Exhibit 17.01


                       Play Co. Toys & Entertainment Corp.




March 16, 1998



         Re:      To the Board of Directors



Dear Sirs:

     As of today March 16, 1998, I hereby tender my  resignation  from the Board
of  Directors  of  the  above  corporation,  such  resignation  to be  effective
immediately.  My resignation is not caused by any conflict or disagreement  with
the above corporation with respect to the corporation's operations, policies, or
practices.



Sincerely,
/s/Sheikhar Boodram