Exhibit 10.42

                         MANAGEMENT AND OPTION AGREEMENT

         Management  and Option  Agreement  made as of the 24th day of November,
1998, by and among Retail  Entertainment  Group,  Inc., a New Jersey corporation
("REG") with an address at 945 Brighton  Street,  Union New Jersey 07083,  Candy
Candy  Acquisition  Corporation,  a New York corporation  ("Candy Corp") with an
address at c/o 945 Brighton  Street,  Union New Jersey 07083 and Hope Associates
LLC, a New Jersey Limited  Liability company ("Hope") with an address at c/o 945
Brighton Street, Union New Jersey 07083.

         Whereas,  REG owns and operates through a subsidiary a number of retail
candy  stores  and  would  like to  purchase  certain  assets  of  Jonford  Inc.
("Jonford")  relating to eight retail candy stores (the "Jonford  Stores"),  but
has not been able to raise the funds to do so and fears that  opportunity  to do
so will not remain unless such acquisition can be done quickly;

         Whereas,  Hope  is the  shareholder  of  over  60% of  the  issued  and
outstanding shares of REG, and is willing to arrange for the purchase of Jonford
through  Candy Corp,  a newly  formed  subsidiary  pursuant to an  Agreement  of
Acquisition  dated as of  November  24,  1998  between  Candy and  Jonford  (the
"Acquisition Agreement") and grant REG the Option to purchase Candy Corp, all as
provided below; and

         Whereas,  As a condition  of the  foregoing,  Hope wishes to receive an
option  to  purchase  shares  of REG and REG and Hope  wish REG to manage to the
Jonford Stores to be acquired by Candy pursuant to the Acquisition Agreement and
the store at Grand Central  Stations (the "GCS Store") which Candy has agreed to
manage pursuant to a Management  Agreement dated as of November 24, 1998 between
Candy and Jonford (the "GCS Management Agreement")

         Now Therefore,  in consideration of the foregoing premises, the parties
agree as follows:

                                   ARTICLE 1
                               JONFORD ACQUISITION

         1.1.  Hope has formed  Candy Corp and Hope  agrees to cause Candy Corp.
and Candy  Corp  agrees to enter into  Acquisition  Agreement.  Pursuant  to the
Acquisition Agreement,  Candy Corp agrees to make a down payment of $250,000 and
enter into a  promissory  note (the  "Jonford  Note").  In order to pay the down
payment for Candy Corp and provide necessary  working capital,  Hope are lending
Candy Corp $300,000 (the "Hope Loans")

                                    ARTICLE 2
                              MANAGEMENT OF STORES

         2.1 Services.  REG will provide the following  services with respect of
the Jonford Stores and the GCS Store



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(a)      Management of Jonford Store.  REG will be responsible to manage the day
         to day  operations  of the  Jonford  Stores,  merchandise  the  Jonford
         Stores,  cause to be hired and manage the staff of the Jonford  Stores,
         cause the Jonford  Stores to open for business as  required,  make sure
         that all bank deposits are  deposited  into the bank accounts set up by
         Candy Corp.,  daily,  provide  appropriate  records to Candy Corp,  and
         maintain a clean store,  all according to the  provisions of Schedule A
         hereto,  causing bills relating to the operations of the Jonford Stores
         to be paid from the "Candy Corp Accounts"  provided below; and securing
         for the Jonford Stores such insurance as REG shall deem appropriate and
         otherwise do such things as to  reasonably  maximize the profits of the
         Jonford Stores.

(b)      Reporting  to Candy Corp.  REG will  provide  Candy Corp.  with regular
         management  reports  regarding  sales,  cost of goods  sold  and  other
         expenses and inventory  level. REG will provide Candy Corp. with notice
         as to employees hired and fired and salary levels.

(c)      Employees Candy Corp. shall approve all salary levels, raises, staffing
         levels and hours and monthly  payroll  budgets that REG will provide to
         Candy Corp..  All employees hired to work at the Jonford Stores will be
         employees of Candy Corp..

(d)      Invoices and Expenses. All invoices and expenses related to the Jonford
         Stores  will be made in the name of Candy  Corp.  (or such  designee of
         Candy Corp. as Candy Corp. may provide in writing) and mailed  directly
         to Jonford by the supplier.  All such invoices  shall be invoiced under
         the Candy Corp.  name and packing  slips must be verified,  marked with
         received  dates,  and  forwarded to Candy Corp..  Candy Corp.  shall be
         responsible to pay all invoices for suppliers to the Jonford Stores.

(e)      Bank Account Candy Corp.  will set up one or more  depository  accounts
         (the Candy Corp.  Accounts) in its name for the daily cash  deposits of
         receipts to the  Jonford  Stores.  Candy Corp.  agents will be the sole
         signatories  to this  account  and REG  will  have no  access  to these
         accounts.  To the extent that  individuals  who are officers or REG are
         also appointed as agents of Candy Corp. for the purposes  including the
         acting as such  signatories,  it is  agreed  and  understood  that when
         authorizing  transactions to or from the Candy Corp. Accounts that they
         will be acting as agents of and for the benefits of Candy Corp. and not
         REG. REG will cause all cash at the GCS Store (less  amounts  needed to
         start  operations  the next day) to be  deposited  into  Candy  Corp.'s
         account  daily and credit card  receipts from the Jonford Store will be
         automatically   deposited   into  the   Candy   Corp.   Accounts.   All
         correspondence,  including  monthly  bank  statement  will be  directly
         mailed to Candy Corp.,  which will promptly cause a copy to be made and
         sent to REG of all such  statements  relating  to  activity  at the GCS
         Store  during  the term of this  Agreement.



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(f)      GCS Store.  REG shall  manage the GCS Store  pursuant  to the terms and
         conditions of the Management  Agreement  between Candy Corp and Jonford
         dated November 24. 1998.

         2.2. Management Fee. As compensation to REG for its services under this
Agreement,  Candy  Corp shall pay REG the  following  amounts  (the  "Management
Fee"):

            (a)   Percentage of Sales Six percent (6%) of "Gross Sales" from the
                  Jonford Stores as defined below;  and

            (b)   Percentage  of Excess  Margin fifty  percent  (50%) of "Excess
                  Margin" of the Jonford Stores as defined below; and

            (c)   Percentage of GCS  Management  Fee. 100% of the Management Fee
                  payable under the GCS Management Agreement; and

            (d)   Out-of-Pocket  Expense. All out-of-pocket  expenses related to
                  Candy Corp. including legal, accounting and travel.

         2.3 Certain Definitions and Calculations As used herein:

            (a)   "Gross Sales" shall mean all sales at the Jonford  Stores less
                  returns, cash shortages and discounts if any;

            (b)   "Excess  Margin" shall mean the amount by which "Cost of Goods
                  Sold" for any period on an  annualized  basis is less than 38%
                  of Gross Sales.

            (c)   "Cost of Goods Sold"  Shall mean  amounts  paid for  inventory
                  sold  in  conformity   with  Generally   Accepted   Accounting
                  Principals on a "First in-First Out" basis;

            (d)   Calculation  of Gross  Sales  and Excess  Margin" Gross  Sales
                  and Excess  Margin  will be  calculated  at the end of periods
                  (which will be three  months long except for the period  ended
                  February  28, 1999 which may be longer or shorter)  ending the
                  last day of February,  May, August, and November, with respect
                  to the just ended period,  except that for the period ended on
                  the last day of  November,  there shall be an  adjustment,  if
                  necessary,  to ensure that the calculation is accurate for the
                  preceding 12 month period.

         2.3 Payment of Management  Fee. The payment of amount due under 2.2(a),
(b) and (c) shall occur and be due with  respect to a three month period as soon
after the completion of such period as REG is able to calculate such amounts.

         2.4 Distributions  from Management  Account.  Upon the request of Candy
Corp, or without such request, from time to time at REG's discretion,  REG shall
distribute  to Candy  Corp,  all  amounts in the  Management  Account as are not
needed as a reserve  against  reasonably  anticipated  expenses  of the  Jonford
Stores.


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      2.5.  Audits.  Candy  Corp  shall be  entitled  to  review or audit at its
expense all records reasonably  relating to the management of the Jonford Stores
and the GCS Store

                                    ARTICLE 3
                                  OPTION TO REG

         REG shall have the right and option (the "Option") from the date hereof
until November 30, 2001 to purchase all the  outstanding  stock (the "Stock") of
Candy  Corp.  The  exercise  price  for the  Option  shall  be  equal to (i) the
outstanding   balance  of  the  Hope  Loans  and  (ii)  any  additional  capital
contributions  or loans made by Hope to Candy Corp.  The Option may be exercised
by 30 days written  notice by REG to Candy Corp.  At the closing of the exercise
of the Option Candy Corp shall deliver a certificate for the Stock duly endorsed
for  transfer,  and REG shall  deliver a bank check for the cash  portion of the
purchase price and an assumption agreement,  reasonably satisfactory in form and
substance to Candy Corp, of the remaining  payments of Candy Corp under its Note
to Jonford.

                                    ARTICLE 4
                                 OPTION TO HOPE

         In  consideration  of all of the  foregoing,  REG hereby grants Hope an
option to purchase 500,000 shares of REG common stock for $1.25 per share.  Such
option may be  transferred  by Hope to its  members or other  parties and may be
exercisable until November 30, 2002.

                                   SECTION 6.
                                 MISCELLANEOUS.

         6.1 Entire Agreement.  This Agreement, the Exhibits, and the Schedules,
contain  all of the  terms  and  conditions  agreed  upon  by the  parties  with
reference to the subject  matter and supersede any and all previous  agreements,
representations,  and  communications  between the parties,  whether  written or
oral. This Agreement,  including its Exhibits and Schedules, may not be modified
or changed except by written  instrument signed by all of the parties,  or their
respective successors or assigns.

         6.2  Assignment.  This Agreement shall not be assigned or assignable by
any party,  except as provided above without the express  written consent of the
other party.  This  Agreement  shall inure to the benefit of and be binding upon
the parties and their respective successors and assigns.

         6.3 Captions. All section,  schedule, and exhibit headings are inserted
for the  convenience  of the parties and shall not be used in any way to modify,
limit, construe, or otherwise affect this Agreement.

         6.4 Counterparts;  Facsimile Signatures. This Agreement may be executed
in several  counterparts,  each of which shall be deemed to be an  original  and
which together



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shall constitute one and the same instrument.  Facsimile  signatures shall be of
the same legal effect as if signed originally.

         6.5 Waiver.  Each of the parties  may, by written  notice to the other,
(i)  extend  the time for the  performance  of any of the  obligations  or other
actions of the other party;  (ii) waive any inaccuracies in the  representations
or warranties of the other party  contained in this Agreement or in any document
delivered  pursuant to this  Agreement;  (iii) waive  compliance  with any other
covenants of the other party contained in this Agreement; or (v) waive, in whole
or in part,  performance of any of the obligations of the other party. No action
taken  pursuant  to  this  Agreement,   including,   but  not  limited  to,  the
consummation of the Closing or any knowledge of or investigation by or on behalf
of any party,  shall be deemed to  constitute  a waiver by the party taking such
action,   possessing  such  knowledge,   or  performing  such  investigation  or
compliance  with the  representations,  warranties,  covenants,  and  agreements
contained  herein.  The waiver by any party of a breach of any provision of this
Agreement  shall not operate or be  construed as a waiver of any  subsequent  or
similar breach.

         6.6 Controlling  Law. This Agreement has been entered into the State of
New York and shall be governed by and construed and enforced in accordance  with
the laws of New Jersey.

         6.7  Gender.  Whenever  in this  Agreement  the  context  so  requires,
references  to the  masculine  shall be deemed to include the  feminine  and the
neuter,  references  to the neuter shall be deemed to include the  masculine and
the  feminine,  and  references  to the plural  shall be deemed to  include  the
singular and the singular to include the plural.

         6.8 Further  Assurances.  Each of the parties shall use all  reasonable
efforts to bring about the  transactions  contemplated by this Agreement as soon
as  practicable,  including  the  execution  and  delivery  of all  instruments,
assignments, and assurances, and shall take or cause to be taken such reasonable
further or other actions necessary or desirable in order to carry out the intent
and purposes of this Agreement.

         6.9  Attorneys'  Fees.  In the event a lawsuit is brought to enforce or
interpret any part of this  Agreement or the rights or  obligations of any party
to this  Agreement,  the  prevailing  party shall be  entitled  to recover  such
party's costs of suit and reasonable attorney's fees, through all appeals.

         6.10   References  to   Agreement.   The  words   "hereof,"   "herein,"
"hereunder," and other similar compounds of the word "here" shall mean and refer
to the entire Agreement and not to any particular section,  article,  provision,
annex, exhibit, schedule, or paragraph unless so required by the context.

         6.11 Notices. Any notice, request, demand, or communication required or
permitted to be given to any provision of this Agreement shall be deemed to have
been  delivered,  given,  and  received  for all  purposes if written and (i) if
delivered  personally,  by facsimile,  or by courier or delivery service, at the
time of such  delivery or (ii) if



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directed by  registered  or certified  United  States mail,  postage and charges
prepaid,  addressed to the intended  recipient,  at the address specified below,
two business days after such delivery to the United States Postal Service.

         If to REG: to the address provided above with a copy t

                                    :       Paul A Share, Esq.
                                            317 Madison Ave.-Suite 1421
                                            New York, NY 10017

         If to Hope or Candy Corp to the address provided above with a copy to:

                                            Michael Michaelson

                                            ----------------
                                            ________New Jersey

Any party may change the  address  to which  notices  are to be mailed by giving
notice as provided herein to all other parties.

          6.12 Venue. Any litigation  arising hereunder shall be instituted only
in New York County New York,  the place where this  Agreement was executed.  All
parties  agree that venue  shall be proper in that  county for all such legal or
equitable proceedings.

         6.13 Severability.  Each section, subsection and lesser section of this
Agreement  constitutes  a separate and distinct  undertaking,  covenant,  and/or
provision.  In the event that any provision of this  Agreement  shall finally be
determined  to be unlawful,  such  provision  shall be deemed  severed from this
Agreement,  but every other  provision  of this  Agreement  shall remain in full
force and effect.

         6.14  Rights  in  Third  Parties.   Except  as  otherwise  specifically
provided,  nothing expressed or implied in this Agreement is intended,  or shall
be construed,  to confer upon or give any person,  form, or  corporation,  other
than the parties and their respective  stockholders or shareholders,  any rights
or remedies under or be reason of this Agreement.

         6.15 Expenses. Each party shall pay its own expenses in connection with
the  negotiation  and  consummation  of the  transactions  contemplated  by this
Agreement.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written above.

                                      Candy Candy Acquisition Corporation

___________________________           By: __________________________
Witness                                      Michael Michaelson, President

                                      Retail Entertainment Group, Inc.


                                      -6-
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___________________________           By:   /s/ Jack Fitzgerald             .
                                          -----------------------------------
Witness                                      Jack Fitzgerald, President

                                      Hope Associates, LLC

___________________________           By:    /s/ Michael Michaelson   .
                                         ------------------------------
Witness                                      Michael Michaelson


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