EXHIBIT 10.132
                  TUDOR TECHNOLOGIES, INC. ELECTION TO EXERCISE




                            TUDOR TECHNOLOGIES, INC.
                      a British Virgin Islands Corporation
                         Tortola, British Virgin Islands
                             c/o Bart Nachamie, Esq.
                                 425 Park Avenue
                            New York, New York 10022


July 15, 1999


Play Co. Toys & Entertainment Corp.
Richard Brady, President
550 Rancheros Drive
San Marcos, California 92069

         Re:      Election of Option to Exercise

Dear Mr. Brady:

     Pursuant to an Assignment of Conversion Rights Agreement (the "Assignment")
duly  executed on September  15, 1998 by and between  Tudor  Technologies,  Inc.
("Tudor") and ABC Fund, Inc., the holder of a debenture (the "Debenture") issued
by Play Co.  Toys &  Entertainment  Corp.  ("Play  Co.") in  January  1998,  ABC
assigned all of its right,  title,  and interest in and to its right to purchase
up to an aggregate of twenty-five (25%) percent of the outstanding shares of the
common stock of a wholly-owned Play Co.  subsidiary,  Toys  International,  Inc.
("Toys"),  all as more fully set forth in a certain Letter  Agreement dated June
30, 1998 by and between ABC and Play Co. (the "Letter Agreement").

     In accordance with the aforesaid documents (the Debenture,  the Assignment,
and the  Letter  Agreement),  please be  advised  that  Tudor  hereby  elects to
exercise its option to purchase from Play Co. 25% of the issued and  outstanding
shares of Toys at an exercise  price  equivalent to the net book value per share
of Toys'  common  stock as of the most recent ended  quarter,  to wit,  June 30,
1999.

     Please  acknowledge  receipt of the foregoing by executing below. Thank you
for your attention to this matter.

Very truly yours,




Receipt of the foregoing is hereby acknowledged by Play Co. Toys &
Entertainment Corp.


James B. Frakes, Secretary