EXHIBIT 10.5 AN AGREEMENT made this 1st day of November One Thousand Nine Hundred and Ninety-nine. BETWEEN the parties more particularly described and set out in the First Schedule hereto. WHEREBY IT IS AGREED as follows: 1. The Landlord shall let and...

                                                                    EXHIBIT 10.5


AN AGREEMENT  made this 1st day of November One Thousand Nine Hundred and
              Ninety-nine.

BETWEEN   the parties more particularly described and set out in the First
              Schedule hereto.

WHEREBY IT IS AGREED   as follows:

1.                The Landlord shall let and the Tenant shall take ALL THOSE the
                  premises more particularly described and set out in the Second
                  Schedule hereto (hereinafter referred to as "the Premises")
                  AND together with all appurtenant rights for the term and at
                  the rent more particularly described and set out in the Third
                  Schedule hereto.

2.                The Tenant to the intent that the obligations hereunder shall
                  continue throughout the said term of the tenancy hereby agrees
                  with the Landlord as follows:

                  (a) To pay the said rent on the days and in manner
                  hereinbefore provided for payment thereof.

                  (b) To pay and discharge all rates and outgoing of a
                  non-capital or recurring nature now or hereafter to be
                  assessed, imposed or charged by the Government of Hong Kong or
                  other lawful authority upon the Premises (Government Rent and
                  Property Tax and expenses of capital nature only excepted).

                  (c) To pay and discharge all service or maintenance charges,
                  payable by the owner or occupier of the Premises pursuant to
                  or by virtue of the Deed of Mutual Covenant and Management
                  Agreement (if any) relating to the Building of which the
                  Premises form part more particularly described in the Schedule
                  hereto (hereinafter referred to as "the Building") (save and
                  except contributions towards capital expenditure) and all
                  charges for gas, water and electricity consumed on or in the
                  Premises.

                  (d) To keep all the non-structural interior parts of the
                  Premises in good clean tenantable repair and condition (fair
                  wear and tear inherent and subsisting defects excepted) and so
                  to maintain the same at the expense of the Tenant and to
                  deliver up the same to the Landlord at the expiration or
                  sooner determination of the term in like condition (fair wear
                  and tear inherent and subsisting defects excepted).

                  (e) To be wholly responsible for any loss, damage or injury
                  caused to any person whomsoever directly or indirectly through
                  the defective or damaged condition of any part of the interior
                  of the Premises the repair of which is the Tenant's
                  responsibility hereunder and to make good the same by payment
                  or otherwise and to indemnify the Landlord against all
                  actions, proceedings, claims and demands made upon the
                  Landlord in respect of any such loss, damage or injury and all
                  reasonable costs and expense incidental thereto.


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                  (f) To permit the Landlord and all persons authorized bt them
                  at all reasonable times to enter upon prior appointment and
                  view the state of the Premises, to carry out any work or
                  repair which requires to be done and, during the last three
                  months of the said term, to show the Premises to prospective
                  tenants or purchasers subject to prior appointment.

                  (g) On receipt of any notice from the Landlord or his
                  authorized representative specifying any works or repairs
                  which require to be done and which are the responsibility of
                  the Tenant hereunder to put in hand and execute the same with
                  reasonable dispatch and if the Tenant shall fail to execute
                  such works or repairs within reasonable time, the Tenant shall
                  permit the Landlord together with xxxxxxx and all necessary
                  equipment to enter upon the Premises for the purpose of
                  carrying out or properly completing such works or repairs, the
                  reasonable costs thereon to be repaid by the Tenant to the
                  Landlord promptly on demand and recoverable by the Landlord
                  from the Tenant as a debt.

                  (h) Not without the previous written consent of the Landlord
                  which consent shall not be unreasonably withheld or delayed to
                  erect, install or alter any fixtures, partitioning or other
                  erection or installation in the Premises or any part thereof.

                  (i) Not without the prior written consent of the Landlord (not
                  to be unreasonably withheld or delayed) to affix exhibit put
                  up or display or to permit to suffer to be affixed, exhibited,
                  put up or displayed any signboard, sign, decorations,
                  illuminated sign, placard, poster or other advertisement
                  whatsoever inside or outside the Premises or on any door,
                  wall, pier or window thereof or on or in any part of the
                  Building. In the absence of such consent the Landlord shall
                  have the right to remove at the reasonable cost and expense of
                  the Tenant, such costs and expenses to be paid on demand, any
                  signboard, sign, decoration, illuminated sign, poster, placard
                  or other advertisement which shall be so affixed, exhibited,
                  put up or displayed. Notwithstanding the aforesaid, the Tenant
                  shall have the right to put up and affix signboard of its name
                  at the entrance of the Premises in accordance with the
                  instructions of the Manager of the said Building.

                  (j) To observe and to comply with the reasonable regulations
                  or requirements stated in notices or announcements from time
                  to time made or issued by the Manager of the Building for the
                  maintenance (save and except maintenance of the structural
                  part of the Premises) and management of the Building including
                  the times and arrangements for operation of any equipment,
                  lifts, lighting and the use of entrances and passage ways.

                  (k) Not to cut maim or injure or permit or suffer to be cut
                  maimed or injured any doors, windows, walls, beams, structural
                  members or any part of the fabric of the Premises nor any of
                  the plumbing or sanitary apparatus or installations included
                  therein.

                  (l) Not without the prior written consent of the Landlord to
                  assign underlet or otherwise part with the possession of the
                  Premises or any part thereof in any way whether by way of
                  sub-letting lending sharing or other means whereby any person
                  or persons not a party to this Agreement obtains the use or




27


                  possession of the Premises or any part thereof irrespective of
                  whether any rental or other consideration is given for such
                  use or possession and in the event of any such transfer
                  sub-letting sharing assignment or parting with the possession
                  of the Premises (whether for monetary consideration or not)
                  this Agreement shall absolutely determine and the Tenant shall
                  forthwith vacate the Premises on notice to that effect from
                  the Landlord.

                  (m) Not to produce or permit or suffer to be produced any
                  excessive music and noise so as to be a nuisance to or gives
                  reasonable cause for complaint from occupiers of other
                  premises in the Building or in the neighborhood.

                  (n) Not to do or permit or suffer to be done any act or thing
                  which is a nuisance to or gives reasonable cause for complaint
                  from the Landlord or to the tenants or occupiers of other
                  premises in the Building or in any adjoining or neighboring
                  building.

                  (o) Not to do or permit or suffer to be done any act, deed,
                  matter or thing whatsoever which amounts to a breach of any of
                  the negative or restrictive covenants terms and conditions
                  under which the said land and the Building is held from the
                  Government or whereby any insurance of the Building against
                  loss or damage by fire and/or claim by third parties for the
                  time being in force may be rendered void or voidable or
                  whereby the premium thereon may be increased Provided That if
                  as the result of any act, deed, matter or thing done permitted
                  or suffered by the Tenant, the premium on any such insurance
                  shall be increased, the Landlord shall be entitled to request
                  the Tenant to pay the increased premium.

                  (p) Not to keep or store or permit to suffer to be kept or
                  stored on or in the Premises any arms ammunition gunpowder
                  saltpeter kerosene or other explosive or combustible or
                  hazardous goods.

                  (q) Not to use or permit or suffer the Premises to be used for
                  any illegal or immoral purpose.

                  (r) To obey and comply with and to indemnify the Landlord
                  against any breach of ordinance, regulations, bye-laws, rule
                  or requirement of any Governmental or other competent
                  authority relating to the use and occupation of the Premises
                  or any other act, deed, matter or thing done, permitted,
                  suffered or omitted therein or thereon by the Tenant or any
                  employee, agent or licensee of the Tenant.

                  (s) To obey observe and comply with and perform all the
                  negative or restrictive covenants terms and provisions in the
                  said Deed of Mutual Covenant and Management Agreement (if any)
                  relating to the Building so far as they relate to the Premises
                  and to indemnify the Landlord against the breach
                  non-observance or non-performance thereof.

                  (t) To pay to the Landlord on demand all reasonable costs
                  incurred by the Landlord in cleansing or clearing any of the
                  drain, pipes or sanitary or plumbing apparatus choked or
                  stopped up owing to the careless or improper use or neglect by
                  the Tenant or any employee, agent or licensee of the Tenant.


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                  (u) To be responsible for the removal of all trade and other
                  refuse from the Premises to the reasonable satisfaction of the
                  Landlord or their agents.

                  (v) To use the Premises only for commercial purposes.

                  (w) To yield up the Premises with the fixtures and additions
                  thereto at the expiration or sooner determination of this
                  Agreement in good clean and tenantable repair and condition
                  (fair wear and tear inherent and subsisting defects excepted).
                  It is agreed that the Tenant shall not be required to
                  reinstate any works (including any fitting-out works) to the
                  Premises provided that the Tenant shall have the right to
                  remove the Tenant's trade fixtures subject to making good all
                  damage to the Premises by reason of such removal.

3.                The Landlord hereby agrees with the Tenant as follows:

                  (a) To pay the Government Rent and Property Tax and expenses
                  of capital or non-recurring nature attributable to or payable
                  in respect of the Premises.

                  (b) That the Tenant paying the rent hereby agreed to be paid
                  on the days and in manner herein provided for payment of the
                  same and observing and performing the agreements stipulations
                  terms and conditions herein contained and on the Tenant's part
                  to the observed and performed shall peaceably hold and enjoy
                  the Premises during the said term without any interruption by
                  the Landlord or any person lawfully claiming under or in trust
                  for the Landlord.

                  (c) Subject to Clause 6 hereof, to contribute his share of the
                  cost when called upon to do so by management of the Building
                  towards the maintenance and repair of the main structure, main
                  electricity supply cables, main drains waterpipes and main
                  walls of the Building.

                  (d) At the request of the Tenant to use reasonable endeavors
                  to enforce the terms of the Deed of Mutual Covenant and/or the
                  Management Agreement against owners and occupiers of the other
                  premises in the Building and the Manager thereof.

                  (e) To keep those parts of the Premises which are not the
                  Tenant's responsibility hereunder in good repair and
                  condition.

4.                IT IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED as follows:

                  (a) The rent hereby agreed to be paid represents the best
                  rent, which can reasonably be obtained without a premium;

                  (b) If the rent hereby agreed to be paid or on any part
                  thereof shall be unpaid for fifteen days after the same shall
                  become payable (whether legally or formally demanded or not)
                  or if the Tenant shall fail or neglect to observe or perform
                  any of the agreements stipulations terms and conditions herein
                  contained and on the Tenant's part to be observed and
                  performed which failure or neglect has not been rectified
                  within reasonable time or if the Tenant shall become bankrupt
                  or being a corporation shall go into liquidation



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                  or if the Tenant shall otherwise become insolvent or make any
                  composition or arrangement with creditors or shall suffer any
                  execution to be levied on the Premises or otherwise on the
                  Tenant's goods such execution not to be suspended within 14
                  days, then and in any such case it shall be lawful for the
                  Landlord at any time thereafter to re-enter on the Premises or
                  any part thereof in the name of the whole whereupon this
                  Agreement shall absolutely cease and determine but without
                  prejudice to any right of action of the Landlord in respect of
                  any outstanding breach or non-observance or non-performance of
                  any of the said agreements, stipulations terms and conditions
                  herein contained and on the Tenant's part to be observed and
                  performed and to the Landlord's right to deduct all loss
                  damage and expense thereby incurred from the deposit paid by
                  the Tenant in accordance with Clause 8 hereof.

                  (c) A written notice served by the Landlord on the Tenant in
                  manner hereinafter mentioned to the effect that the Landlord
                  thereby exercise the power of re-entry herein contained shall
                  be a full and sufficient exercise of such power without actual
                  physical entry on the part of the Landlord.

                  (d) Acceptance of rent by the Landlord shall not be deemed to
                  operate as a waiver by the Landlord of any right to proceed
                  against the Tenant in respect to any breach non-observance or
                  non-performance of the said agreements stipulations terms and
                  conditions herein contained and on the Tenant's part to the
                  observed and performed.

                  (e) Save and except the same is caused by the default neglect
                  or omission of the Landlord, the Landlord's employees, agents
                  or contractors, the Landlord shall not be under any liability
                  to the Tenant or to any other person whomsoever in respect of
                  any loss or damage to person or property sustained by the
                  Tenant or any such other person caused by or through or in any
                  way owing to the overflow of water or the escape of fumes
                  smoke fire or any other substance or thing from anywhere
                  within the Building and the Tenant shall fully and effectually
                  indemnify the Landlord from and against all claims and demands
                  made against the Landlord by any person in respect of any
                  loss, damage or injury caused by or through or in any way
                  owing to the overflow of water or the escape of fumes, smoke,
                  fire or any other substance or thing originating from the
                  Premises caused by the default, neglect or omission of the
                  Tenant and against all reasonable costs and expenses incurred
                  by the Landlord in respect of any such claim or demand.

                  (f) For the purpose of these presents any act, default neglect
                  or omission of any guest, visitor, servant, agent licensee or
                  invitee of the Tenant shall be deemed to be the act, default,
                  neglect or omission of the Tenant.

                  (g) For the purpose of Part III of the Landlord and Tenant
                  (Consolidation) Ordinance (Cap. 7) and these presents, the
                  rent payable in respect of the Premises shall be and be deemed
                  to be in arrears if not paid in full and in advance at the
                  times and in manner herein provided for payment thereof.

                  (h) Any notice required to be served hereunder shall, if to be
                  served on the Tenant, be sufficiently served if addressed to
                  the Tenant and sent by prepaid post to or delivered at the
                  Premises or the Tenant's registered office and, if to be
                  served on the Landlord shall be sufficiently served if
                  addressed to the



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                  Landlord and sent by prepaid post to or delivered at the
                  Landlord's registered office.

                  (i) If for any reason whatsoever the ratable value as at the
                  date hereof or the rates payable shall be increased then and
                  in any such case the Tenant shall during the continuance of
                  the term of this Agreement bear such increase in rates.
                  Conversely, should there be any refund of rates made by the
                  Government or the relevant authorities, the Landlord shall
                  repay the same to the Tenant. If at any time hereafter during
                  the continuance of this tenancy the Government shall abolish
                  the levy of property tax in the owner in respect of any land
                  and/or building and introduce a new tax levy in substitution
                  for or replacement of property tax, any reference herein to
                  property tax shall be deemed reference to such new tax as may
                  hereafter be introduced by Government. For the avoidance of
                  doubt, save and except those stipulated herein, any other
                  taxes levied or to be levied on the Premises or the owner
                  thereof should be borne by the Landlord.

                  (j) Each party shall bear their own costs and expenses in
                  relation to the preparation and completion of this Agreement.
                  The stamp duty payable on this Agreement and its counterpart
                  shall be borne by the parties hereto in equal shares.

                  (k) Unless the contents otherwise require, words herein
                  importing the masculine feminine or neuter gender shall
                  include the other or others of them and words herein in the
                  singular shall include the plural and vice versa and the terms
                  "Landlord" and "Tenant" shall include their successors in
                  title.

5.                The Tenant hereby expressly declares that for the grant of the
                  said term no key money, construction moneys or other
                  consideration has been paid to the Landlord or to any person.

6.                If the Premises or the Building or any part thereof shall at
                  any time during the tenancy be destroyed or damaged or become
                  inaccessible or become subject to a Closure Order or
                  Demolition Order due or owing to fire, water, storm, wind,
                  typhoon, defective construction, white ants, earthquake,
                  subsidence of the ground or any calamity beyond the control of
                  the Landlord and not attributable to any failure of the Tenant
                  to observe and carry out the terms of this Agreement so as to
                  render the Premises unfit for habitation and use or
                  inaccessible or so that the Premises or Building shall be
                  condemned as a dangerous structure or a demolition order or
                  closing order shall become operative in respect of the
                  Premises or the Building then the rent hereby reserved or a
                  fair proportion thereof according to the nature and extent of
                  the damage sustained or order made shall henceforth be
                  suspended until the Premises or Building shall again be
                  rendered accessible and fit for habitation and use and that
                  the Closure Order or Demolition Order be removed Provided
                  always that the Landlord shall not be under any obligation to
                  reinstate the Premises or any part thereof so affected as
                  aforesaid and Provided further that should the Premises or
                  Building not have been reinstated in the meantime either the
                  Landlord or the Tenant may at any time after two months from
                  the occurrence of such damage destruction or order give to the
                  other of them notice in writing to determine this present
                  tenancy



31


                  and thereupon the same and everything herein contained shall
                  ceased and be void as from the date of the occurrence of such
                  destruction or damage or order or of the Premises becoming
                  inaccessible but without prejudice to the rights and remedies
                  of either party against the other in respect of any antecedent
                  claim or breach of the agreement stipulations terms and
                  conditions herein contained or of the Landlord in respect of
                  the rent payable hereunder prior to the coming into effect of
                  the suspension PROVIDED FURTHER that the Landlord shall not in
                  any event be liable to pay compensation or damages to the
                  Tenant in respect of any period during which the occupation or
                  use of the Premises shall be interrupted or unavailable as
                  aforesaid or in respect of the determination of the tenancy as
                  aforesaid and that the Tenant shall not in any event have any
                  claim, interest, right or property, all of which are hereby
                  expressly waived and forfeited, of and in any compensation or
                  award payable by any relevant authority in respect of the
                  interruption or cessation of use or occupation of the Premises
                  or the determination of the tenancy in respect thereof.

7.                In the event of fire, typhoon or other contingencies which in
                  the reasonable opinion of the Landlord may cause or threaten
                  to cause damage or injury to the Premises, the Landlord shall
                  after seeking to notify the Tenant, have power in the absence
                  of the Tenant from the Premises to break open any outer door
                  or windows of the Premises and to do such other things as may
                  be necessary to prevent the Premises from being damaged or
                  injured or further damaged or injured and in such event the
                  Landlord shall not be answerable to the Tenant for any loss or
                  damage which the Tenant may sustain thereby.

8.                The Tenant shall on the signing hereof deposit and maintain
                  with the Landlord the sum of HK$156,882.00 being the total sum
                  of two (2) months rental, air-conditioning charges, management
                  fee and government rate to secure the due observance and
                  performance by the Tenant of agreements, stipulations, terms
                  and conditions herein contained and on the Tenant's part to be
                  observed and performed. The said deposit shall be retained by
                  the Landlord throughout the said term free of any interest to
                  the Tenant. Subject as aforesaid, the said deposit shall be
                  refunded to the Tenant by the Landlord within seven (7) days
                  after the expiration or sooner determination of this Agreement
                  and the delivery of vacant possession to the Landlord
                  whichever is the later.

9.                Subject to Clause 8 hereinabove, in the event of the Sale of
                  the Premises to a Purchaser or to the entering into possession
                  of the Premises by a mortgagee the Landlord shall refund the
                  deposit to the Tenant within seven (7) days without interest
                  unless the Landlord is able to procure that the Purchaser or
                  mortgagee, as the case may be, gives an undertaking to the
                  Tenant for the refund of the deposit as provided herein.

10.01             At the expiration of the term hereby created and upon the
                  Tenant's giving notice not later than three (3) months before
                  the expiration of the original term and subject to the consent
                  of the Landlord's Mortgagee at the date hereof, the Tenant
                  shall have the option to renew the tenancy for a further term
                  of One Year on the same terms and conditions as are herein
                  contained (save for this provision for renewal) and save as to
                  the rental payable during the renewal term which shall be the
                  prevailing market rent (also exclusive of



32


                  rates, air-conditioning charges and management fee).

10.02             The prevailing market rent payable from 1st November 2001
                  until 31st October 2002 (the "further term") shall be agreed
                  at any time between the Landlord and the Tenant or (in the
                  absence of agreement) determined by an independent surveyor
                  and valuer (acting as an expert and not as an arbitrator) that
                  valuer to be nominated in the absence of agreement by or on
                  behalf of the President for the time being of the Hong Kong
                  Institute of Surveyors on the application of the Landlord or
                  the Tenant made not earlier than two months before the
                  commencement of the further term. The revised rent to be
                  determined by the valuer shall be that which he shall decide
                  should be the open market monthly rent at the commencement of
                  the further term for the Premises:

                  (a)      on the following assumption at that date:

                           (i)      that the Premises are fit for immediate
                                    occupation and use and that no work has been
                                    carried out to the Premises during the term
                                    which has diminished the rental value of the
                                    Premises and that in case the Premises have
                                    been destroyed or damaged they have been
                                    fully reinstated and restored;

                           (ii)     that the Premises are available to let by a
                                    willing landlord to a willing tenant as a
                                    whole without a premium but with vacant
                                    possession and subject to the provisions of
                                    this Agreement (other than the amount of the
                                    rent reserved and this option to renew) for
                                    the further term; and

                           (iii)    that all the covenants on the part of the
                                    Tenant in this Agreement have been fully
                                    performed and observed.

                           AND having regard to open market rental values
                           current at the Commencement of the further term for
                           similar office accommodation elsewhere in the
                           Building and/or in similar office buildings in Hong
                           Kong with attributes comparable to those of the
                           Building;

                  (b)      but disregarding;

                           (i)      any effect of the fact that the Tenant has
                                    been in occupation of the Premises;

                           (ii)     any goodwill attached to the Premises by
                                    reason of the Tenant carrying on its
                                    business at the Premises; and

                           (iii)    any increase in rental value of the Premises
                                    attributable to the existence at the
                                    commencement of the further term of any
                                    improvement to the Premises or any part
                                    thereof by the Tenant.

10.03             (a)      The fees and expenses of the valuer appointed under
                           clause  10.02 including the cost of his appointment
                           shall be borne by the Tenant



33


                           and the Landlord in equal shares;

                  (b)      The valuer shall afford to each of the parties an
                           opportunity to make representations to him and shall
                           give a written decision with reasons. Such decision
                           shall be conclusive and binding on the parties
                           hereto; and

                  (c)      If the valuer shall die, delay, or become unwilling
                           or incapable of acting or if for any other reason the
                           President for the time being of the Hong Kong
                           Institute of Surveyors or the person acting on his
                           behalf shall in his absolute discretion think fit he
                           may in writing discharge the valuer and appoint
                           another in his place.

10.04             (a)      If the revised rent payable on and from the
                           commencement of the further term has not been agreed
                           by that date rent shall continue to be payable at the
                           rate previously payable and within 15 days of the
                           revised rent being ascertained the Tenant shall pay
                           to the Landlord any shortfall between the rent paid
                           and the revised rent payable up to and on the
                           preceding day for payment of rent or the Landlord
                           shall refund to the Tenant any overpayment made for
                           such period.

                  (b)      For the purposes of this proviso the revised rent
                           shall have been ascertained on the date when the same
                           has been agreed between the parties or the date of
                           the determination by the valuer.


34



                      THE FIRST SCHEDULE ABOVE REFERRED TO

     NAMES ADDRESSES AND DESCRIPTIONS OF PARTIES HERETO

     LANDLORD :    Petergrand Limited whose registered office is situate at
                   Xxxx 000, Xxxx Xxxx Building, 100 Xxxxxx Road, Kowloon,
                   Hong Kong.


     TENANT   :
                   Toymax (H.K.) Limited whose registered office is situate at
                   Units A and B, 3rd Floor, CDW Building, 388 Castle Peak Road,
                   Tsuen Wan, New Territories,  Hong Kong.


                      THE SECOND SCHEDULE ABOVE REFERRED TO

     ALL THOSE Units 4 and 5 on 9th Floor of Greenfield Tower Concordia Plaza,
     Xx. 0 Xxxxxxx Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxx Xxxx with approximate
     area of 4,754 sq. ft. gross.

                      THE THIRD SCHEDULE ABOVE REFERRED TO

Term        :2 Years

Commencing:  1st November 1999

Expiring  :  31st October 2001

Rent         :   Dollars Seventy-eight Thousand Four Hundred and Forty-one Only
                 (HK$78,441.00) Hong Kong Currency (exclusive of Rates, air-
                 conditioning charges and Management Fee) and payable in advance
                 clear of all deductions on the 1st day of each and every month
                 the first of such payments has been paid by the Tenant on the
                 signing of the Confirmation Letter signed by the Landlord and
                 Tenant on 27th September 1999 as the Landlord hereby admits and
                 acknowledges PROVIDED THAT the rent shall not be payable by the
                 Tenant for the period from 1st November 1999 to 31st December
                 1999 (both dates inclusive) being the rent free period on the
                 condition that the Tenant shall still be responsible for the
                 payment of rates, air-conditioning charges, management fees
                 and all other utility charges during the said rent free period.



35


              IN WITNESS whereof the hands of the parties hereto the day and
year first above written.

SIGNED by                    )                        For and on behalf of
for and on behalf of the     )                        PETERGRAND LIMITED.
Landlord whose signature     )
is verified by-  -                                    --------------------------
                                                         Authorized Signature



Solicitor, Hong Kong SAR


              the Director                            For and on behalf of
SIGNED by CHU KI XXXX,       )                        TOYMAX (H.K.) LIMITED
for and on behalf of the     )
Tenant whose signature is    )
verified by-  -                                       --------------------------
                                                         Authorized Signature

     NG XXX XXXX
Solicitor, Hong Kong SAR
LIU, CHAN AND XXX

RECEIVED the day and year first above written              HK$156,882.00
)
of and from the Tenant the sum of Dollars ONE   )
HUNDRED FIFTY-SIX THOUSAND EIGHT                )
HUNDRED AND EIGHTY-TWO Hong Kong                )
Currency being the deposit money above          )
expressed to be paid by the Tenant to the       )
Landlord                                        )



W I T N E S S to the signature by :-

                               Solicitor, Hong Kong SAR


36



DATED THE 1ST DAY OF NOVEMBER 1999.



                                TENANCY AGREEMENT

Term:         2 years

Commencing:   1st November 1999

Expiring:    31st October 2001

Rent:         HK$78,441.00 (exclusive of Rates,
              air-conditioning charges and
              management fee)

Deposit:      HK$156,882.00






                                                   Xxxxx K.S. Chan & Co.
1. the undersigned, do hereby certify that               Solicitors
I have examined/the foregoing document                 Rooms 1203-1205,
with its original and that the same is a                Wing On Centre,
true and complete copy thereof.                  000 Xxxxxxxxx Xxxx Xxxxxxx,
                                                           Xxxx Xxxx.
       XXXXX XXXX KIN SANG
     Solicitor, Hong Kong SAR.                 Tel: 0000 0000 Fax: 0000 0000
      Dated . 9 NOV 1999                            Ref: PC99/P1/0934/ccc
                                                    Code -  c:/cccJO934ta.doc




37