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                                                                  EXHIBIT 10.3.1

                                LEASE EXTENSION

     Agreement entered into as of the 16th day of March, 1999 by and between 
Gregory P. Shlopak and Paul M. Butman, Jr. as Trustees of PG Realty Trust 
(hereinafter "Landlord") and Cyrk, Inc., a Delaware corporation with its 
principal place of business located at 3 Pond Road, Gloucester, Massachusetts 
(hereinafter "Tenant");

     WHEREAS, by a lease agreement dated April 19, 1989, the Landlord leased 
certain premises at 3 Pond Road, Gloucester to the Tenant for a term of ten 
(10) years (hereinafter the "Term"); and

     WHEREAS, the Term is about to expire and the Tenant wishes to hold over for
a limited term, but not for another ten (10) year term;

     NOW, THEREFORE, it is agreed that:

1.   The Term of the lease referred to in the April 19, 1989 lease between the 
Landlord and the Tenant is extended by mutual agreement of the parties until 
11:59 P.M. on December 31, 1999.

2.   All current terms of the lease, to include, but in no way be limited to, 
those regarding the amount of rent, insurance, taxes and utilities shall remain 
in effect for the extended term and are ratified and confirmed by the parties.

     Executed this 16th day of March, 1999.

LANDLORD                                CYRK, INC.


By: /s/ Paul M. Butman, Jr.             By: /s/ Dominic F. Mammola
    -----------------------------           --------------------------------
    Paul M. Butman, Jr., Trustee            Dominic F. Mammola
                                            Executive Vice President & CFO


By: /s/ Gregory P. Shlopak
    -----------------------------
    Gregory P. Shlopak, Trustee