Exhibit 10.40

         THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
         HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
         (THE "ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
         WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF.  THESE
         SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED.

No. WA-_____                    Warrant to Purchase _______ Shares of Common
                                Stock (subject to  adjustment)



           WARRANT TO PURCHASE COMMON STOCK, PAR VALUE $0.10 PER SHARE

                                       of

                        Retail Entertainment Group, Inc.
                             Void after May 3, 2003

         This certifies that, for value received,  _________(the  "Holder"),  is
entitled,  subject  to the  terms set  forth  below,  to  purchase  from  Retail
Entertainment,  Inc., a New Jersey  corporation  (the  "Company"),  ____________
shares of the common stock,  $0.01 par value per share ("Common Stock"),  of the
Company,  as  constituted  on the date hereof (the "Warrant  Issue Date"),  upon
surrender hereof, at the principal office of the Company referred to below, with
the  Notice of  Exercise  form  attached  hereto as Annex I duly  executed,  and
simultaneous  payment therefor in lawful money of the United States or otherwise
as  hereinafter  provided,  at the  "Exercise  Price" as set forth in  Section 2
below.  The  number,  character  of such  shares of Common  Stock are subject to
adjustment as provided  below.  The term  "Warrant" as used herein shall include
this Warrant and any warrants delivered in substitution, replacement or exchange
therefor as provided herein.

         This Warrant is issued in connection  with the assumption by the Holder
of a portion of the  $2,000,000 of the Company's  debt to the BSB Bank and Trust
Co. The Company is issuing this  warrants to issue a total of 500,000  shares to
the parties who have assumed such $2,000,000.

1. Term of Warrant.  Subject to the terms and conditions set forth herein,  this
Warrant shall be exercisable, in whole or in part, during the term commencing on
the date hereof and ending at 5:00 p.m.,  Eastern Standard Time, on May 3, 2003,
and shall be void thereafter.

2.  Exercise  Price.  The Exercise  Price at which this Warrant may be exercised
shall be at a price per share of Common Stock equal to $1.25.

3.  Exercise of Warrant.


                                      -1-


<PAGE>


         (a) The purchase rights  represented by this Warrant are exercisable by
the  Holder in whole or in part at any time,  or from time to time,  during  the
term hereof as  described in Section 1 above,  by the  surrender of this Warrant
and the  Notice  of  Exercise  attached  as Annex I hereto  duly  completed  and
executed on behalf of the  Holder,  at the  principal  office of the Company (or
such  other  office or agency of the  Company as it may  designate  by notice in
writing to the Holder at the address of the Holder appearing on the books of the
Company),  upon payment (i) in cash payable to the Company,  (ii) by  compliance
with the  provisions of ss.3(c) below or (iv) by some  combination  of (i), (ii)
and (iii),  in each case, of the exercise price of the shares of Common Stock to
be purchased.

         (b) This  Warrant  shall be deemed to have been  exercised  immediately
prior to the close of  business  on the date of its  surrender  for  exercise as
provided  above,  and the person  entitled to receive the shares of Common Stock
issuable upon such  exercise  shall be treated for all purposes as the holder of
record of such shares as of the close of  business on such date.  As promptly as
practicable  on or  after  such  date and in any  event  within  ten  (10)  days
thereafter,  the Company, at its expense,  shall issue and deliver to the person
or persons  entitled to receive the same, a certificate or certificates  for the
number of shares issuable upon such exercise.  In the event that this Warrant is
exercised in part, the Company, at its expense,  shall execute and deliver a new
Warrant  of like  tenor  exercisable  for the  number of shares  for which  this
Warrant may then be exercised.

         (c) the Warrant  Holder may elect to exercise  this Warrant in whole or
in part by receiving the number of shares of Common Stock equal to the value (as
determined  below) of this Warrant,  or any part hereof,  upon  surrender of the
warrant at the  principal  office of the  Company  together  with notice of such
election in which event the Company shall issue to the Holder a number of shares
of Common Stock computed using the following formula:

                           X          =       Y(A-B)
                                                A

Where:

                           X          =       the number of  shares of Common
                                              Stock to be issued to the Holder

                           Y          =       the number of shares of Common
                                              Stock to be exercised under
                                              this Warrant

                           A          =       the "current fair market value"
                                              of one share of Common Stock
                                              calculated as provided in ss.3(d)
                                              below

                           B          =       the Exercise Price as provided
                                              in ss.2 above.

         (d) Current Fair Market  Value  Defined.  As used herein,  current fair
market value of Common  Stock as of a specified  date shall mean with respect to
each share of Common  Stock the average of the closing  prices of the  Company's
Common Stock sold on all  securities  exchanges on which the Common Stock may at
the time be listed for the ten trading dates  consisting  of the specified  date
and the nine previous  business  dates.  If there have been no sales on any such
exchange on any such day, there shall instead be used the average of the highest
bid and lowest asked prices on all such exchanges at the end of such day, or, if
on such day


                                      -2-
<PAGE>


the Common  Stock is not so listed,  the average of the  representative  bid and
asked prices  quoted in the NASDAQ  System as of 4:00 p.m.,  New York City time,
or, if on such day the  Common  Stock is not quoted in the  NASDAQ  System,  the
average  of the  representative  bid and lowest  asked  price on such day in the
domestic  over-the-counter  market as reported by the National Quotation Bureau,
Incorporated,  or any similar successor organization, in each such case averaged
over a period  of 10 days  consisting  of the day as of which the  current  fair
market value of Common Stock is being determined and the 9 consecutive  Business
Days prior to such day. If on the date for which current fair market value is to
be  determined  the Common  Stock is not listed on any  securities  exchange  or
quoted in the NASDAQ  System or the  over-the-counter  market,  the current fair
market  value of Common  Stock  shall be the  highest  price per share which the
Company  could  then  obtain  from a willing  buyer (not a current  employee  or
director)  for shares of Common Stock sold by the Company,  from  authorized  by
unissued  shares,  as  determined in good faith by the Board of Directors of the
Company,  unless prior to such date the Company has become  subject to a merger,
acquisition  or other  consolidation  pursuant  to which the  Company is not the
surviving party, in which case the current fair market value of the Common Stock
shall be deemed to be the value received by the holders of the Company's  Common
Stock for each share thereof pursuant to the Company's acquisition.

4. No Fractional  Shares of Scrip.  No fractional  shares or scrip  representing
fractional shares shall be issued upon the exercise of this Warrant.  In lieu of
any  fractional  share to which the Holder  would  otherwise  be  entitled,  the
Company shall make a cash payment equal to the Exercise Price multiplied by such
fraction.

5. Replacement of Warrant. On receipt of evidence reasonable satisfactory to the
Company of the loss,  theft,  destruction  or mutilation of this Warrant and, in
the case of loss,  theft or destruction,  on delivery of an indemnity  agreement
reasonable  satisfactory in form and substance to the Company or, in the case of
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense  shall execute and deliver,  in lieu of this  Warrant,  a new warrant of
like tenor and amount.

6. Rights of  Stockholders.  Subject to Sections 9 and 11 of this  Warrant,  the
Holder  shall not be  entitled  to vote or  receive  dividends  or be deemed the
holder of Common  Stock or any other  securities  of the Company that may at any
time be issuable on the  exercise  hereof for any  purpose,  nor shall  anything
contained  herein be  construed to confer upon the Holder,  as such,  any of the
rights of a stockholder  of the Company or any right to vote for the election of
directors or upon any matter  submitted to stockholders at any meeting  thereof,
or to give or  withhold  consent  to any  corporate  action  (whether  upon  any
recapitalization,  issuance of stock,  reclassification  of stock, change of par
value, or change of stock to not par value,  consolidation,  merger, conveyance,
or  otherwise)  or to receive  notice of  meetings,  or to receive  dividends or
subscription rights or otherwise until this Warrant shall have been exercised as
provided herein.

7. Registration of Warrant; Securities Law Matters.

         (a)  Warrant  Register.  The  Company  shall  maintain a register  (the
"Warrant Register")  containing the address of the Holder. The Holder may change
its  address as shown on the Warrant  Resister by written  notice to the Company
requesting  such  change.  Any  notice  or  written  communication  required  or
permitted  to be given to the  Holder  may be  delivered  or


                                      -3-
<PAGE>


given mail to such Holder as shown on the Warrant Register as the absolute owner
of this Warrant for all purposes, notwithstanding any notice to the contrary.

         (b) Compliance with Securities Law. (i) The Holder of this Warrant,  be
acceptance  hereof,  acknowledges that this Warrant is being acquired solely for
the  Holder's  own  account and not as a nominee  for any other  party,  and for
investment,  and that the Holder shall not offer,  sell or otherwise  dispose of
this Warrant,  except under circumstances that will not result in a violation of
the Act or any state  securities  laws. Upon exercise of this Warrant the Holder
shall,  if reasonably  requested by the Company,  confirm in writing,  in a form
satisfactory  to the Company,  that the shares of Common Stock so purchased  are
being acquired  solely for the Holder's own account and not as a nominee for any
other party, for investment, and not with a view toward distribution or resale.

            (ii) All shares of Common Stock issued upon exercise hereof shall be
stamped or  imprinted  with a legend in  substantially  the  following  form (in
addition to any legend required by state securities laws):

         THE SHARES OF COMMON STOCK REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  OR UNDER THE
         SECURITIES  LAWS OF ANY  STATE OR OTHER  JURISDICTION.  THE  SHARES  OF
         COMMON STOCK REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD,  TRANSFERRED,
         EXCHANGED OR OTHERWISE  DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE ACT,
         AND THE RULES AND  REGUALTIONS  PROMULGATED  THEREUNDER,  AND ANY OTHER
         APPLICABLE LAW, RULES AND REGULATIONS,  INCLUDING,  WITHOUT LIMITATION,
         APPLICABLE STATE SECURITIES LAWS, RULES AND REGULATIONS.

8. Reservation of Stock.

         The  Company  covenants  that  during  the term  that this  Warrant  is
exercisable,  the Company shall reserve from its authorized and unissued  Common
Stock a sufficient  number of shares to provide for the issuance of Common Stock
upon the exercise of all or any portion of this Warrant and,  from time to time,
shall take all steps  necessary to amend its  Certificate of  Incorporation,  as
amended (the  "Certificate") to provide sufficient  reserves of shares of Common
Stock issuable upon exercise of the Warrant.  The Company further covenants that
all shares  which may be issued upon the exercise of the rights  represented  by
this Warrant and payment of the Exercise Price, all as set forth herein, will be
free from all taxes,  liens and  charges I respect to the issue  thereof  (other
than taxes in respect of any transfer occurring  contemporaneously  or otherwise
specified  herein).  The Company  agrees that its issuance of this Warrant shall
constitute  full  authority  to its  officers  who are charged  with the duty of
executing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the exercise of this Warrant.

9. Certificates of Adjustment; Notices


                                      -4-
<PAGE>


         (a) Whenever number of shares  purchasable  hereunder shall be adjusted
or  readjusted  pursuant  to  Section  11  hereof,  the  Company  shall  issue a
certificate  signed by its Chief Financial  Officer setting forth, in reasonable
detail,  the event requiring the adjustment or  readjustment,  the amount of the
adjustment or  readjustment,  the method by which such adjustment was calculated
and the Minimum Exercise Price and number of shares purchasable  hereunder after
giving effect to such  adjustment the amount,  if any, of other property that at
the time would be received upon exercise of the Warrant, all after giving effect
to such adjustment or  readjustment.  A copy of such certificate to be mailed to
the Holder of this Warrant in accordance with Section 13 hereof.

         (b) In the event:

                  (i) that the Company shall take a record of the holders of its
Common  Stock (or other  stock or  securities  at the time  receivable  upon the
exercise  of this  Warrant)  for the  purpose of  entitling  them to receive any
dividend or other  distribution,  or any right to subscribe  for or purchase any
shares of stock of any class or any other  securities,  or to receive  any other
right; or

                  (ii)  of  any  capital  reorganization  of  the  Company,  any
reclassification  of the capital  stock of the  Company,  any  consolidation  or
merger of the Company with or into another corporation, or any conveyance of all
of substantially all of the assets of the Company to another corporation, or

                  (iii) of any voluntary dissolution,  liquidation or winding-up
of the Company,

then, and in each such case, the Company shall mail or cause to be mailed to the
Holder a notice  specifying,  as the case may be, (A) the date on which a record
is to be taken for the purposes of such  dividend,  distribution  or right,  and
stating the amount and character of such  dividends,  distribution  or right, or
(b) the  date on which  such  reorganization,  reclassification,  consolidation,
merger, conveyance, dissolution, liquidation or winding-up is to take place, and
the time,  if any is to be fixed,  as of which the  holders  of record of Common
Stock (or such stock or securities at the time  receivable  upon the exercise of
this  Warrant)  shall be entitled to exchange  their  shares of Common Stock (or
such other stock or securities)  for  securities or other  property  deliverable
upon such reorganization,  reclassification,  consolidation, merger, conveyance,
dissolution,  liquidation or winding-up. Such notice shall be mailed at least 20
days  prior to the  date  therein  specified  for the  occurrence  of any of the
foregoing events.

                  (c) All  such  notices,  advice  and  communications  shall be
deemed to have been given in the manner set forth in Section 13 hereof.

10. Amendments

         This Warrant or any term of provision hereof may not be amended without
the written consent of the Company and the Holder.

11. Adjustments. The Minimum Exercise Price and the number of shares purchasable
hereunder are subject to adjustment from time to time as follows:


                                      -5-
<PAGE>


         11.1 Merger,  Sale of Assets, etc. If at any time while this Warrant or
any  portion  hereof  is  outstanding  and  unexpired,  there  shall  be  (i)  a
reorganization  (other  than  a  combination,   reclassification,   exchange  or
subdivision  of  shares  otherwise  provided  for  herein),  (ii)  a  merger  or
consolidation  of the  Company  with or into  another  corporation  in which the
Company is not the  surviving  entity  and by which the shares of the  Company's
capital  stock  outstanding  immediately  prior to the merger are  converted  by
virtue of the merger  into other  property,  whether in the form of  securities,
cash, or otherwise,  or (iii) a sale or transfer of the Company's properties and
assets as, or substantially as, an entirety to any other person, then, as a part
of  such  reorganization,   merger,  consolidation,  sale  or  transfer,  lawful
provision  shall be made so that the holder of this Warrant shall  thereafter be
entitled to receive upon exercise of this Warrant,  during the period  specified
herein and upon  payment  of the  Exercise  Price then in effect,  the number of
shares of stock or other  securities  or property of the  successor  corporation
resulting  from such  reorganization,  merger,  consolidation,  sale or transfer
which a holder of the shares  deliverable  upon  exercise of this Warrant  would
have been  entitled to receive in such  reorganization,  consolidation,  merger,
sale or transfer  if this  Warrant had been  exercised  immediately  before such
reorganization,  consolidation, merger, sale or transfer, all subject to further
adjustment  as provided in this  Section 11. The  foregoing  provisions  of this
Section   11.1   shall   similarly   apply   to   successive    reorganizations,
consolidations,  mergers,  sales and transfers and to the stock or securities of
any other  corporation that are at the time receivable upon the exercise of this
Warrant.  If the  per-share  consideration  payable  to the Holder for shares in
connection with any such  transaction is in a form other than cash or marketable
securities,  then the value of such  consolidation  shall be  determined in good
faith by the Company's Board of Directors. In all events, appropriate adjustment
(as determined in good faith by the Company's Board of Directors)  shall be made
in the  application of the provisions of this Warrant with respect to the rights
and interest of this Warrant  shall be applicable  after that event,  as near as
reasonably may be, in relation to any shares or other property deliverable after
that event upon exercise of this Warrant.

         11.2.  Reclassification,  etc. If the  Company,  at any time while this
Warrant  or  any  portion  hereof   remains   outstanding   and  unexpired,   by
reclassification of securities or otherwise,  shall change any of the securities
as to  which  purchase  rights  under  this  Warrant  exist  into  the same or a
different number of securities of any other class or classes, this Warrant shall
thereafter  represent the right to acquire such number and kind of securities as
would  have been  issuable  as the  result of such  change  with  respect to the
securities  that  were  subject  to  the  purchase  rights  under  this  Warrant
immediately  prior to such  reclassification  or other  change  and the  Minimum
Exercise Price therefor shall be appropriately  adjusted, all subject to further
adjustment as provided in this Section 11.

         11.3.  Split,  Subdivision or Combination of Shares.  If the Company at
any time while this  Warrant  or any  portion  hereof  remains  outstanding  and
unexpired, shall split, subdivide or combine the securities as to which purchase
rights under this Warrant  exist,  into a different  number of securities of the
same class,  the Minimum Exercise Price shall be  proportionately  decreased and
the number of shares of such  securities for which this Warrant may be exercised
shall be proportionately  increased,  in the case of a split or subdivision,  or
the  Minimum  Exercise  Price  for  such  securities  shall  be  proportionately
increased and the number of shares of such



                                      -6-
<PAGE>

securities  for which this  Warrant may be  exercised  shall be  proportionately
decreased, in the case of a combination.

         11.4.  Adjustments  for  Dividends  in  Stock or  Other  Securities  or
Property.  If at any time  while  this  Warrant or any  portion  hereof  remains
outstanding and unexpired,  the holders of the Common Stock or other  securities
as to which  purchase  rights  under this  Warrant  exist at the time shall have
become entitled to receive,  without payment therefor, other or additional stock
or other  securities  or  property  (other  than cash) of the  Company by way of
dividend  or other  distribution,  then and in each  case,  this  Warrant  shall
represent  the right to  acquire,  in  addition  to the  number of shares of the
security  receivable  upon exercise of this Warrant,  and without payment of any
additional  consideration therefor, the amount of such other additional stock or
other  securities  or property  (other than cash) of the Company that the Holder
would hold on the date of such  exercise had it been the holder of record of the
security  receivable  upon  exercise of this  Warrant on the date hereof and had
thereafter,  during the period from the date hereof to and including the date of
such exercise,  retained such shares and/or all other additional stock available
by it as aforesaid during such period,  giving effect to all adjustments  called
for during such period by the provisions of this Section 11.

         11.5.  No  Impairment.  The  company  shall not,  by  amendment  of its
Certificate of Incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company, but shall at all
times in good faith  assist in the carrying  out of all the  provisions  of this
Section  11  and  in the  taking  of all  such  action  as may be  necessary  or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment.

12. Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the State of New Jersey.

13.  Notices,  etc. All notices and other  communications  required or permitted
hereunder  shall be in writing and shall be mailed by  registered  or  certified
mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed
(i) if to the Holder at  _____________________,  or at such other address as the
Holder  shall  have  furnished  to the  Company  in  writing,  or (ii) if to the
Company, to 22 Meridian Road, Eatontown,  New Jersey 07724Attention:  President.
Such notices or communications shall be deemed given if personally delivered, on
the date of delivery by hand or by messenger, or three (3) days after mailing if
send by mail as set forth herein.

14. Delays or Omissions.  No delay or omission to exercise any right,  power, or
remedy accruing to the Holder upon any breach or default therefore or thereafter
occurring.  Any waiver, permit, consent, or approval of any kind or character on
the part of the  Holder of any  breach or default  under  this  Warrant,  or any
waiver on the part of any party of any provisions or conditions of this Warrant,
must be in writing and shall be effective  only to the extent  specifically  set
forth in such  writing.  All  remedies,  either  under this Warrant or by law or
otherwise afforded to the Holder shall be cumulative and not alternative.


                                      -7-
<PAGE>


15. Severablility.  If any provision of this Warrant is held to be unenforceable
under  applicable  law,  then  such  provision  shall be  excluded  and shall be
enforceable in accordance with its terms. A court of competent jurisdiction,  in
its  discretion,  may  substitute  for the  excluded  provision  an  enforceable
provision  which in economic  substance  reasonably  approximates  the  excluded
provision.

16.  Pronouns.  All pronouns and any variations  thereof refer to the masculine,
feminine,  or neuter,  singular,  or plural,  as the  identity  of the person or
persons may require.

         Executed effective on this ________ day of ___________1998

Retail Entertainment Group, Inc.

By:______________________

Name:____________________

Title: ____________________


                                      -8-

<PAGE>



                                     ANNEX 1
                               NOTICE OF EXERCISE

To:  RETAIL ENTERTAINMENT GROUP, INC.

         (1) The undersigned  hereby irrevocably elects to purchase _____ shares
of Common Stock of RETAIL  ENTERTAINMENT  GROUP, INC., a New Jersey corporation,
pursuant to the terms of the attached  Warrant,  and tenders herewith payment of
the purchase price for such shares in full, unless the Holder elects to exercise
such  Warrant in  accordance  with Section 3(c) thereof in lieu of making a cash
payment therefor.

         (2) In exercising  this Warrant,  the  undersigned  hereby confirms and
acknowledges  that the shares of Common  Stock to be issued  are being  acquired
solely for the  account of the  undersigned  and not as a nominee  for any other
party,  and for investment,  and that the undersigned  shall not offer,  sell or
otherwise dispose of any such shares of Common Stock except under  circumstances
that will not result in a violation of the  Securities  Act of 1933, as amended,
or any state securities laws.

         (3). The undersigned  Holder elects to pay the aggregate exercise price
for such  Shares (the  "Exercise  Shares") in the  following  manner  (check and
complete if applicable):

<TABLE>
<CAPTION>
                                                       Method                                        Check if
                                                                                                     Applicable

<S>                                                                                                  <C>
         (a)      by  lawful  money   of  the  United  States  or  the  enclosed
                  certified  check  or  postal or express money order payable in
                  United  States  dollars  to  the  order  of the company in the
                  amount of $________;

                                                                                                     ---------------

         (b)      by wire  transfer of United States funds to the account of the
                  Company in the amount of  $_______,  which  transfer  has been
                  made  before  or  simultaneously  with  the  delivery  of this
                  Exercise Form pursuant to the instructions of the Company

                                                                                                     ---------------


         (c)      receive  Warrant  Shares  equal to the  value  of the  warrant
                  calculated in  accordance  with Section 3(c) of the Warrant of
                  the Company. or

                                                                                                     ---------------

         (e)      the combination of the foregoing indicated above                                   ---------------

         (4). Please issue a stock certificate or certificates  representing the
appropriate  number of Warrant Shares in the name of the  undersigned or in such
other names as is specified below:

</TABLE>

Name:             ___________________________________
Address: ____________________________________________

                  -----------------------------------
Tax Identification No.:______________________________

HOLDER:  ____________________________________________


                                      -9-
<PAGE>

By:               ___________________________________
Its:              ___________________________________
Date:             ___________________________________

Note:  The  signature of the Warrant  Holder must conform in all respects to the
name of the Warrant  Holder as  specified  on the face of the  Warrant,  without
alteration, enlargement or any change whatsoever.



                                      -10-