EXHIBIT 10.40

                                OPTION AGREEMENT

         This   Option   Agreement   is   entered   into   this   _____  day  of
___________________,  19___,  by and between THE GREAT  AMERICAN  BACKRUB STORE,
INC. , a New York  corporation,  hereinafter  referred to as  "Franchisor,"  and
Marylou Garcia, hereinafter referred to as "Optionee."

                                    RECITALS
                                    ARTICLE I

         SECTION  1.01  Franchisor  is a  corporation  duly  organized,  validly
existing, and in good standing under the laws of the State of New York, with its
principal  office located at 425 Madison Avenue,  Suite 605, New York, New York,
10021.

         SECTION  1.02.  Optionee is an  individual,  whose  principal  place of
residence is located at 1568 Gramvia Altamira PVE, CA 90274.

         SECTION  1.03.  Franchisor  is engaged in the  business  of granting to
others,  by  means  of  a  non-exclusive  franchise  agreement  (the  "Franchise
Agreement"),  limited licenses to utilize the name "The Great American BackRub,"
the related proprietary marks and the associated concepts in connection with the
operation of a "The Great  American  BackRub"  store (the "Store") and the sale,
distribution, and marketing of back rub and massage services and products.

         SECTION 1.04. The location  within which the Store is located is leased
by  Franchisor  on terms  and  conditions  acceptable  to  Franchisor,  and then
subleased  to  franchisees  on  terms  and  conditions   mutually  agreement  to
Franchisor and said franchisees.

         SECTION 1.05.  Optionee  desires to acquire,  pursuant to the terms and
conditions of the  Franchise  Agreement,  a limited  license to utilize the name
"The Great American BackRub," the proprietary marks and the associated  concepts
in connection with Optionee's operation of a Store.

         NOW, THEREFORE,  in consideration of the mutual promises,  premises and
covenants herein set forth, Franchisor and Optionee do hereby agree as follows:

                              TERMS AND CONDITIONS
                                   ARTICLE II

         SECTION 2.01. Upon execution of this Option  Agreement,  Optionee shall
pay to Franchisor the sum of Five Thousand Dollars  ($5,000.00) (the "Payment").
In consideration of said payment,  Franchisor hereby grants to Optionee, subject
to the terms and conditions of

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Section  2.02  hereof,  the  option  to  require  Franchisor  to enter  into the
Franchise  Agreement in the form of Exhibit "A," attached hereto and made a part
hereof.

         SECTION 2.02.  The option granted to Optionee in Section 2.01 hereof is
subject to the following  conditions,  all of which must be satisfied within one
hundred twenty (120) days (the "Term") following the date hereof:

         (a)  Optionee  shall,  at  his  sole  expense,  locate  an  "Acceptable
         Location"  (as said term is defined in Section 2.04 hereof)  within the
         geographic territory (the "Option Territory")  described in Exhibit "B"
         attached hereto and made a part hereof.

         (b) Franchisor shall have entered into a written lease relating to said
         Acceptable Location on such terms and conditions as Franchisor,  in its
         sole discretion, deems reasonable and appropriate.

         (c) Optionee and Franchisor shall have entered into a written sublease,
         in the form of that certain  Sublease  attached hereto as Exhibit " C,"
         relating to said Acceptable Location.

         SECTION  2.03.  Upon  satisfaction  of the  conditions  of Section 2.02
hereof,  Franchisor  and Optionee  shall  execute the Franchise  Agreement.  The
Franchise  Agreement shall supersede,  and in all respects replace,  this Option
Agreement.  Upon execution of the Franchise  Agreement,  all rights,  duties and
obligations  of Franchisor  and Optionee  shall be governed and construed by the
terms and conditions of the Franchise Agreement.

         SECTION 2.04.  The term  "Acceptable  Location" as used herein shall be
defined as a location which (i) meets the  specifications  established from time
to time by Franchisor  for the operation of a Store,  (ii) is located within the
Option  Territory  in an area deemed by  Franchisor  to be  appropriate  for the
operation of a Store,  and (iii) is  available  to rent on terms and  conditions
deemed by Franchisor, in its sole discretion, to be reasonable and appropriate.

         SECTION 2.05. During the Term Franchisor agrees not to grant any option
to acquire,  or license to  operate,  or operate  for its own  benefit,  a Store
within the Option Territory.

         SECTION  2.06.  In the  event  that  Optionee  has  not  satisfied  all
conditions  set forth in this Article II within the Term, all rights of Optionee
under this Option  Agreement shall  terminate,  Franchisor  shall be entitled to
retain the Payment,  and Franchisor shall have no further obligation to Optionee
hereunder.

                                       -2-

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                                  MISCELLANEOUS
                                   ARTICLE III

         SECTION 3.01. This Option  Agreement  contains the entire  agreement of
the   parties   and   supersedes   all  prior   agreements,   negotiations   and
representations.   Optionee  acknowledges  that  Franchisor  has  not  made  any
representations, promises or inducements not embodied herein.

         SECTION  3.02.  In the  event  either  party to this  agreement  should
institute  legal action  relating to the terms and conditions of this agreement,
or the enforcement of any provision hereof,  the prevailing party in said action
shall be  entitled  to  recover,  in  addition  to any other  relief or damages,
reasonable attorneys' fees and costs.

         SECTION 3.03.  This agreement  shall be construed  under the applicable
laws of the State of New York, as amended;  except that for  franchises  located
outside  of New York,  the laws of the state in which the  Subject  Location  is
located will apply.

         SECTION  3.04.  This  agreement  shall  inure to the benefit of, and be
binding upon, the parties,  their heirs,  executors,  personal  representatives,
successors and assigns.


         Executed  as of the day and year first  above  written at Palos  Verdes
Estates, California.



"Franchisor"                                  "Optionee"

 The Great American BackRub Store, Inc.,
 A New York corporation                       /s/ Marylou Garcia
                                              -----------------------
                                       

By: /s/ Terrance C. Murray                   NOVEMBER 21, 1996
    ----------------------------------
        Terrance C. Murray
Its:CEO                                      Marylou Garcia
                                             -------------------------
                                             

                                      -3-

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                         EXHIBIT "B" TO OPTION AGREEMENT
                         DATED NOVEMBER 21, 1996 BETWEEN
            THE GREAT AMERICAN BACKRUB STORE, INC. AND MARYLOU GARCIA


The  Option  Territory  referred  to in  Section  2.20(a)  shall  consist of the
Counties of Los Angeles and Orange, California.