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                                                                   EXHIBIT 10.21


                  ADMINISTRATIVE AND OPERATIONAL SERVICES AGREEMENT

     THIS AGREEMENT (the "Agreement") made effective the 1st day of January,
1998 by and between KIDS' STUFF, INC., a Delaware corporation ("Manager"), and
THE HAVANA GROUP, INC., a Delaware corporation ("Company").

                                 W I T N E S S E T H:

     WHEREAS, Company functions as a catalog sales organization with few direct
operations of its own and has fewer than 10 employees or management staff;

     WHEREAS, Manager is owned by an affiliate of Company and has previously
provided on an informal basis certain necessary management services and
Operational services for the Company; and
     WHEREAS, Company desires to have Manager continue to provide all such
services pursuant to this Administrative and Operational Services Agreement, 

     NOW, THEREFORE, and in consideration of the mutual promises and covenants
hereinafter set forth, Manager and Company hereby agree as follows:

     1.   ADMINISTRATIVE SERVICES.  During the term hereof, Manager shall
provide all administrative services (the "Fulfillment Services") reasonably
necessary or appropriate to facilitate the ordinary operations of the Company,
including the following:

          1.1    ACCOUNTING AND PAYROLL SERVICES including payroll production
                 and payroll reporting to all tax authorities, and all basic
                 internal accounting services.  Such services shall include
                 administering the Company's finances and bank accounts,
                 maintaining accurate records of and collecting payment on
                 accounts receivable, assisting in the preparation of the
                 Company's budgets, and maintaining financial and accounting
                 records subject to periodic review and audit by the Chief
                 Financial Officer and such other public accountant(s) as the
                 Company in its sole discretion, may authorize. Manager shall
                 also provide the services of such  accounting, bookkeeping and
                 clerical personnel as may be required to assist the Chief
                 Financial Officer in his or her duties.  

                 Manager shall also provide accounts payable administration,
                 accounting consultation regarding interpretation of accounting
                 policies and facilitation of the implementation of accounting
                 policies and all necessary processing of payroll and employee
                 benefits.  Such services shall include but shall not be limited
                 to acting as paymaster for Company and collecting, paying or
                 causing to be paid, reporting, and maintaining records of any
                 and all required federal, state, and local payroll taxes.

          1.2    ADMINISTRATION AND HUMAN RESOURCE MANAGEMENT including testing,
                 evaluation, and benefits administration, employment training
                 and 


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                 management of both managers and employees and  all necessary
                 time and attention of accounting and payroll personnel,
                 purchasing and receivables staff, sales managers, sales staff,
                 customer service staff, and such other administrative and
                 clerical personnel (the "Manager's Employees") as may be
                 required to assure delivery of the services required hereunder.
                 Manager shall employ, train, and manage all Manager's Employees
                 and shall be responsible for the hiring, supervision, and
                 firing of said Manager's Employees.  All Manager's Employees
                 shall be strictly and solely the employees of Manager.  Manager
                 reserves the exclusive right to determine the manner in which
                 Manager's Employees will carry out their duties hereunder, to
                 hire and fire same at its own discretion, to maintain the
                 Manager's Employees on the Manager's books as its employees,
                 and to pay and make all deductions from Manager's Employees'
                 wages or salaries and benefits.  Company shall not attempt to
                 exercise authority over the Manager's Employees in any way
                 inconsistent with the aforesaid.  

                 The Company shall employ a President and a Chief Financial
                 Officer (the "Company Employees") separate and apart from this
                 Agreement, and the Manager shall exercise no authority over
                 said Company Employees. 

                 All clerical, secretarial services and other customary and
                 usual general and administrative services reasonably necessary
                 to the daily operations of Company's business.

          1.3    DATA PROCESSING SERVICES including use of Manager's computers,
                 copiers, software telephones, facsimile machines, and other
                 office equipment, and printing and postage services as
                 necessary.

          1.4    OFFICE EQUIPMENT AND FACILITIES USE including use of as much of
                 Manager's administrative office(s) and warehouse space as is
                 reasonably necessary to Company for the purpose of managing and
                 operating Company's business.

     Manager shall be solely responsible for compensating all personnel who
provide the services specified above and shall be deemed to be the employer for
all such personnel, except that Manager shall not be responsible for
compensating and shall not be deemed to be the employer for the Company
Employees.

     2.   MERCHANDISING AND MARKETING SERVICES.  During the term hereof, Manager
shall provide all services reasonably necessary or appropriate to select
merchandise and market the Company's products and services including the
following:


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          2.1    Marketing including mailing, advertising, maintenance and
                 procurement of mailing lists, compliance with postal
                 regulations, advertising selection and creation not including
                 the direct cost of media buys.

          2.2    Merchandising including catalog production, inventory/product
                 selection, catalog design and production.

     3.   FULFILLMENT AND PURCHASING SERVICES.  During the term hereof, Manager
     shall provide all Fulfillment and Purchasing Services reasonably necessary
     or appropriate to timely and accurately fulfill all Customer Orders
     received by telephone or by mail from Company's customers, including the
     following:

          3.1    All functions reasonably necessary to fulfill Customer Orders. 
                 Manager shall be responsible for receiving and fulfilling all
                 Customer Orders received in the normal course of Company's
                 business Such services shall include receiving and maintaining
                 accurate records of Customer Orders, matching Customer Orders
                 with inventory, handling shipping and delivery, and handling
                 receipt and replacement/reimbursement for returns pursuant to
                 customer satisfaction guarantees established by the Company. 
                 Manager shall also be responsible for initially fielding all
                 questions and/or complaints raised by customers of the company,
                 including questions about specific items advertised in the
                 Company's catalog and returns.  

          3.2    All purchasing functions including initiating and maintaining
                 contact with Company's suppliers when necessary to ensure
                 favorable and continued business relations with same.  Such
                 services will also include ordering all inventory and equipment
                 necessary to the customary operation of Company's business,
                 managing shipping, receipt, and payment of same by or on behalf
                 of company, all functions to purchase goods, process deliver of
                 goods including inventory maintenance, warehousing, and
                 inventory reporting.

     4.   TERM.  The term of this Agreement shall be deemed to commence as of
December 15, 1997 and shall continue for until December 31, 1998, renewable upon
renegotiation of fees for services.  However, this Agreement may be terminated
by either party upon not less than ninety (90) days written notice.

     5.   FEES.  In exchange for the Management Services and Operational
Services specified above, Company shall, on a monthly basis in arrears, pay
Manager an amount equal to the reasonable value of the services received
hereunder based upon the quantity thereof and the cost incurred by Manager in
producing such services.  Such fees shall be determined as follows:

          5.1    (a)     For Accounting and Payroll services, $34,000.00 per
                         year;


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                 (b)     For Administration and Human Resource Management,
                         $51,600.00 per year;

                 (c)     For Data Processing, $34,900.00 per year;

                 (d)     For Office Equipment and Facilities Use, $32,200.00 per
                         year;

                 (e)     For Merchandising and Marketing Services, $38,100.00
                         per year;

                 (f)     For Fulfillment, $2.40 per order.

                 (g)     For Purchasing Services, $15,300.00 per year;

     6.   MEDIATION AND ARBITRATION.

          6.1    The Manager and Company shall make a good faith attempt to
                 settle the any dispute by mediation pursuant to the provisions
                 of this Section 6.3 before resorting to arbitration, litigation
                 or any other dispute resolution procedure.

          6.2    Unless the Manager and Company agree otherwise, the mediation
                 shall be conducted in accordance with the Commercial Mediation
                 Rules of the American Arbitration Association (the "AAA") then
                 in effect by a mediator who (I) has the qualifications and
                 experience set forth in 6.3 below of this Section and, (ii) is
                 selected as provided in Section 6.4.
     
          6.3    Unless the Manager and Company agree otherwise, the mediator
                 shall be a person with excellent academic and professional
                 credentials who has had both training and experience as a
                 mediator as a member of the AAA Mediation Panel or who is a
                 lawyer or retired judge who has mediated cases for the federal
                 or state courts or a reputable commercial ADR firm or
                 not-for-profit ADR organization.

          6.4    Either party (the "Initiating Party") may initiate mediation of
                 a dispute by giving the other party (the "Recipient Party")
                 written notice (a "Mediation Notice") setting forth a list of
                 the names and resumes of qualifications and experience of three
                 impartial persons who the Initiating Party believes would be
                 qualified as a mediator pursuant to the provisions of Section
                 6.3 hereof.  Within 15 days after the delivery of the Mediation
                 Notice, the Recipient Party may designate a person to serve as
                 the mediator from among the three persons listed by the
                 Initiating Party in the Mediation Notice (in which event such
                 designated person shall be the mediator).  If none of the
                 persons listed in the Mediation Notice is designated by the
                 Recipient Party to serve as the mediator, the Counter-Notice
                 should set forth a list of the names and resumes 


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                 of three impartial persons who the Recipient Party believes
                 would be qualified as a mediator pursuant to the provisions
                 hereof.  Within 10 days after the delivery of the
                 Counter-Notice, the Initiating Party may designate a person to
                 serve as the Mediator from among the three persons listed by
                 the Recipient Party in the Counter-Notice (in which event such
                 designated person shall be the mediator).  If the parties
                 cannot agree on a mediator from the three impartial nominees
                 submitted by each party, each party shall strike two names from
                 the other party's list, and the two remaining persons on both
                 lists will jointly select as the mediator any person who has
                 the qualifications and experience set forth in Section 6.3
                 hereof.  If they are unable to agree, then the mediator will be
                 selected by the President of the AAA or his regional designee.

          6.5    Within 30 days after the mediator has been selected as provided
                 above, both parties and their respective attorneys shall meet
                 with the mediator for one mediation session of at least four
                 hours, it being agreed that each party representative attending
                 such mediation session shall be a Senior Party Representative
                 with authority to settle the dispute.  If the dispute cannot be
                 settled at such mediation session or at any mutually agreed
                 continuation thereof, either party may give the other and the
                 mediator a written notice declaring the mediation process at an
                 end, in which event either party shall be free to pursue such
                 remedies as it may elect.

          6.6    All conferences and discussions which occur in connection with
                 mediation conducted pursuant to this Agreement shall be deemed
                 settlement discussions, and nothing said or disclosed, nor any
                 document produced, which is not otherwise independently
                 discoverable shall be offered or for any other purpose in any
                 current or future arbitration or litigation.

          6.7    The costs of the mediation shall be shared equally between the
                 Manager and Company.

          6.8    The Manager and Company will endeavor to amicably resolve any
                 dispute controversy or claim arising out of or related to this
                 Agreement, or breach thereof.  In the event, however, that any
                 dispute, controversy or claim cannot be amicably resolved, it
                 shall be finally settled by binding arbitration.  Such
                 arbitration shall be conducted by the American Arbitration
                 Association in Canton, Ohio, under that organization's
                 commercial arbitration rules.  The expense of arbitration will
                 be borne by the losing party.  The parties further agree that
                 the award of the arbitrator shall be the final, sole, and
                 exclusive remedy between them regarding any claims,
                 counterclaims, issues, or accounting presented or pled to the
                 arbitrator; that is shall be nonappealable; that any monetary
                 award shall be promptly paid, free of any tax, deduction 


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                 or offsets; and that any costs, fees, or taxes incident to
                 enforcing the award shall be charged against the party
                 resisting such enforcement.  Judgment upon the award of the
                 arbitrator may be entered and enforced in any court having
                 jurisdiction thereof.

     7.   MISCELLANEOUS.  

          7.1    RELATIONSHIP OF THE PARTIES.  The relationship between Manager
                 and Company under this Agreement is that of independent
                 contractors.  Nothing contained in this Agreement or otherwise
                 shall be construed to constitute or create a partnership,
                 agency relationship, joint venture, equity interest or lease
                 between Manager and Company.  Neither party has the power or
                 authority to act on behalf of the other party, except as
                 expressly set forth in this Agreement, as reasonably implied
                 hereunder or as authorized in writing by the other party.

          7.2    ENTIRE AGREEMENT.  This Agreement constitutes the entire
                 agreement between the parties and supersedes and cancels any
                 other agreement, representation, or communication, whether oral
                 or written, between the parties hereto relating to the
                 transactions contemplated herein or the subject matter hereof.

          7.3    GOVERNING LAW.  This Agreement shall be governed by and
                 construed and enforced in accordance with the laws of the State
                 of Ohio.

          7.4    ADDITIONAL DOCUMENTS.  Each of the parties hereto agrees to
                 execute any document or documents that may be requested from
                 time to time by the other party in order to implement or
                 complete any obligations pursuant to this Agreement. 

          7.5    PARTIES INTEREST.  This Agreement shall insure to the benefit
                 of, and be binding upon, the parties hereto and their
                 successors and assigns; provided, however, that any assignment
                 by either party of its rights under this Agreement without the
                 written consent of the other party shall be void.

          7.6    COUNTERPARTS.  This Agreement may be executed simultaneously 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.

          7.7    SEVERABILITY.  If any provision of this Agreement is held to be
                 illegal, invalid, or unenforceable under present or future laws
                 effective during the term hereof, such provision shall be fully
                 severable and this Agreement shall be construed and enforced as
                 if such illegal, invalid, or unenforceable provision never
                 comprised a part hereof; and the remaining provisions hereof
                 shall 


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                 remain in full force and effect and shall not be affected by
                 the illegal, invalid or unenforceable provision or by its
                 severance here from.  Furthermore, in lieu of such illegal,
                 invalid or unenforceable provision, there shall be added
                 automatically as part of this Agreement a provision as similar
                 in its terms to such illegal, invalid or unenforceable as may
                 be possible and legal, valid, and enforceable.

          7.8    COMMUNICATION.  The parties agree that good communication
                 between the parties is essential to the successful performance
                 of this Agreement, and each pledges to communicate fully and
                 clearly with the other on matters relating to the successful
                 management and operation of the Company.

          7.9    NOTICES.  Any notices required to be in writing under this
                 Agreement shall be sent to the parties as follows:

                 To MANAGER:  KIDS' STUFF, INC.
                              4450 Belden Village St. N.W.  
                              Canton, Ohio 44718
                              Tel:  (330) 492-8090
                              Fax: (330) 492-8290
                              Attn:___________________________

                 To COMPANY:  THE HAVANA GROUP
                              [ADDRESS]

          6.10   AMENDMENT.  This Agreement may only be amended by a written
                 instrument signed by both parties hereto.


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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first set forth
above.


                                      KIDS' STUFF, INC.

                              
                                      By: /s/ William Evans
                                         ---------------------------------------
                                         William Evans, Director of Finance
                                   

                                      THE HAVANA GROUP

                                      By: /s/ William Evans
                                         ---------------------------------------
                                         William Miller, Chief Executive Officer


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