Exhibit 4.3

                 Specimen Series E Preferred Stock Certificate.







                                                 VOID AFTER , 2002

                                       SERIES E PREFERRED STOCK CERTIFICATE

No.

                                        PLAY CO. TOYS & ENTERTAINMENT CORP.


THIS IS TO CERTIFY THAT


is the owner of

     FULLY PAID AND  NON-ASSESSABLE  SHARES OF SERIES E PREFERRED  STOCK OF $.01
PAR VALUE EACH OF

                                        Play Co. Toys & Entertainment Corp.

transferable  on the books of the  Corporation  in person  or by  attorney  upon
surrender of this  certificate  duly endorsed or assigned.  This certificate and
the shares  represented hereby are subject to the laws of the State of Delaware,
and to the Certificate of Incorporation and Bylaws of the Corporation, as now or
hereafter  amended.  This  certificate is not valid until  countersigned  by the
Transfer Agent.

         WITNESS  the  facsimile  seal  of the  Corporation  and  the  facsimile
signatures of its duly authorized officers.


Dated:                        Play Co. Toys & Entertainment Corp.

BY:                                                           BY:

(Facsimile Signature), Chief Financial Officer(Facsimile Signature), President


COUNTERSIGNED

CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent


BY
                           , Authorized Officer