landlord the sum of Twenty-Seven Thousand Five
     Hundred Sixteen Dollars ($27,516.00) per year, payable monthly in advance,
     in the amount of Twenty-Two Hundred Ninety-Three and no/100 Dollars
     ($2,293.00) per month on the first day of each month as rent for the
     Property.  Tenant agrees to pay said rent to Landlord at Landlord's place
     of business which is:
        c/o Pat Breese at 20 South Second Street, Zionsville, IN 46077.

4.   DEPOSIT.  On the date of execution of this Lease, the Tenant shall pay
     the Landlord a damage deposit in the amount of Previously Paid Dollars
     ($2,025.25), which deposit shall be returned to Tenant within thirty (30)
     days after the termination of this Lease if the Property is in
     satisfactory condition and free from damage, normal wear and tear
     excepted.

5.   USE.  The Property shall only be used for assembly and distribution of
     toys.  Tenant agrees not to use Property in any manner or for any purpose
     which would be in violation of any Federal, State or Local law, or is
     immoral.

6.   ASSIGNMENT.  Tenant agrees that this Lease may not be assigned or
     sub-leased to any other person or legal entity.

7.   WASTE.  Tenant agrees that no waste will be committed on this Property or
     damage done to this Property.  Tenant agrees to keep the Property in good
     repair and not to make any alterations to the Property.

8.   LIABILITY.  Tenant agrees that the Landlord shall not be responsible to
     the Tenant, or any members of the Tenant's family, for any injury or
     damage to any person or property that may occur on or about the Property
     during the term of this Lease.

9.   UTILITIES.  Tenant agrees to pay for all utilities connected to the
     Property such as sewer, cable television, telephone, steam, gas or
     electricity.  This shall apply only to tenant's pro rata share.

10.  TERMINATION.  Tenant agrees that if he breaches any of the terms of this
     Lease then the Landlord may, at its option, in addition to any other
     remedy or right it has at law or in equity, re-enter the Property, without
     demand or notice, and resume possession by an action in law or equity or
     by force or otherwise and without being liable in trespass or for any
     damages and without terminating this Lease; and Landlord shall also be
     entitled to recover its reasonable attorney fee, court costs and other
     expenses associated with enforcing Landlord's rights caused by Tenant's
     breach of this Lease.  Landlord may remove all persons and property from
     the Property and such property may be removed and stored at the cost of
     Tenant.

11.  MODIFICATION.  Landlord and Tenant agree that this Lease may not be
     modified unless there is a written consent to do so executed by Landlord
     and Tenant.

12.  SPECIAL PROVISIONS.  Effective October 1, 1995, above Lessee shall assume
     the rental of the entire building at the additional rent of $1,100.00 per
     month for the termination of the Third Quarter lease.

This Lease is executed at Indianapolis, Indiana on the 31st day of December,
1994.

This Agreement may be executed simultaneously or in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.  Delivery of this document may be
accomplished by electronic facsimile reproduction (FAX); if FAX delivery is
utilized, the original document shall be promptly executed and/or delivered, if
requested.


                                                
LANDLORD                                           TENANT:  THIRD QUARTER, INC.
/s/  Patrick A. Breese,   /s/  Corinne S. Breese  /s/  Chip Voigt
/s/  Veda J. Gray,    /s/  Chester L. Gray


Approved by and restricted to use by members of the Metropolitan Indianapolis 
Board of REALTORS. This is a legally binding contract.  If not understood seek 
legal advice.     MIBOR 1992     (Form No. 240-01/92)