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                                                                  Exhibit 10(42)

                 REPRESENTATION AND TECHNICAL SUPPORT AGREEMENT


THIS AGREEMENT entered into as of the 21st day of February, 2000 by and between
VCI Communities Solutions, Inc. a company incorporated under the laws of the
State of Delaware, with offices at 589 Eighth Avenue, New York, New York 10018,
(hereinafter, "VCI"), and Vanco Consulting Limited., a company incorporated
under the company laws of the United Kingdom with offices at John Busch House,
277 London Road, Isleworth, Middlesex, TW7 5AX (hereinafter, "Vanco").

                               W I T N E S S E T H

     WHEREAS, VCI has developed and/or has been licensed the proprietary rights
to a suite of products designed to create a complete solution for the creation,
management and maintenance of community web sites (hereinafter, "Community
Management Solution" or "CMS"); and

     WHEREAS, VCI desires to authorize Vanco to market and provide technical
development and support services for CMS and/or other content management systems
to be developed by VCI, (hereinafter collectively, "VCI Systems") as defined
below and in Exhibit A hereto, and Vanco wishes to market and provide technical
development and support services for VCI Systems in accordance with the terms
and conditions set forth in this Agreement;

     NOW, THEREFORE, in consideration of the foregoing, the parties, by their
duly authorized representatives, hereby covenant and agree as follows:

1.   Preamble

     1.1  The Preamble and all Exhibits attached hereto, form an integral part
          of this Agreement.

2.   Engagement and Services

     2.1  Subject to the terms and conditions set forth in this Agreement and
          Exhibit A hereto, VCI hereby appoints Vanco as its exclusive
          representative in the countries comprising the European Union
          (hereinafter, the "EU" or "Territory") to market VCI Systems in the
          Territory, locate and introduce potential customers (hereinafter
          "Introduced Parties") to VCI for the purpose of encouraging their
          acquisition of VCI Systems and to assist VCI in negotiating sales
          agreements with Introduced Parties, if so requested by VCI. For
          purposes of this Section 2.1, the term "introduce" shall include,
          without limitation, identifying potential clients, making the initial
          contact and conducting preliminary meetings with such party.

     2.2  To eliminate any doubt, any final Web Design and Development Agreement
          entered into with the Introduced Party shall be solely between VCI and
          such Introduced Party.

     2.3  Commencing upon the effectiveness of this Agreement and no later than
          every three (3) months thereafter (hereinafter, the "Reporting
          Period"), Vanco shall furnish to VCI a written report (hereinafter,
          the "Report") relating to Vanco's planned marketing activities for the
          forthcoming
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          Reporting Period, prior Reporting Period activities for the previous
          Reporting Period, including without limitation, its quarterly
          marketing plan and budget for marketing VCI Systems to its existing
          customer base and other potential customers in the Territory.

     2.4  During the term of this Agreement, Vanco shall, in addition to its
          duties set out in Section 2.1, 2.2 and 2.3 above, provide the services
          that are more particularly set forth in Exhibit A for those Introduced
          Parties with whom VCI enters into agreements and shall maintain the
          technical infrastructure, facilities and staff required to provide
          such services for the Introduced Parties.

     2.5  Notwithstanding anything contained herein, for a period of two (2)
          years after the termination of this Agreement, Vanco shall continue to
          provide to the Introduced Parties those technical support services
          which are numbered #5 through #8 in Exhibit A. At all times during the
          Agreement and for so long as Vanco provides the technical support
          services described herein, VCI shall provide Vanco with secondary
          support services and information as are reasonably required for Vanco
          to perform its technical support services hereunder. In consideration
          thereof, Vanco shall receive the maintenance fee (hereinafter, the
          "Maintenance Fee") set forth in Exhibit B attached hereto. To
          eliminate any doubt, the provisions of technical support services by
          Vanco for a period of two years following termination of this
          Agreement shall be dependant upon VCI's provision to Vanco of the
          secondary support services and information required by Vanco to
          perform its duties hereunder.

3.   CMS License Fee and Compensation

     3.1  The current suggested price for CMS is the amount set forth in Exhibit
          B attached hereto (hereinafter, the "Fee"). The Fee is payable in cash
          and securities of the Introduced Party. VCI may, at its sole
          discretion, change the suggested Fee from time to time. In the event
          of same, VCI shall provide Vanco fourteen (14) days notice of its
          decision to do so. VCI shall also have the absolute right to determine
          the Fee for each agreement entered into with an Introduced Party
          taking into consideration the scope and nature of the agreement with
          such Introduced Party.

     3.2  In consideration of Vanco fulfilling its duties and obligations
          herein, in addition to the Maintenance Fee set forth in Section 2.5
          above, VCI shall pay to Vanco the commission set forth in Exhibit B,
          (hereinafter, the "Commission"). The Commission shall be payable net
          of taxes, for each VCI System that VCI sells to an Introduced Party.
          VCI shall not be obligated to sell a CMS system for less than the Fee.
          VCI shall not receive less than fifty percent of the Fee in cash. All
          equity received by VCI from an Introduced Party shall be placed in
          escrow on behalf of VCI and Vanco (pursuant to an escrow agreement to
          be entered into by the parties within a period of thirty (30) days
          from the date hereof on mutually satisfactory terms) pending a
          decision by them whether to establish a joint venture entity ("JV")
          within a period of one year from the date hereof for the purpose of
          marketing and providing technical services to Introduced Parties. In
          the event the parties do not establish a JV within a period of one
          year from the date hereof, or, alternatively, mutually determine
          earlier that a JV is not in each parties' best interest, the equity
          shall be divided between the parties on a sixty percent (60%)/forty
          percent (40%) basis with the higher amount going to VCI. In the event
          the JV is established by the parties, then such equity shall be
          transferred to it in the manner to be set forth in a JV agreement to
          be entered into by the parties.
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     3.3  Notwithstanding anything contained herein, VCI shall not be obligated
          to enter into agreements with more than six (6) Introduced Parties for
          VCI Systems in any fiscal quarter of 2000 and eight (8) Introduced
          Parties in any fiscal quarter of 2001.

     3.4  All Commissions shall be payable to Vanco by VCI within ten (10)
          business days from VCI's receipts of proceeds from a sale to an
          Introduced Party with the exception of commissions on the Maintenance
          Fees which shall be paid by VCI to Vanco on a quarterly basis.
          Notwithstanding the same, in the event that VCI materially changes the
          current manner in which it receives payment for its products and or
          services either on an ongoing basis or for a particular client, VCI
          and Vanco shall determine in a mutually agreeable manner a different
          method of payment to Vanco for the services that it shall be providing
          going forward or for the particular client.

     3.5  VCI shall remit the Commission with a written statement reflecting in
          reasonable detail the basis of its determination of the amount of
          Commission due to Vanco. If no Commission is due, VCI shall so
          indicate to Vanco. The payment of Commissions to Vanco for sales to
          Introduced Parties shall survive the termination of this Agreement.

     3.6  No commission will be due for sales to a customer in the Territory
          directly contacted by VCI prior to or after the termination or
          expiration of this Agreement unless the customer was introduced to VCI
          by Vanco during the Term as that term is defined herein and VCI
          commenced negotiations, as evidence in writing, for the sale of a VCI
          System


4.   Term & Termination

     4.1  This Agreement shall become effective upon its execution by both
          parties and shall continue in force for a period of two (2) years
          (hereinafter, the "Term") provided that VCI sells at least two (2) CMS
          systems during the first 180 days of the Term to Introduced Parties
          and eight (8) CMS systems during the first year of the Term to
          Introduced Parties. This Agreement shall be extended automatically for
          additional one-year periods unless terminated earlier by one of the
          parties hereto on sixty (60) days notice to the other party prior to
          the expiration of the then current term. If VCI does not sell the
          number of systems as described herein, this Agreement may be canceled
          by VCI after the first year of the Term. Notwithstanding the same,
          Vanco's obligation to provide ongoing technical support to Introduced
          Parties as set forth in Section 2.4, shall remain in effect for a
          period of two (2) years after the termination of this Agreement. The
          sale of a CMS system to Skills Communities Ltd. shall be included as a
          sale of a CMS system to an Introduced Party notwithstanding that Vanco
          is not entitled to receipt of the Commission or Maintenance Fee in
          conjunction with such sale.

     4.2  Either Party shall be entitled to terminate this Agreement forthwith,
          by written notice, should the other party fail to comply with its
          material obligations in this Agreement and does not remedy such
          non-compliance within thirty (30) days after receipt of notice from
          the other party that it intends to terminate this Agreement if such
          failure is not corrected.

     4.3  Either party may terminate this Agreement forthwith, by notice, if the
          other party is declared insolvent or bankrupt, or makes an assignment
          for the benefit of creditors, or shall
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          have a receiver or trustee appointed for its business or property or
          is dissolved or liquidated or otherwise ceases business, and such
          declaration or execution, or appointment is not canceled within forty
          five (45) days.

     4.4  Unless expressly stated otherwise, upon the termination, cancellation
          or expiration of this Agreement, neither party shall be responsible or
          liable to the other for consequential or incidental damages of any
          kind, regardless of whether such party had advance notice of the
          possibility of such damages.

     4.5  Upon the termination of this Agreement for any reason whatsoever:

          (i) VCI shall continue to pay all amounts due to Vanco under the terms
          of this Agreement for sales previously made to Introduced Parties
          and/or any amounts due to Vanco in accordance with Section 3.6 above.

          (ii) Vanco shall refer all inquiries to VCI in a timely manner;

          (iii) Vanco shall continue to provide technical support to the
          Introduced Parties for such period as agreed by the parties in
          accordance with Section 2.5 above;

          1. (iv) Vanco shall promptly return to VCI, erase and/or destroy all
          copies of CMS documentation and all information and literature
          relating thereto which shall have been provided by VCI to Vanco or
          reproduced by Vanco; provided, however, that Vanco may retain a
          sufficient and reasonable number of copies of the documentation to
          enable Vanco to continue to provide technical support services to
          Introduced Parties. Upon such return, erasure and/or destruction,
          Vanco shall confirm in writing to VCI that it has complied with its
          obligations under this section.

          2. (v) Each party shall promptly return to the disclosing party,
          and/or erase or destroy all copies of any Proprietary Information in
          the possession of such party or its subsidiaries and/or its holding
          companies and subsidiaries of its holding companies. Upon such return,
          erasure and/or destruction, such party shall confirm in writing to the
          disclosing party that it has complied with its obligations under this
          paragraph.

          3. (vi) Sections 2.5 (for a period of 2 years), 4.5, 5, 7, 8, 9 of
          this Agreement shall survive the termination and/or expiration of this
          Agreement for any reason whatsoever.

5.   Confidentiality; Employment of Other Party's Employees

     5.1  (a) Each party shall: (i) hold in confidence, and not disclose or
          reveal to any person or entity, any Confidential Information, as
          defined herein, of the other party without the clear and express prior
          written consent of a duly authorized representative of such other
          party, except that a party receiving Confidential Information from the
          other party may reveal such information solely to its employees or
          contractors, consultants or advisors who require such disclosure to
          allow such receiving party to perform its obligations or exercise its
          rights under this Agreement and who agree in writing to refrain from
          making any unauthorized use or disclosure thereof; and (ii) not use
          any Confidential Information of the other party for any purpose at any
          time, other than for the purpose(s) of performing its obligations or
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          exercising its rights under this Agreement. Each party shall protect
          the Confidential Information of the other party using at least the
          same degree of care it uses to protect its own proprietary and
          confidential information and materials of like importance, but in no
          event less care than a reasonably prudent business person would take
          in a like or similar situation. Each party shall return any
          Confidential Information of the other upon written request, except to
          the extent that doing so would undermine or interfere with the
          exercise by the receiving party of its rights under this Agreement.

     (b)  Confidential Information shall include but not be limited to, all
          trade secrets, technical information, technology, information,
          computer source and object codes, other computer codes, computer
          interfaces, products, demonstration products, work in progress, data
          concerning products, client lists, sales and marketing information,
          client account records, training and operations material and
          memoranda, personnel records, pricing information, and financial
          information concerning or relating to the accounts, clients,
          employees, profits, finances and business affairs, obtained by or
          furnished, disclosed or disseminated to either party.

     (c)  Confidential Information shall not include information that the
          receiving party can demonstrate (a) is, as of the time of its
          disclosure, or thereafter becomes, part of the public domain through a
          source other than the receiving party, (b) was known to the receiving
          party as of the time of its disclosure, (c) is independently developed
          by the receiving party, or (d) is subsequently learned from a third
          party not under a confidentiality obligation to the providing party.

     5.2  Each party shall treat the terms of this Agreement as confidential and
          shall not disclose such terms, except that disclosure of such terms
          shall be permitted to accountants, attorneys and other professionals
          providing services to the disclosing party to the extent that such
          professionals are notified of the confidential nature of such terms.

     5.3  Each party agrees that during the continuance of this Agreement and
          for a period of one year after its termination, in whole or in part,
          it will not hire or otherwise contract the services of, whether
          directly or indirectly (i) an employee of the other party (ii) a
          former employee of the other party whose employment with the other
          party ended less than six (6) months prior to the date of such hiring,
          or (iii) any corporation or entity in which such employee or former
          employee is an officer, director or shareholder holding 25% of the
          equity or employed providing service to that corporation or entity,
          provided, however, that this provision shall not apply if the employer
          or former employer of such individual consents in writing to such
          hiring. The obligation contained herein shall extend to the employees
          and former employees of subsidiaries, holding companies and
          subsidiaries of holding companies of both parties.

6.   Non Competition

     6.1  So long as this Agreement is in effect, Vanco shall not market, sell
          or distribute CMS outside the Territory nor shall Vanco be concerned
          or interested, either directly or indirectly, in the production,
          importation, marketing, sale or distribution of products manufactured
          by third parties that compete with or are similar to the VCI Systems
          in any manner. Vanco shall promptly refer to VCI all inquiries or
          orders for CMS from customers located outside the Territory unless
          Vanco has obtained VCI's written consent to deal with such inquiries
          or orders. In order to avoid any dispute, should the parties fail to
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          agree if a product competes with or is similar to the VCI Systems, the
          parties shall jointly nominate an independent consultant who shall
          make such determination.

7.   Intellectual Property

     7.1  Vanco acknowledges the ownership of VCI's right, title and interest in
          and to the VCI Systems and trade names, trademarks and service marks
          associated with CMS and other VCI services and products and further
          acknowledges that all the right, title and interest in the goodwill
          accruing as a result of the use of the VCI Systems by Vanco enures to
          VCI. Vanco agrees that it shall not hold itself out as having acquired
          any proprietary right to any trade name, trademark or service mark of
          VCI by virtue of its use thereof or anything herein, except as
          specifically set forth in this Agreement, and any such right shall
          immediately cease upon the termination or cancellation of this
          Agreement.

     7.2  Except with respect to its development and technical support
          obligations hereunder, Vanco is prohibited from changing, developing,
          enhancing or otherwise modifying CMS or other VCI System (or any
          component thereof) in any way whatsoever, nor shall Vanco disassemble,
          decompile, reverse-engineer or revise CMS (or any component thereof)
          or attempt to discover the source code of CMS.

     7.3  Any modifications, improvements or changes to CMS and or any other VCI
          Systems which may be permitted in accordance with this Agreement must
          be fully documented by Vanco and made available to VCI for its review
          and use. Vanco shall be entitled to co-title, together with VCI and
          the client for whom Vanco provides services, to any applications to
          CMS developed by Vanco for such client on behalf of VCI in the process
          of fulfilling its duties as set forth in Exhibit A herein.

     7.4  During the term of this Agreement, VCI shall grant to Vanco a
          non-exclusive, nontransferable, worldwide license to reproduce VCI's
          trade names, trademarks and service marks associated with CMS and
          other VCI services on all advertising and promotional materials,
          display materials or other materials which utilize such trade names,
          trademarks and service marks for the sole purpose of allowing Vanco to
          fully promote and market the VCI Systems.

     7.5  VCI represents and warrants solely for the benefit of Vanco as of the
          effective date, that it is the owner of or otherwise has the right to
          use and distribute the various software components of the VCI Systems.
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8.   Indemnity

     The parties shall defend, indemnify and save the other party harmless from
     and against injury, loss or damage to the other from any third party
     arising out of or resulting from the acts or omissions of each party in
     connection with their respective duties, representations and obligations
     contained in this Agreement up to an amount of U.S.$250,000.

9.   Miscellaneous

     9.1  Severability: Any term or provision of this Agreement which is found
          by a court, tribunal or arbitration panel to be invalid or
          unenforceable shall be ineffective to the extent of such invalidity or
          unenforceability without rendering invalid or unenforceable the
          remaining terms or provisions of this Agreement or affecting the
          validity or enforceability of any of the other terms or provisions of
          this Agreement. In the event that any term or provision of this
          Agreement is found to be unenforceable or ineffective, then the
          reviewing court, tribunal or arbitration panel may modify such term or
          provision to the extent necessary to render it enforceable and the
          parties agree to be bound by and perform this Agreement as modified.

     9.2  Entire Agreement: This Agreement contains the full and complete
          understanding between the parties and supersedes all prior
          understandings, whether written or oral, pertaining to the subject
          matter hereof. The parties expressly acknowledge that any
          representation, promise or inducement by any party to any other party
          that is not embodied in this Agreement is not part of this Agreement;
          and they agree that no party shall be bound or liable for any such
          alleged representation, promise, or inducement not set forth herein

     9.3  Assignment: Except as otherwise provided in this Agreement, the rights
          and obligations of the Vanco shall not be assignable without the prior
          written consent of VCI which consent shall not be unreasonably
          withheld, save and except for an assignment of this Agreement to a
          related company .

     9.4  Amendments and Waivers: This Agreement may not be amended, modified or
          altered except by written instrument signed by the parties hereto. In
          the event that any party seeks a waiver of any part or portion of this
          Agreement, such waiver must be by written instrument signed by the
          party waiving compliance. The failure of any party at any time to
          require performance of any provision in this Agreement shall in no
          manner affect its right at a later time to enforce the same. And, no
          waiver by either party of the breach of any term or covenant contained
          in this Agreement, whether by conduct or otherwise in any or more
          instances, shall be deemed to be, or construed as, a further or
          continuing waiver of any such breach or a waiver of the breach of any
          other term or covenant contained in this Agreement.

     9.5  Notices: Unless otherwise provided, any notice required or permitted
          hereunder shall be given in writing and shall be deemed effectively
          given (i) if by hand delivery, upon receipt thereof, (ii) if mailed,
          seven (7) days after deposit in the mail by postage prepaid, certified
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          mail return receipt requested; (iii) by facsimile transmission (with
          dispatch and receipt confirmed) and (iv) if by next day delivery
          service, upon such delivery; all addressed to the party to be notified
          at the address set forth in Preamble above or at such other address as
          such party may designate by written notice to the other party from
          time to time.

     9.6  No Joint Venture: Vanco is an independent contractor and is not an
          employee, agent, joint venturer or partner of VCI and shall not hold
          itself out as such to any person or entity. Vanco shall have no
          authority to act for, bind or execute agreements on behalf of VCI, or
          to represent that VCI is responsible for Vanco in any way. Vanco may
          not engage any person or entity to carry out any of its undertakings
          under this Agreement unless such engagement is agreed to by VCI, with
          the exception of subsidiaries of Vanco and/or entities controlled in
          the majority by Vanco.

     9.7  Headings: The headings herein are for reference only and shall not
          affect the construction of this Agreement.

     9.8  Successors & Assigns: The terms and conditions of this Agreement shall
          inure to the benefit of and be binding upon the respective successors
          and assigns of the parties.

     9.9  Counterparts & Execution: This Agreement may be executed in two or
          more counterparts, each of which shall be deemed an original, but all
          of which together shall constitute one and the same instrument.
          Execution of this Agreement shall be valid if served on the other
          party by facsimile and such other party confirms in writing receipt
          and acceptance of service.

     B.   9.10 Governing Law: This Agreement, its validity, construction and
          effect shall be governed by and construed under the laws of the State
          of New York without regard to its conflict of laws provisions.


IN WITNESS WHEREOF, the parties have caused this Agreement to be duly signed on
the date stated above.

VIRTUAL COMMUNITIES, INC.               VANCO CONSULTING LIMITED.


By: /s/ Avi Moskowitz                    By: s/ Alan Timpany
    -----------------                        ---------------
Title: President and C.E.O              Title: Managing Director
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                                    EXHIBIT A


At its sole cost and expense, Vanco shall be responsible to undertake certain
actions in accordance with its obligations under the Agreement. It is understood
by VCI that Vanco may outsource certain elements of the services to be provided
by it to VCI and in such instance, VCI shall have the right to approve the party
to whom such services are outsourced and agree to the technical terms of such
outsourcing to assure that such services comply with VCI's usual standard of
service. The following are the actions to be undertaken by Vanco:

1. coordinate development of the Introduced Party's online community project,
including, but not limited to creating specifications for and modeling a
proposed site, designing the same and training the Introduced Party's staff in
the operation of the same;

2. retain adequate staff of systems administrators, support engineers,
templater/designers and account managers who shall be responsible for providing
design and programming services, technical support and back-up services for
Introduced Parties. Such staff shall have the requisite knowledge or skill set
required to implement various modules, (by way of example, Intershop software
required to implement the CMS Ecommerce module). Within 60 days from the date
hereof, Vanco shall have retained at least one employee from each of the above
areas and shall continue to retain additional staff as required to support sales
to Introduced Parties;

3. assume responsibility for the maintenance of the content management
templates;

4. provide training to Introduced Parties' staff related to modules included in
CMS such as templating, use of the Cortext content management system and
Ecommerce systems. The parties shall jointly determine how to best provide
semi-annual consulting services/day long seminars to Introduced Parties who
acquire CMS or a VCI System;

5. acquire all components of the network structure required to host, operate and
back-up the Introduced Parties' online communities with the exception of
servers, which shall be provided by VCI. Such servers shall be accessible to VCI
at all times;

6. provide full back-up system and firewall security protection;

7. provide ongoing support and 24/7 emergency support line for CMS and other VCI
systems sold to Introduced Parties; and

8. provide 24/7 system administration for VCI hardware hosting the Introduced
Party's community.

VCI shall support Vanco's obligations above in the following manner:

1. acquire web server(s) which shall reside at either a U.K. server farm or at a
Vanco facility, at Vanco's option. The server machine(s) shall be capable of
hosting the various components comprising CMS, such as ecommerce, database and
streaming media modules;

2. provide training to Vanco staff as required to enable them to perform their
duties hereunder;

3. provide marketing consultations and promotional literature related to CMS and
other potential VCI Systems as required by Vanco to market the same; and

4. provide to Vanco technical support documentation and any additional
information reasonably required by Vanco to fulfill its programming, design and
technical support obligations under the terms of this Agreement.