(Csaba Toro)

                         Agreement


     AGREEMENT made this 28th day of January 1997 by and between
Csaba Toro (herein referred to as "Consultant"), and Hungarian
Teleconstruct Corp., with offices at 445 Park Avenue, 15th Floor,
New York NY 10022, (herein referred to as the "Client").

     WHEREAS Client desires to obtain Consultant's Management
consulting services in connection with Client's business affairs,
and consultant is willing to render such services as hereinafter
more fully set forth.

     NOW, THEREFORE, the parties agree as follows:

     1.   Client hereby engages and retains Consultant and
Consultant hereby agrees to use his best efforts, to render to
Client management consulting services hereinafter described for a
period of two years commencing with the date of this agreement.

     2.   Consultant's services hereunder shall consist of
consultations with Client concerning the management and operations
of Client's business as Client may from time to time require
during the term of this agreement ("Agreement").

     3.   Consultant shall devote full time to the affairs of
Client in the form of consultation, advice and assistance on such
matters as client requests. Such services may include, at the
request of the client, written reports, attendance at meetings of
the Clients Board of Directors and review, analysis and reports
with respect to management matters. Client agrees that consultant
shall not be prevented or barred from rendering services of
similar or dissimilar nature for or on behalf of any person, firm
or corporation other than Client. Consultant further agrees that
if requested by the Client, he will serve as an officer and as a
director of the Company.

     4.   Client agrees to pay to Consultant for his services the
sum of $4,000 per month for the months of January through June
1997. In the event Consultant equals or exceeds the projections
are forth in his business plan for said six month period the
Consultant's salary shall increase to $6,000 per month thereto.

     5.   Consultant shall be entitled to reimbursement by Client
of such reasonable out-of-pocket expenses as Consultant may incur
in performing services under this agreement.

     6.   Client hereby grants Consultant five year options to
purchase 50,000 shares of Client's Common Stock at $2 per share
which options may not be exercised until one year after the date
of this agreement and only in the event Consultant is still
employed by the Company on such date.



     7.   All final decisions with respect to consultations or
services rendered by Client shall be those of Client, and there
shall be no liability on the part of the Consultant in respect
thereof.

     8.   This Agreement contains the entire agreement of the
parties hereto with respect to the subject matter hereof, and
there are no representations or warrants other than as contained
herein or therein. No waiver or modification hereof shall be valid
unless in writing. Waiver or breach of any terms or conditions
hereof shall not be deemed a waiver of any other subsequent
breach, whether or like or different nature.

     9.   This Agreement shall be governed, construed and enforced
in accordance with the laws of the State of Delaware.

     IN WITNESS WHEREOF, the parties, hereto have caused this
Agreement to be signed as of the day and year first above written.




                              /s/ Csaba Toro      
                              Csaba Tor

                              Hungarian Teleconstruct Corp.



                              By: /s/ Frank R. Cohen   
                              Frank R. Cohen