EXHIBIT 10.42





                      LAS VEGAS ENTERTAINMENT NETWORK, INC.

                       NONQUALIFIED STOCK OPTION AGREEMENT

                                      WITH

                                JOSEPH A. CORAZZI

This Nonqualified  Stock Option Agreement (the  "Agreement") is made and entered
     into as of  October  1,  1997  (the  "Date of  Grant"),  between  Las Vegas
     Entertainment  Network,  Inc., a Delaware corporation (the "Company"),  and
     Joseph A. Corazzi (the "Optionee"), with reference to the following facts.

                  A.       Optionee is an employee and director of the Company.

                  B. Prior to March 1, 1995,  Optionee  was  granted  options to
purchase (i) 130,000  shares of the Company's  common stock (the "130,000  Share
Option") and (ii) 1,500,000 shares of the Company's common stock (the "1,500,000
Share Option").

                  C. On or about March 1, 1995 the Compensation Committee of the
Company's Board of Directors (the "Committee") approved the grant to Optionee of
an option to purchase  4,000,000 of the  authorized  but unissued  shares of the
Company's  common  stock at an  exercise  price of $1.00  per share  (the  "1995
Option"). In connection with such grant, the 1,500,000 Share Option was canceled
and Optionee's  right to acquire shares of the Company's common stock thereunder
was terminated.

                  D. On or about March 1, 1995,  Optionee  was granted an option
to purchase  4,000,000 of the authorized but unissued  shares of common stock of
CountryLand  Properties,  Inc.  ("CountryLand"),  a  Nevada  corporation  and  a
wholly-owned  subsidiary of the Company for an exercise price of $1.00 per share
(the "CountryLand Option"),  which option was contingent upon the nonexercise of
the 1995 Option.

                  E. In connection  with the  liquidation  of  CountryLand,  the
CountryLand Option was terminated and Optionee was granted an option to purchase
4,000,000  shares of the  authorized  but  unissued  shares  of common  stock of
Casino-Co.,  Inc.  ("Casino-Co."),  a  Nevada  corporation  and  a  wholly-owned
subsidiary  of the  Company,  at an  exercise  price of  $1.00  per  share  (the
"Casino-Co.  Option"),  which option is contingent  upon the  nonexercise of the
1995 Option.

                  F. The  exercise  of the  CountryLand  Option  and  Casino-Co.
Option were  contingent,  respectively,  on CountryLand  and Casino-Co.  issuing
additional  shares of stock to the  Company  such that,  immediately  after each
issuance,  the  total  outstanding  shares of common  stock of  CountryLand  and
Casino-Co.,  as the case may be, equaled the total outstanding  shares of common
stock of the  Company on March 1, 1995 (the  effective  date of the grant of the
CountryLand Option).

G.   Casino-Co.  and CountryLand  did not issue any additional  shares of common
     stock and, accordingly, Optionee was not (and currently is not) entitled to
     exercise the CountryLand Option or the Casino-Co. Option.

                  H.  The  Company  has  determined  that  it  would  be to  the
advantage and interest of the Company and its  shareholders  to grant the option
provided for herein to Optionee as an inducement to remain in the service of the
Company and as an incentive for increased efforts during such service.

                                       er.
                                      -er-

<PAGE>



I.   In consideration for the grant of the option, Optionee and the Company, for
     itself and on behalf of CountryLand and  Casino-Co.,  have agreed to cancel
     the Casino-Co. Option.

J.   Concurrently  with the  execution of this  Agreement,  Optionee is entering
     into an employment agreement with the Company (the "Employment Agreement").

                  In consideration  of the foregoing  recitals and the covenants
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

                  1. Grant of Option; Certain Terms and Conditions.  The Company
hereby grants to Optionee, and Optionee hereby accepts, as of the Date of Grant,
subject  to all of the terms and  conditions  set  forth in this  Agreement,  an
option (the  "Option")  to purchase all or any part of an aggregate of 4,000,000
shares of the presently  authorized but unissued shares of the Company's  common
stock,  subject  to  adjustment  as set forth in Section 3 hereof  (the  "Option
Shares"),  at an exercise  price of One Dollar  ($1.00) per share (the "Exercise
Price"),  which option shall expire at 5:00 p.m., Los Angeles time, on September
30, 2002 (the "Expiration Date"), unless sooner terminated pursuant to Section 2
below.  This Option is not intended to be an incentive  stock option  within the
meaning of Section 422 of the  Internal  Revenue  Code of 1986,  as amended (the
"Code"). This Option may be exercisable,  in whole or in part, at any time prior
to its termination.

2.   Cessation of Employment.  The period for exercising this Option will end on
     the Expiration Date, subject, however, to the following provisions:

(a)  Death, Disability or Termination for Good Reason.  Notwithstanding anything
     to the  contrary  in this  Agreement,  if  Optionee's  employment  with the
     Company shall  terminate as a result of his death or the termination of the
     Employment  Agreement as a result of Executive's  "Disability" or for "Good
     Reason" (as those terms are defined in the Employment Agreement),  then the
     Option shall  terminate on the earlier of the Expiration  Date or the first
     anniversary  of the  date of  Optionee's  death or the  termination  of his
     Employment Agreement by reason of Disability or Good Reason, as applicable.
     In the event of death or  Disability,  the  Option  may be  exercisable  by
     Optionee's  executor or administrator,  or by the person or persons to whom
     Optionee's  rights  under this  Option  shall have passed by will or by the
     applicable laws of descent or distribution.

(b)  Other Events Causing Termination of Employment. If Optionee ceases to be an
     employee  of  the  Company  for  "Cause"  (as  defined  in  the  Employment
     Agreement)  or  as  a  result  of  Optionee's  election  to  terminate  the
     Employment  Agreement  for other  than  "Good  Reason"  (as  defined in the
     Employment  Agreement),  the Option  shall  terminate on the earlier of the
     Expiration  Date or  ninety  (90) days  following  the  termination  of the
     Employment Agreement.

                  3.  Adjustments.  In the event that the Company's common stock
or any  outstanding  securities  of the class  then  subject  to the  Option are
increased,  decreased or exchanged for or converted into cash, property and/or a
different number or kind of securities,  or cash, property and/or securities are
distributed in respect of such common stock or outstanding securities, in either
case as a result of a reorganization,  merger, consolidation,  recapitalization,
reclassification,  dividend  (other than a regular,  periodic cash  dividend) or
other  distribution,  stock split,  reverse  stock split or the like,  or in the
event that substantially all of the property and assets of the Company are sold,
then the Committee shall make appropriate and  proportionate  adjustments in the
number and type of shares or other securities or cash or other property that may
thereafter be acquired upon the exercise of the Option in order to preserve, but
not  increase,  the  benefit  to  Optionee;  provided,  however,  that  any such
adjustments in the Option shall be made without changing the aggregate  Exercise
Price of the then unexercised portion of the Option.

                                       er.
                                      -er-

<PAGE>



                  4.       Exercise.

(a)  The Option shall be exercisable during Optionee's lifetime only by Optionee
     or by his guardian or legal  representative,  and after Optionee's death or
     Disability  only by the person or persons  designated in Section 2(a).  The
     Option may only be  exercised  by the  delivery to the Company of a written
     notice of such exercise (the "Exercise Notice"), which notice shall specify
     the number of Option Shares to be purchased  (the  "Purchased  Shares") and
     the aggregate Exercise Price for such shares, together with payment in full
     of  such  aggregate  Exercise  Price  in cash or by  check  payable  to the
     Company;  provided,  however, that payment of such aggregate Exercise Price
     may instead be made,  in whole or in part,  by one or more of the following
     means:

(i)  by the delivery to the Company of a recourse  promissory note in a form and
     amount satisfactory to the Committee, provided that the principal amount of
     such note shall not exceed the excess of such aggregate Exercise Price over
     the aggregate par value of the Purchased Shares;  and provided further that
     such  promissory  note shall (i) have a maturity date of not more than five
     (5) years from the exercise date,  (ii) accrue interest at the "prime rate"
     published from time to time in The Wall Street  Journal,  (iii) provide for
     interest  payments on each  anniversary  date of the note, and (iv) require
     principal  payments either (A) in equal  installments  over the term of the
     note, or (B) upon the note's maturity;

(ii) by  the  delivery  to  the  Company  of  a  certificate   or   certificates
     representing shares of common stock, duly endorsed or accompanied by a duly
     executed stock powers, which delivery effectively  transfers to the Company
     good  and  valid  title to such  shares,  free  and  clear  of any  pledge,
     commitment,  lien, claim or other  encumbrance (such shares to be valued on
     the basis of their aggregate fair market value, as reasonably determined by
     the Committee, on the date of such exercise); and/or

(iii)by reducing  the number of shares of common  stock to be  delivered to such
     Optionee upon  exercise of this Option (such  reduction to be valued on the
     basis of the aggregate fair market value of the additional shares of common
     stock on the date of exercise that would  otherwise  have been delivered to
     Optionee upon exercise of the Option, as determined by the Committee in its
     reasonable  discretion);  provided,  in each case,  that the Company is not
     then prohibited from purchasing or acquiring common stock.

(b)  As soon as  practicable  after receipt of an Exercise  Notice,  the Company
     shall,  without  transfer or issue tax or incidental  expenses to Optionee,
     deliver to  Optionee at the office of the  Company,  or such other place as
     may be mutually  acceptable to the Company and Optionee,  a certificate  or
     certificates for such Purchased  Shares,  which certificate or certificates
     may bear such legend or legends  with respect to  restrictions  on transfer
     thereof as counsel  for the  Company  deems to be  required  by  applicable
     provisions  of law and this  Agreement;  provided,  however,  that  nothing
     herein shall be deemed to impose upon the Company any obligation to deliver
     any  Purchased  Shares to  Optionee  if, in the  opinion of counsel for the
     Company,  doing so would  violate  any  provision  of (i)  federal or state
     securities  laws or  regulations,  including  "Blue  Sky"  laws,  (ii)  any
     applicable listing  requirements of any national  securities  exchange;  or
     (iii) any other law or regulation applicable to the issuance or transfer of
     such  shares.  In no  event  shall  the  Company  be  required  to take any
     affirmative  action  to  comply  with  any of  such  laws,  regulations  or
     requirements,  nor shall the  Company be liable for any  failure to deliver
     Purchased  Shares because such Purchased Shares have not been registered or
     because a  registration  statement  with respect  thereto is not current or
     because such delivery would otherwise be in violation of any applicable law
     or regulation.

                  The term "current" when used herein to refer to a registration
statement shall mean a registration  statement that has been declared  effective
by the Securities and Exchange Commission and, in

                                       er.
                                      -er-

<PAGE>



the opinion of counsel for the Company, does not include any untrue statement of
material fact and includes all material  facts  required to be stated therein or
that are necessary to make the statements therein not misleading.

(c)  Each  exercise of the Option shall be deemed to be a  reaffirmation  to the
     Company by  Optionee  of all  Optionee's  representations,  warranties  and
     undertakings under Section 6 hereof as if such representations,  warranties
     and undertakings are made on and as of the date of such exercise.

                  5.  Cancellation  of Other Options.  As of the Effective Date,
Optionee  acknowledges  that the 1,500,000  Share Option,  the 1995 Option,  the
CountryLand  Option and the Casino- Co.  Option have been  canceled and Optionee
has  no  rights  thereunder  to  purchase  the  common  stock  of  the  Company,
CountryLand or Casino-Co., as applicable.

6.   Optionee  Representations  and  Undertakings.  Optionee hereby  represents,
     warrants  and  undertakes  as follows  and  affirms  such  representations,
     warranties  and  undertakings  as of the Date of  Grant  and as of the date
     hereof:

(a)  Optionee  and his  adviser,  if any,  have  been  furnished  with  and have
     reviewed   this   Agreement  and   understand   the  risks  of,  and  other
     considerations relating to, Optionee's investment in the Company;

(b)  Optionee  acknowledges  that the  offering  and sale of this Option and the
     Purchased Shares by the Company are intended to be exempt from registration
     under the Securities Act of 1933, as amended (the "Act") and any applicable
     "Blue Sky" laws,  and that the Purchased  Shares cannot be sold,  assigned,
     pledged or otherwise disposed of unless they are subsequently registered or
     qualified under the Act and any applicable "Blue Sky" laws and regulations,
     or an exemption  from such  registration  or  qualification  is  available.
     Optionee  also  understands  that  sales,  transfers,   pledges  and  other
     dispositions  of  the  Purchased  Shares  are  further  restricted  by  the
     provisions of the federal and state securities laws;

(c)  Optionee  represents to the Company that (i) the  Purchased  Shares will be
     acquired for his private  personal  investment  for his own account with no
     intention of distributing  such Purchased  Shares to others,  (ii) Optionee
     has no contract,  undertaking,  agreement or arrangement with any person to
     sell, transfer or otherwise  distribute for him any of the Purchased Shares
     or any interest therein,  and (iii) Optionee is presently not engaged,  nor
     does he plan to engage  within the  presently  foreseeable  future,  in any
     discussion  with  any  person  relative  to such  sale,  transfer  or other
     distribution of any of the Purchased Shares or any interest therein;

(d)  Optionee (i) either alone or together with his advisers, has such knowledge
     and business or financial experience that Optionee is capable of evaluating
     the  merits of the  prospective  investment  in the  Company  and making an
     investment  decision  with respect to the Company,  and (ii) is and will be
     able to bear the economic risk to this investment;

(e)  As the  Chairman  of the  Company's  Board of  Directors  and as its  Chief
     Executive  Officer,  Optionee is familiar with the Company and all material
     matters pertaining to this investment; and

(f)  Optionee  is  not  relying  on the  Company  for  advice  with  respect  to
     individual tax considerations involved in this investment.

                  7.       Payment of Taxes.

                                       er.
                                      -er-

<PAGE>



(a)  If the Company  becomes  obligated  to withhold an amount on account of any
     tax imposed as a result of the exercise of the Option,  including,  without
     limitation, any federal, state, local or other income tax, or any F.I.C.A.,
     state disability  insurance tax or other  employment tax (the  "Withholding
     Liability"),  then  Optionee  shall,  on  the  date  of  exercise  and as a
     condition  to the issuance of the  Purchased  Shares,  pay the  Withholding
     Liability  to the Company in cash or by check  payable to the Company  (the
     first date upon which the  Company is so  obligated  shall be  referred  to
     herein as the "Withholding Date").  Optionee hereby consents to the Company
     withholding  the  full  amount  of  the  Withholding   Liability  from  any
     compensation  or other  amounts  otherwise  payable to Optionee if Optionee
     does  not pay the  Withholding  Liability  to the  Company  on the  date of
     exercise of the  Option,  and  Optionee  agrees  that the  withholding  and
     payment of any such amount by the Company to the relevant taxing  authority
     shall constitute full satisfaction of the Company's  obligation to pay such
     compensation or other amounts to Optionee.  Notwithstanding  the foregoing,
     in the  discretion  of Optionee,  the payment of such amount to the Company
     may be made, in whole or in part:

(i)  with  shares of common  stock  delivered  to the Company by Optionee on the
     Withholding  Date  (such  shares to be  valued  on the basis of their  fair
     market value on the  Withholding  Date,  as  reasonably  determined  by the
     Committee),   provided  that  the  Company  is  not  then  prohibited  from
     purchasing or acquiring common stock, and/or

(ii) by reducing  the number of shares of common  stock to be  delivered to such
     Optionee upon  exercise of this Option (such  reduction to be valued on the
     basis of the aggregate fair market value of the additional shares of common
     stock on the date of exercise that would  otherwise  have been delivered to
     Optionee upon exercise of the Option, as determined by the Committee in its
     reasonable  discretion),  provided that the Company is not then  prohibited
     from purchasing or acquiring common stock;

        provided,  in each case,  that Optionee shall have made such an election
to have shares of common stock  delivered or withheld in accordance  herewith at
least  thirty (30) days prior to the date on which shares are to be delivered or
withheld.

(b)  If any  portion  of the  Withholding  Liability  remains  unpaid  as of the
     Withholding Date, the Committee may, in its discretion,  elect to treat any
     portion or all of the unpaid  amount as a  recourse  loan to the  Optionee,
     payable on such terms as the  Committee may  determine.  Such loan shall be
     evidenced by a recourse  promissory  note  executed by Optionee in favor of
     the  Company,  which  shall  permit  Optionee to prepay the loan at anytime
     without penalty.

                  8. Notices. All notices and other  communications  required or
permitted to be given pursuant to this  Agreement  shall be in writing and shall
be deemed given if delivered  personally or within one day following  mailing by
overnight courier,  postage prepaid, return receipt requested, to the Company at
its principal executive office and marked "Attention:  Chief Financial Officer,"
or to Optionee at the address set forth on the signature page to this Agreement.
Any party's address may be changed upon written  notification to the other party
in the manner provided in this Section 8.

9.   Nontransferability.  Neither  the Option nor any  interest  therein  may be
     sold,  assigned,  conveyed,  gifted,  pledged,  hypothecated  or  otherwise
     transferred  in any manner  other  than by will or the laws of descent  and
     distribution.

10.  Counterparts.  This Agreement may be executed in several counterparts, each
     of which shall be deemed an original, but all of which taken together shall
     constitute one and the same Agreement.

<PAGE>



11.  Severability.  In the event any one or more provisions of this Agreement is
     declared judicially void or otherwise unenforceable,  the remainder of this
     Agreement shall survive and such  provision(s)  shall be deemed modified or
     amended so as to fulfill the intent of the parties hereto.

12.  Governing  Law. This Agreement and the Option  granted  hereunder  shall be
     governed by and construed  and enforced in accordance  with the laws of the
     State of California.
<PAGE>



                  IN  WITNESS  WHEREOF,  the  Company  and  Optionee  have  duly
executed this Agreement as of the Date of Grant.

                        LAS VEGAS ENTERTAINMENT
                            NETWORK, INC.



                        By:      _____________________________
                        Title:   _____________________________


       OPTIONEE


                        /s/Joseph A. Corazzi


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