CONSULTING & MANAGEMENT AGREEMENT

This agreement is made as of the 1st day of November, 1996

Between

     HENG FAI MANAGEMENT  INC., a company to be  incorporated  under the laws of
     the British Virgin  Islands, having its  registered  office at Unit B, 13th
     Floor,  Lippo Leighton  Tower,  103-109  Leighton Road,  Causeway Bay, Hong
     Kong.

     (hereinafter called the "Employer") 

                                                       OF THE FIRST PART

     AND:

     Tight Hold Investment Limited, Consultant, a company incorporated under the
     laws of the British Virgin Islands, having its registered office at Unit B,
     13th Floor, Lippo Leighton Tower, 103-109 Leighton Road, Causeway Bay, Hong
     Kong.

          (hereinafter called "Tight")

                                                       OF THE SECOND PART

          WHEREAS:

A.   Tight has been providing managerial, consulting and other like services for
     the Employer since January 1, 1996 as an independent  contractor and not as
     an employee and has received no remuneration for such services;

B.   The  parties  wish to enter into this  Agreement  setting out the terms and
     conditions  pursuant  to  which  Tight  will be  employed  by the  Employer
     effective November 1, 1996;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants and agreements herein contained the parties hereto covenant and
agree as follows:

1. EMPLOYMENT

1.01 The  Employer  hereby  employs  Tight  to act as a  Consultant  to  provide
managerial and consulting  services to Heng Fai China  Industries  Inc. and such
other services as the Employer and the Tight agree upon.

<PAGE>

1.02 Tight shall act in the best interests of the Employer and shall devote time
and  attention  to the  business  of the  Employer as may be  necessary  for the
discharge of his duties hereunder.

2. TERM

2.01 Subject as hereinafter  provided,  the term of this Agreement  shall be ten
(10)  years  commencing  November  1st,  1996 and  ending on  October  31,  2006
(hereinafter  called the "Term").  Both parties  agree to commence  negotiations
respecting  the  renewal of this  Agreement  not later than 3 months  before the
expiration of the Term and to undertake  yearly reviews of the  remuneration  in
paragraph 3.01 herein.

3. REMUNERATION AND EXPENSES

3.01 The Employer shall pay to Tight for services rendered by him hereunder:

     (i)  the sum of  US$500,000.00  per year for the duration of employment,  a
          rate of US$41,666.67 per month over 12 equal payments,  payable on the
          last working/banking day of the month, or

     (ii) upon Heng Fai China Industries Inc. meeting NMS requirements of having
          US$4,000,000 in net tangible assets,  obtaining the other requirements
          which  allow the  stock to be  marginable  on the  NASDAQ  and  having
          declared  at least a minimum  US$0.10  per share  earning  and US$0.05
          dividend   to  common   shareholders,   the  fee  shall   increase  to
          US$1,000,000.00  per year for the  duration of  employment,  a rate of
          US$83,3333.00  per month over 12 equal  payments,  payable on the last
          working/banking day of the month.

3.02 The expenses for which the Tight is entitled to be  reimbursed  pursuant to
this Agreement  shall be under Employee  guidelines,  include,  but shall not be
limited to, travel, lodging, meals, entertainment, dues, and other out of pocket
expenses.

3.03 In consideration  for the Tight's  performance of managerial and consulting
services  during the period  commencing on January 1, 1996 and ending on October
31, 1996, the Employer shall pay Tight the sum of US$416,666.70.

4. TERMINATION

4.01 This  Agreement  may be  terminated  with or without cause in the following
manner:

     (i)  by the Employer  upon the giving of not less than 6 month's  notice to
          the Tight, or 1 months pay in lieu of notice; and

     (ii) by Tight upon giving not less than 3 month's notice to the Employer.

<PAGE>

5. NOTICE

5.01 Any notice  required to be given under this  Agreement  shall be in writing
and may be  delivered  personally,  telecopied,  or mailed from a post office by
prepaid,  registered  post  addressed to the  recipient  party at the  addresses
hereinbefore  set out or at such other  address of which  notice has been given.
Any notice  shall be deemed to have been  received  on the date of  delivery  if
personally delivered or telecopied, or if mailed, then on the third business day
following the date of mailing.

5.02 The Employer's  business  address and fax will be deemed for the purpose of
Notice as:

      Heng Fai Management Inc.
      Unit B, 13th Floor, Lippo Leighton Tower,
      103-109 Leighton Road
      Causeway Bay, Hong Kong,
      Telephone: (852) 2523 6573, Fax: (852) 2915 0724

6. ARBITRATION AND MITIGATION

6.01  Arbitration:  All matters and  differences  in relation to this  Agreement
shall be referred to the arbitration of a single arbitrator if the parties agree
on one and otherwise to three 3  arbitrators,  one to be appointed by each party
and a third to be  chosen  by the first  two  arbitrators  named.  The award and
determination of such arbitrator or arbitrators  shall be final and binding upon
the parties to this Agreement.  The provisions of the Hong Kong  arbitration act
shall govern any such  arbitration  proceedings  and the provisions of this case
shall be deemed to be a submission to  arbitration  within the provisions of the
said  arbitration  act. The cost of any such  arbitration  proceedings  shall be
borne equally by the parties hereto,  except that each party shall pay for their
own legal counsel.

6.02  Mitigation:  Tight shall not be required to mitigate  any amounts from any
payments  provided  for  in  this  Agreement  by  seeking  other  management  or
employment  contracts  or  otherwise  on  behalf  of the  Employer,  and no such
contracts or  compensation  or benefits  payable in connection  therewith  shall
reduce any amounts or benefits  to which the Tight would  otherwise  be entitled
under the terms of this Agreement.

7. ENTIRE AGREEMENT

7.01 This Agreement embodies the entire Agreement between the parties concerning
the matters set out herein and each party acknowledges that no  representations,
inducements promises or agreements,  orally or otherwise, which are not embodied
herein  have been made by either  party or by anyone  acting on behalf of either
party.  Any  modification  of this  Agreement will be effective only if it is in
writing and executed by both parties.

<PAGE>

8. MISCELLANEOUS

8.01 Except as hereinafter provided, this Agreement may not be assigned by Tight
without  the prior  written  consent  of the  Employer  provided  that Tight may
provide the employment  services  described herein through a corporation all the
voting shares of which are owned by the Tight, and to that extent may assign his
rights and obligations hereunder to such corporations.

8.02 The titles of headings to the respective paragraphs of this Agreement shall
be regarded as having been used for reference and convenience only.

8.03 All references to dollar amounts herein shall be in US funds.

8.04 This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns.

8.05 This Agreement  shall be governed by and interpreted in accordance with the
laws of Hong Kong.

8.06 Time shall be of essence in this Agreement.

8.07 If any  provision  of this  Agreement  is  held  by a  Court  of  competent
jurisdiction to be invalid, void or unenforceable, then the remaining provisions
hereof  shall  nevertheless  continue  in full  force and effect  without  being
impaired or invalidated in any way.

8.08 This  Agreement's  liability  shall be limited to only Heng Fai  Management
Inc. and any liability shall not be extended to include any associated  company,
related  company,   subsidiary  company,   (as  a  group  hereunder  called  the
"Companies"), director, and officer of these Companies or of Heng Fai Management
Inc.

WITNESS  WHEREOF the parties  hereto have executed this  Agreement as of the day
and year first above written.

THE COMMON SEAL OF
HENG FAI MANAGEMENT INC.           
was hereto affixed in the         ) 
presence of:                      ) 
                                  ) 
    LAU MAN TAK                   ) 
--------------------------        )                c/s
                                  ) 
/s/ Lau Man Tak                   ) 
--------------------------        )

<PAGE>

THE COMMON SEAL OF
TIGHT HOLD INVESTMENT LIMITED
was hereto affixed in the         ) 
presence of:                      ) 
                                  ) 
    NG HIN CHAU                   )      /s/ [ILLEGIBLE]
--------------------------        )              c/s
                                  ) 
/s/ [ILLEGIBLE]                   ) 
--------------------------        )