Exhibit 10.140
                      Assignment of Rancho Cucamonga Lease


                       ASSIGNMENT AND ASSUMPTION OF LEASE

     Agreement  dated this 1st day of December  1999 by and between (a) Play Co.
Toys & Entertainment Corp. ("Play Co."), a Delaware  corporation with offices at
550   Rancheros   Drive,   San   Marcos,   California   92069,   and  (b)   Toys
International.COM,  Inc., a Delaware  corporation  ("Toys")  with offices at 550
Rancheros Drive, San Marcos, California 92069.

     WHEREAS,  Landlord and Play Co.  heretofore  entered into a lease agreement
(the  "Lease")  dated the 20th day of February  1999 for the  premises  known as
Rancho Cucamonga,  located at 9950 W. Foothill Blvd., Suite U, Rancho Cucamonga,
California  91730 (the  "Premises"),  which  Lease  commenced  April 1, 1999 and
expires March 31, 2004; and

     WHEREAS,  Play Co.  desires to assign to Toys (i) all of the right,  title,
and interest to which Play Co.  otherwise  is entitled  under the Lease and (ii)
all duties and obligations by which Play Co. otherwise is bound under the Lease;
and

     WHEREAS,  Toys  desires  to accept  assignment  of Play  Co.'s  rights  and
entitlements  under the Lease and to assume the  liabilities  and obligations by
which Play Co. is bound under the Lease;

     NOW THEREFORE,  in  consideration of the mutual  promises,  covenants,  and
conditions set forth herein, it is agreed as follows:

     1. Play Co. hereby  expressly  and fully  transfers the Lease over and unto
Toys,  remaining liable thereunder to the extent provided under the terms of the
Lease.

     2. Toys hereby  accepts and assumes  all right,  title,  interest,  duties,
obligations, and liabilities under the Lease.

     IN WITNESS WHEREOF, the parties hereto have executed the above Agreement as
of the date set forth.



TOYS INTERNATIONAL.COM, INC.                 PLAY CO. TOYS & ENTERTAINMENT CORP.



By:      Richard Brady, President            By:      Richard Brady, President



By:      James B. Frakes, Secretary          By:      James B. Frakes, Secretary