Exhibit 10.42


                         Janssen/Meyers Associates, L.P.
                                 17 State Street
                               New York, NY 10004

                                                                  March 3, 1998

The Board of Directors
NuWave Technologies, Inc.
One Passaic Avenue
Fairfield, NJ  07004

Attn:  Mr. Gerald Zarin, Chairman/President/CEO

Dear Mr. Zarin:

            This letter, when executed by the parties hereto, will constitute an
agreement between Nuwave  Technologies,  Inc. (the "Company") and Janssen/Meyers
Associates  L.P.  ("Janssen/Meyers")  pursuant  to which the  Company  agrees to
retain  Janssen/Meyers and  Janssen/Meyers  agrees to be retained by the Company
under the terms and conditions set forth below.

            1. The Company hereby retains  Janssen/Meyers to perform  consulting
services  related to corporate  finance and other  financial  services  matters,
including   introducing  the  Company  to  the  financial  and  stock  brokerage
community,  and Janssen/Meyers hereby accepts such retention. The services which
Janssen/Meyers  will perform shall include,  without  limitation,  assisting the
Company in raising additional capital, including the solicitation of the holders
of the Company's  warrants,  issued in July 1996 as part of its IPO, to exercise
such warrants,  subject (a) to compliance  with  applicable law and the rules of
the NASD and (b) payment of a 5% soliciting fee to Janssen/Meyers  provided that
such fee shall be paid only if the Company requests  Janssen/Meyers to assist it
in  soliciting  the Warrant  holders.  In this regard,  subject to the terms set
forth  below,   Janssen/Meyers   shall   furnish  to  the  Company   advice  and
recommendations  with respect to such aspects of the business and affairs of the
Company  as the  Company  shall,  from  time to time,  reasonably  request  upon
reasonable notice. In addition, Janssen/Meyers shall hold itself ready to assist
the Company in evaluating and negotiating  particular contracts or transactions,
if requested to do so by the Company, upon reasonable notice.

            2. As compensation for the services  described in paragraph 1 above,
the  Company  shall pay to  Janssen/Meyers  a fee of $5,000 per month  during an
initial term (the "Initial Term") ending 18 months from the date hereof, 

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subject to automatic  extension for successive  one-year terms (the  "Additional
Terms")  unless  either the Company or  Janssen/Meyers  shall have given written
notice of  termination  at least 30 days prior to the  expiration of the Initial
Term or the  Additional  Terms (the  Initial Term and the  Additional  Terms are
hereinafter  collectively  called the  "Term").  The  Company  hereby  issues to
Janssen/Meyers  (or  its  designated  affiliates)  upon  the  execution  of this
agreement, 400,000 common stock purchase warrants (the "Warrants"). The Warrants
will  expire five years  after the date  hereof and will be  exercisable  at the
current  market  price per share,  after 18 months from the date  hereof,  at an
exercise price of $4.00 per share.  The Warrants may be exercised as to all or a
lesser  number of shares and will contain  provisions  for  registration  of the
resale of the underlying shares at the Company's expense,  cashless exercise and
for  adjustment  in the number of such shares and the exercise  price to prevent
dilution. The Warrants will have one demand registration right exercisable after
18 months  from the date  hereof  and the  piggyback  rights,  both of which are
specified in the form of Warrant.  The  issuance of the Warrants is  irrevocable
and the Warrants  have been fully earned on execution of this Letter  Agreement.
In  addition  to  its  compensation   hereunder,   the  Company  will  reimburse
Janssen/Meyers for any and all reasonable expenses incurred by Janssen/Meyers in
the  performance of its duties to the Company and shall furnish the Company with
appropriate  supporting  documentation;  provided,  however, that any expense in
excess of $1,000 shall require the prior written approval of the Company,  which
will not be unreasonably  withheld.  Such reimbursement  shall accumulate and be
paid  monthly.  Nothing  contained  herein shall  prohibit  Janssen/Meyers  from
receiving  any  additional  compensation  under  paragraphs  3 and 4  herein  or
otherwise.

            3. If during the Term the  Company  intends to raise  equity or debt
financing,  it shall first discuss with  Janssen/Meyers  the terms, if any, upon
which  Janssen/Meyers is prepared to raise such capital for the Company.  If the
Company and  Janssen/Meyers  are unable to reach agreement upon such terms,  the
Company shall be free to engage another  securities firm to raise equity capital
for the Company,  provided that Janssen/Meyers shall have 20 business days after
receipt of notice from the Company of the terms upon which such other securities
firm  proposes to raise  equity  capital for the Company to commit to raise such
equity  capital  on the  same or  more  favorable  terms  for  the  Company.  If
Janssen/Meyers and the Company shall have failed to reach agreement prior to the
expiration  of such 20  business  day period then  Janssen/Meyers  shall have no
further claim or right with respect to the  financing of the proposal  contained
in such notice from the Company.  If,  however,  the terms of such  proposal are
subsequently  modified in any material respect,  the preferential right

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referred to herein  shall  apply to such  modified  proposal as if the  original
proposal had not been made. Janssen/Meyers' failure to exercise its preferential
right with respect to any particular  proposal shall not affect its preferential
rights relative to future proposals.

            4. In addition,  Janssen/Myers shall hold itself ready to assist the
Company in evaluating and negotiating  particular contracts or transactions,  if
requested to do so by the Company,  upon reasonable  notice,  and will undertake
such evaluations and negotiations  upon prior written agreement as to additional
compensation  to be paid by the Company to  Janssen/Meyers  with respect to such
evaluations  and  negotiations.  Nothing  herein  shall  require  the Company to
utilize  Janssen/Meyers'  services in any particular  transactions  nor shall it
limit  the  Company's   obligations   arising  under  any  other   agreement  or
understanding.

            5. The Company and Janssen/Meyers further acknowledge and agree that
Janssen/Meyers  may act as a finder or financial  consultant in various business
transactions in which the Company may be involved, which involves (i) a transfer
of control,  including without limitation, a merger, a sale of assets, a sale of
stock, a tender offer, or (ii) an acquisition by the Company of another business
or an agreement for a joint venture with a third-party ("M&A Transactions"). The
Company hereby agrees that in the event  Janssen/Meyers  shall  introduce to the
Company another party or entity, and that as a result of such  introduction,  an
M&A Transaction is consummated, the Company shall pay to Janssen/Meyers a fee of
five (5%) percent of the first $5,000,000 and two and one-half  (2-1/2%) percent
of the amount  over  $5,000,000  of the  consideration  paid or  received by the
Company (or by any  subsidiary or affiliated  entity of the Company) in such M&A
Transaction consummated by the Company or any subsidiary or affiliated entity of
the  Company.  Such  fee  shall  be  paid  in  cash  at the  closing  of the M&A
Transaction  to which it  relates,  and shall be payable  whether or not the M&A
Transaction  involves  stock,  or a combination of stock and cash, or is made on
the installment sale basis. In addition,  if the Company shall, within 12 months
immediately  following  the  termination  of this  Agreement,  consummate an M&A
Transaction  with any party first  introduced by  Janssen/Meyers  to the Company
prior to such  termination,  the Company shall pay to  Janssen/Meyers a fee with
respect to such M&A  Transaction  calculated in accordance  with this paragraph.
Nothing  contained  herein  shall  obligate  the  Company  to enter into any M&A
Transaction  proposed  by  Janssen/Meyers  or to  obligate  the  Company  to pay
Janssen/Meyers  a fee on an M&A  Transaction  introduced  to  the  Company  by a
third-party.

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            6. All  obligations  of  Janssen/Meyers  contained  herein  shall be
subject to Janssen/Meyers' reasonable availability for such performance, in view
of the  nature of the  requested  service  and the  amount  of notice  received.
Janssen/Meyers  shall  devote  such time and  effort to the  performance  of its
duties hereunder as Janssen/Meyers  shall determine is reasonably  necessary for
such  performance.  Janssen/Meyers  may look to such  others  for  such  factual
information,  investment recommendations,  economic advice and/or research, upon
which to base its advice to the Company hereunder, as it shall deem appropriate.
The Company shall furnish to Janssen/Meyers all information  reasonably relevant
and properly disclosable to the performance by Janssen/Meyers of its obligations
under this  Agreement,  or  particular  projects as to which  Janssen/Meyers  is
acting as advisor,  which will permit  Janssen/Meyers to know all facts material
to the  advice  to be  rendered,  and all  material  or  information  reasonably
requested by  Janssen/Meyers.  In the event that the Company fails or refuses to
furnish any such material or information reasonably requested by Janssen/Meyers,
and thus prevent or impede Janssen/Meyers'  performance hereunder, any inability
of Janssen/Meyers to perform shall not be a breach of its obligations hereunder.

            7. Nothing  contained in this Agreement  shall limit or restrict the
right of Janssen/Meyers or of any partner,  employee, agent or representative of
Janssen/Meyers,   to  be  a  partner,  director,  officer,  employee,  agent  or
representative  of, or to engage  in, any other  business,  whether of a similar
nature or not,  nor to limit or restrict the right of  Janssen/Meyers  to render
services of any kind to any other corporation, firm, individual or association.

            8.   Janssen/Meyers   will  hold  in  confidence  any   confidential
information  which the  Company  provides  to  Janssen/Meyers  pursuant  to this
Agreement  unless the  Company  gives  Janssen/Meyers  permission  in writing to
disclose such  confidential  information to a specific third party. In addition,
all confidential  information  which the Company provided to  Janssen/Meyers  in
connection with any prior or ongoing  offering shall be considered  confidential
information  for  purposes of this  Agreement.  Notwithstanding  the  foregoing,
Janssen/Meyers shall not be required to maintain confidentiality with respect to
information  (i) which is or becomes part of the public domain;  (i) of which it
had  independent  knowledge  prior to  disclosure;  (iii)  which  comes into the
possession  of  Janssen/Meyers  in the  normal  and  routine  course  of its own
business from and through independent non-confidential sources; or (iv) which is
required to be disclosed by  Janssen/Meyers  by  governmental  requirements.  If
Janssen/Myers  is  requested or required  (by oral  questions,  interrogatories,

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requests for information or document subpoenas,  civil investigative demands, or
similar process) to disclose any confidential  information supplied to it by the
Company,  or the existence of other  negotiations  in the course of its dealings
with the Company or its representatives, Janssen/Meyers shall, unless prohibited
by law,  promptly  notify the Company of such request(s) so that the Company may
seek an appropriate protective order.

            9. The Company  agrees to indemnify  Janssen/Meyers  pursuant to the
terms of the  Indemnification  Agreement,  a copy of which is attached hereto as
Exhibit A (the "Indemnification Agreement").

            10. This Agreement may not be transferred,  assigned or delegated by
any of the parties hereto  without the prior written  consent of the other party
hereto.

            11. The failure or neglect of the parties  hereto to insist,  in any
one or more  instances,  upon  the  strict  performance  of any of the  terms or
conditions of this  Agreement,  or their waiver of strict  performance of any of
the terms or conditions of this Agreement, shall not be construed as a waiver or
relinquishment  in the  future of such  term or  condition,  but the same  shall
continue in full force and effect.

            12.  Paragraphs  5 and 8 and  the  Indemnification  Agreement  shall
survive the expiration or termination of this Agreement under all circumstances.

            13.  Any  notices  hereunder  shall  be sent to the  Company  and to
Janssen/Meyers at their respective addresses set forth above, with copies to:

                 Dechert Price & Rhoads
                 30 Rockefeller Plaza
                 New York, NY  10112
                 Attention:  Fredric J. Klink, Esq.

                 and

                 Goldstein & Digioia, LLP
                 369 Lexington Avenue
                 New York, NY  10017
                 Attention:  Stanley R. Goldstein, Esq.

                 Any notice  shall be given by fax or  registered  or  certified
mail,  postage  prepaid.  Either party may  designate any other address to which
notice shall

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be given, by giving written notice to the other of such change of address in the
manner herein provided.

            14. This  Agreement has been made in the State of New York and shall
be construed and governed in  accordance  with the laws thereof  without  giving
effect to principles  governing conflicts of law. Any dispute arising under this
Agreement  shall  be  submitted  for  arbitration  to the  American  Arbitration
Association in New York, New York,  provided that any claim for equitable relief
which cannot be obtained by arbitration  may be brought before the United States
District  Court for the  Southern  District of New York or the New York  Supreme
Court, New York County.

            15.  This  Agreement  contains  the  entire  agreement  between  the
parties,  may not be altered or  modified,  except in writing  and signed by the
party to be charged  thereby,  and  supersedes  any and all previous  agreements
between the parties relating to the subject matter hereof.

            16. This  Agreement  shall be binding upon the parties  hereto,  the
indemnified  parties  referred to in the  Indemnification  Agreement,  and their
respective heirs, administrators, successors and permitted assigns.

            If you are in  agreement  with the  foregoing,  please  execute  two
copies of this  letter  in the  space  provided  below  and  return  them to the
undersigned.

                                     Very truly yours,

                                     JANSSEN/MEYERS ASSOCIATES L.P.
                                     By JANSSEN/MEYERS CORP., General Partner


                                     By:  /s/ Bruce Meyers                    
                                          ------------------------------------
                                          Bruce Meyers
                                          Executive Vice President

ACCEPTED AND AGREED TO AS OF
THE DATE FIRST ABOVE WRITTEN

NuWave Technologies, Inc.


By:  /s/ Gerald Zarin
    ------------------------
     Name:   Gerald Zarin
     Title:  President


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