EXHIBIT 10G

                      CONSULTING AGREEMENT WITH STEVEN DONG


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                              CONSULTING AGREEMENT



         This Consulting  Agreement is made this 24th day of April,  1996 by and
between  Steven  Dong,  an  individual  at 2  Park  Plaza,  Suite  470,  Irvine,
California 92714  ("Consultant") and The Toen Group Inc., a Nevada  corporation,
with its principal offices at 2 Park Plaza, Suite 470, Irvine,  California 92714
("Client").

         WHEREAS,  Consultant is a Certified Public  Accountant and has over ten
(7)  years  of  experience  in  accounting  and in the  audit  of  publicly-held
companies; and

         WHEREAS,  Client  desires to retain the services of Consultant to serve
as Client's Chief Financial  Officer,  and to advise Client's Board of Directors
and its Audit Committee, and Consultant desires to serve Client on the terms and
conditions set forth below:

1.       Engagement

         Client agrees to engage Consultant as its Chief Financial Officer,  and
         to provide Client with advice and financial consulting services,  on an
         as-needed basis,  effective the date hereof and continuing  through the
         Initial Consulting Period (as defined below).

2.       Scope of Services to be Provided

         Consultant  hereby  accepts the  engagement on the terms and conditions
         set forth in the  Agreement  and agrees to provide the  services  which
         shall  consist of  establishing  internal  controls and  procedures  to
         effect  accurate and timely  preparation  of financial  statements  and
         regulatory  reports on Form 10-K, Form 10-Q and Form 8-K, and to be the
         individual  responsible for the preparation,  review and filing of such
         reports;  establishing  sales and  disbursement  systems;  establishing
         payroll and inventory methods; assisting Client's Board of Directors in
         the analysis of business  opportunities,  and debt and equity financing
         proposals;  preparing and/or timely reviewing of financial  projections
         and  preparing  budget;  preparing  capital  requirement  forecasts and
         corporate  finance  requirements,  the  coordination of Client's audit,
         including  preparation of audit schedules,  confirmations,  reports and
         responses to auditors;  and, the performance of such additional  duties
         as requested by Client's Board of Directors  (collectively  referred to
         herein  as the  "Services").  Consultant  may  not  assign  his  duties
         hereunder unless agreed to in writing with Client. Consultant's failure
         to perform the Services shall be deemed a voluntary termination of this
         Agreement by Consultant pursuant to Paragraph 12 hereof.

3.       Term

         This  Agreement  shall have an initial  will  expire June 30, 1996 (the
         "Initial   Consulting   Period");   thereafter,   this  Agreement  will
         automatically  be extended  on a month to month  basis (the  "Extension
         Period") unless  Consultant or Client shall serve written notice on the
         other  party  terminating  the  Agreement;   provided,   however,  that
         Consultant  and  client  shall  agree  in  writing  as to  Consultant's
         continuing  compensation.  Notice to terminate  shall be in writing and
         shall be  delivered  at least  ten  (10)  days  prior to the end of the
         Initial  Consulting  Period  or  any  subsequent  Extension  Period  as
         provided herein. In the event of termination pursuant to this Paragraph

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         3, neither party shall have any further rights or obligations hereunder
         after  the  effective  date  of  such  termination,   except  that  the
         obligation  of Client to pay fees  earned  and to  reimburse  costs and
         expenses  of  Consultant  incurred  prior  to  the  effective  date  of
         termination  in  performance  of the Services shall continue until such
         fees, costs, and expenses are paid in full by Client.

4.       Time and Effort of Consultant

         Consultant shall devote that amount of working time, as necessary, on a
         monthly basis, to fulfilling his obligations under this Agreement.  The
         particular  amount  of time may  vary  from day to day or week to week;
         provided  however,  that Consultant  shall allocate and be available to
         Client  for at least  eight (8) hours per  calendar  month.  Consultant
         agrees  that he will at all  times,  faithfully  and to the best of his
         experience,  ability,  and talents,  perform all the duties required of
         him under this Agreement.

5.       Compensation

         Compensation  to  Consultant  for  the  Services  provided  under  this
         Agreement shall consist of the following:

         (A)      For Services as Chief  Financial  Officer.  During the term of
                  the Agreement  Consultant shall be paid a base fee for serving
                  as Client's  Chief  Financial  Officer,  and providing  advice
                  regarding  general  financial and corporate affairs and growth
                  strategy,  at the rate of Five Thousand  Dollars  ($5,000) per
                  annum,  with such fee to be paid bi-monthly in arrears in cash
                  or in shares of Client's  common stock (the "Fee Shares"),  at
                  Client's sole discretion.

         (B)      Options. As incentive to execute this Agreement, Client grants
                  to Consultant the option to purchase shares of Client's common
                  stock (the "Option") consisting of 100,000 shares (the "Option
                  Shares"),  exercisable  at a price  of  $.10  per  share  (the
                  "Exercise Price").  Subject to Client's right to terminate, as
                  defined in Paragraph 12 hereunder,  the right of Consultant to
                  exercise  such  Option  will  vest to  Consultant  monthly  in
                  arrears over the Initial  Consulting  Term  beginning the date
                  hereof.

6.       Registration of Client's Shares

         As soon as possible following the date hereof, Client will register the
         Option  Shares,  and the Fee  Shares (if any) with the  Securities  and
         Exchange  Commission  under  a  Form  S-8  registration  statement.  At
         Client's  sole  discretion,  any such shares to be issued to Consultant
         may be issued  prior to  registration  in reliance on  exemptions  from
         registration  provided by Section  4(2) of the  Securities  Act of 1933
         (the "Act"),  Regulation D of the Act, and applicable  state securities
         laws.  Such shares shall be issued in reliance on  representations  and
         warranties of Consultant set forth herein.

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7.       Costs and Expenses

         Unless otherwise agreed and approved in writing between  Consultant and
         Client, all third party and out-of-pocket expenses,  filing fees, copy,
         and mailing expenses incurred by Consultant  performing  Services under
         this  Agreement  are the  responsibility  of  Consultant.  Any expenses
         incurred  with the  previous  approval  of Client in  carrying  out the
         Services set forth under this  Agreement  shall be reimbursed by Client
         within thirty (30) days of written notice by Consultant.

8.       Place of Services

         Except as  otherwise  mutually  agreed by  Consultant  and Client,  the
         Services provided by Consultant  hereunder will be performed  primarily
         through Client's offices in Irvine,  California, or such other place of
         business designated by Client as its principal office.

9.       Independent Contractor

         Consultant will act as an independent  contractor in the performance of
         duties  under  this   Agreement.   Accordingly,   Consultant   will  be
         responsible  for  payment of all  federal,  state,  and local  taxes on
         compensation  paid under this  Agreement,  including  income and social
         security taxes, unemployment insurance, and any other taxes or business
         license fees as may be required.

10.      No Agency Express or Implied

         This Agreement  neither  expressly nor impliedly creates a relationship
         of principal and agent between Consultant and Client. Consultant is not
         authorized  to enter into any  agreements  on behalf of Client.  Client
         expressly retains the right to approve, in its sole discretion, any and
         all  transactions  introduced  by  Consultant  (if any) and to make all
         final  decisions  with respect to  activities  undertaken by Consultant
         related to this Agreement.

11.      Nondisclosure and Nonuse of Confidential Information

         Consultant  acknowledges  that  non-public  information  concerning the
         finances, plans, strategies,  and overall business operations of Client
         is  highly  confidential  and  proprietary  to  Client   ("Confidential
         Information").  This  Confidential  Information  includes,  but  is not
         limited to, the following:

         (A)      Non-public  information  related to the  business  operations,
                  including  financial  and  accounting  information,  plans  of
                  operations, and potential mergers or acquisitions prior to the
                  public announcement of Client;

         (B)      Customer lists, call lists, and other non-public customer data
                  of Client;

         (C)      Memoranda,  notes, records, sketches, plans, drawings, and any
                  media used to store, communicate,  transmit, record, or embody
                  such Confidential Information of Client;

         (D)      Information treated, marked, or otherwise identified by Client
                  as confidential or as trade secrets.

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         Consultant acknowledges that such Confidential Information represents a
         legitimate,  valuable,  and  protectable  interest  of Client and gives
         Client a competitive  advantage,  which would  otherwise be lost if the
         Confidential  Information was improperly disclosed.  Consultant further
         acknowledges  that  unauthorized  or  improper  disclosure  or  use  of
         Confidential  Information  would  cause  Client  irreparable  harm  and
         injury.  Consultant therefore agrees that, in perpetuity or for as long
         as the  Confidential  Information  remains  confidential,  he will  not
         disclose or threaten to disclose the  Confidential  Information  to any
         person, partnership,  company, corporation, or to any other business or
         governmental organization or agency without the express written consent
         of Client, as the case may be. Consultant  further agrees not to use or
         threaten  to use the  Confidential  Information  in any way that is not
         specifically  authorized by, or otherwise  contrary to the interests of
         Client,  as the  case  may  be.  Consultant  agrees  that  unauthorized
         disclosure   or   use   of   Confidential    Information    constitutes
         misappropriation   of  trade  secrets  and  confidential   information.
         Consultant further agrees that all ownership rights to the Confidential
         Information  are held or  retained  by Client,  as the case may be, and
         that no right of ownership  shall pass to  Consultant by virtue of this
         Agreement or the Services provided hereunder.

12.      Termination

         (A)      Termination for Disability.  If during the Initial  Consulting
                  Period,  Consultant shall be unable to provide the services as
                  set forth under this  Agreement  for twenty (20) business days
                  because of  illness,  accident,  or other  incapacity,  Client
                  shall have the right to  immediately  terminate this Agreement
                  upon written  notice to  Consultant  after the end of any such
                  20-day period. Termination under this Paragraph 12(A) shall be
                  effective upon receipt by Consultant of such written notice.

         (B)      Death. In the event of Consultant's  death, this Agreement and
                  all rights and  obligations  hereunder  shall  immediately  be
                  terminated.

         (C)      Termination  for Cause.  Client may, at its option,  terminate
                  this  Agreement by giving  written  notice of  termination  to
                  Consultant  without prejudice to any other remedy to which the
                  Client may be entitled either at law, in equity, or under this
                  Agreement, if Consultant:

                    (i)  Willfully  breaches or neglects the duties, or fails to
                         timely provide the Services as required under the terms
                         of this Agreement;

                    (ii) Fails  to  promptly  comply  with  and  carry  out  the
                         directives of Client's Board of Directors;

                    (iii)Commits any  dishonest or unlawful act, in the judgment
                         of Client's Board of Directors;

                    (iv) Engages in any conduct  which  disrupts the business of
                         Client or any entity affiliated with Client;

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                    (v)  Fails to produce work product which, in the judgment of
                         Client's Board of Directors, is necessary for Client to
                         comply with  requests  from  auditors  or  Consultant's
                         successor, or to timely file reports required of it.

                    (vi) Is  found  to have  engaged  in  conduct,  prior  to or
                         subsequent to the date hereof, that may preclude Client
                         from obtaining any local,  state or federal  regulatory
                         approval  of  Client's  intent,  or  application  for a
                         license,  to  own  an  interest  in or to  operate  any
                         regulated business.

               (D)  Termination  Other  Than For  Cause.  This  Agreement  shall
                    terminate  immediately  on the  occurrence of any one of the
                    following events:

                    (i)  The  occurrence  of  circumstances,  in the judgment of
                         Client's Board of Directors, that make it impracticable
                         for Client to continue its present line of business;

                    (ii) The  decision  of and  upon  notice  by  Consultant  to
                         voluntarily terminate this Agreement;

                    (iii) The loss by Consultant of legal capacity;

                    (iv) If  either  party  files  a  petition  in  a  court  of
                         bankruptcy or is adjudicated a bankrupt;

                    (v)  If either party institutes,  or has instituted  against
                         it any  bankruptcy  proceeding for  reorganization  for
                         rearrangement of the party's financial affairs;

                    (vi) If either party has a receiver of the party's assets or
                         property appointed because of insolvency;

                    (vii)If  either  party  makes a general  assignment  for the
                         benefit of creditors; or

                    (viii) If either party otherwise becomes insolvent or unable
                         to  timely  satisfy  all  obligations  in the  ordinary
                         course of business.

         (E)      Effect of  Termination  on  Compensation.  In the event of the
                  termination  of this  Agreement  Other Than for Cause prior to
                  the expiration of the Initial  Consulting  Period,  Consultant
                  shall be entitled to the compensation  earned, and to exercise
                  by appropriate payment therefore the Option Shares exercisable
                  prior  to the  date of  termination  as  provided  for in this
                  Agreement.   Consultant   shall  be  entitled  to  no  further
                  compensation after the date of termination.

                                                          [TOEN\AGR:DONGCON.AGR]

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13.      Representations and Warranties of Client

         Client represents and warrants to Consultant that:

          (A)  Corporate  Existence.  Client is a  corporation  duly  organized,
               validly  existing,  and in good  standing  under  the laws of the
               State of Nevada,  with corporate  power to own property and carry
               on its business as it is now being conducted.

          (B)  Financial  Information.  Client has or will cause to be delivered
               concurrently with the execution of this Agreement,  copies of the
               Disclosure  Documents  (as defined in Paragraph  14(D)(1))  which
               accurately set forth the financial  condition of Client as of the
               respective dates of such documents.

          (C)  Capitalization.  The  capitalization of Client is, as of the date
               hereof,  comprised  of  Thirty  Million  (30,000,000)  shares  of
               authorized  $.01 par  value  common  stock of which no more  than
               Twenty  Eight   Million   (28,000,000)   shares  are  issued  and
               outstanding,  with Two Hundred Fifty Thousand (250,000) shares of
               Series B Convertible  Preferred  Stock issued and outstanding and
               Eighteen  Million  (18,000,000)  Warrants and Options to purchase
               common  stock  which,  upon  exercise  will  result  in at  least
               Eighteen Million  (18,000,000)  additional shares of common stock
               being  issued.  All issued  and  outstanding  shares are  legally
               issued,  fully  paid,  and  nonassessable,  and are not issued in
               violation of the preemptive or other right of any person.

          (D)  No Conflict.  This Agreement has been duly executed by Client and
               the execution and performance of this Agreement will not violate,
               or  result  in a  breach  of,  or  constitute  a  default  in any
               agreement,  instrument, judgment, decree or order to which Client
               is a party or to which Client is subject, nor will such execution
               and  performance  constitute  a  violation  or  conflict  of  any
               fiduciary duty to which Client is subject.

          (E)  Full Disclosure.  The information  concerning  Client provided to
               Consultant pursuant to this Agreement is, to the best of Client's
               knowledge  and belief,  complete  and  accurate  in all  material
               respects and does not contain any untrue  statement of a material
               fact or omit  to  state a  material  fact  required  to make  the
               statements made, in light of the  circumstances  under which they
               were made, not misleading.

          (F)  Date   of   Representations   and   Warranties.   Each   of   the
               representations  and  warranties  of  Client  set  forth  in this
               Agreement  is true and correct at and as of the date of execution
               of this Agreement.

14.      Representations and Warranties of Consultant

         Consultant represents and warrants to Client that:

         (A)      Prior Experience.  Consultant has extensive  experience in the
                  area of auditing  publicly-held  companies and the preparation
                  of financial  statements,  establishment  of internal  control
                  procedures,  debt and equity financing,  budgeting and capital
                  requirement analysis.

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          (B)  No Conflict.  This Agreement has been duly executed by Consultant
               and the  execution and  performance  of this  Agreement  will not
               violate, or result in a breach of, or constitute a default in any
               agreement,   instrument,  judgment,  decree  or  order  to  which
               Consultant is a party or to which Consultant is subject, nor will
               such execution and performance constitute a violation or conflict
               of any fiduciary duty to which Consultant is subject.

          (C)  No  Litigation.  Consultant  is not a  defendant,  nor  plaintiff
               against whom a counterclaim has been asserted, in any litigation,
               pending or  threatened,  nor has any material  claim been made or
               asserted  against  Consultant,  nor  are  there  any  proceedings
               threatened  or  pending  before  any U.S.  or other  territorial,
               federal, state or municipal government, or any department, board,
               body or agency thereof, involving as of the date hereof, that may
               entitle a  successful  litigant to a claim  against any assets of
               Consultant, or interfere in any way with the duties of Consultant
               hereunder.

          (D)  Registration  and/or  Exemption  of Client's  Shares.  Consultant
               understands  and  acknowledges  that the Option Shares issued and
               any Fee  Shares  issued  pursuant  to  this  Agreement  prior  to
               registration will be so issued in reliance on the exemptions from
               registration  provided by Section 4(2) or Regulation D of the Act
               and  applicable  state  securities  laws.   Representations   and
               warranties  by  Consultant  in this  Paragraph  will be used  and
               relied upon by Client to  determine  whether any issuance of such
               shares may be made to Consultant  pursuant hereto, and Consultant
               will notify  Client  immediately  of any material  changes to the
               representations   made  herein.   In  this   regard,   Consultant
               represents and warrants that:

               (1)  Consultant  has been  furnished with a copy of Client's most
                    recent Annual Report on Form 10-KSB and 10-K and all reports
                    or  documents  required  to be filed under  Sections  13(a),
                    14(a),  and 15(d) of the Securities and Exchange Act of 1934
                    ("Exchange  Act"),  including  but not limited to  quarterly
                    reports on Form 10-QSB or 10-Q, Current Reports on Form 8-K,
                    and  Proxy  Statement  (the  "Disclosure   Documents").   In
                    addition,  Consultant  has been furnished with a description
                    of Client's  capital  structure and any material  changes in
                    Client's   financial   condition  that  may  not  have  been
                    disclosed in the Disclosure Documents.

               (2)  Consultant  has had the  opportunity  to ask  questions  and
                    receive  answers  concerning  the  terms and  conditions  of
                    Client's shares to be issued pursuant to this Agreement, and
                    to obtain any additional  information which Client possesses
                    or  can  acquire  without  unreasonable  effort  or  expense
                    necessary  to verify the accuracy of  information  furnished
                    under this Paragraph.

               (3)  By  reason  of  Consultant's  knowledge  and  experience  in
                    financial and business  matters in general,  and investments
                    in  particular,  Consultant  is  capable of  evaluating  the
                    merits  and risks of this  transaction  and in  bearing  the
                    economic  risks of an  investment  in Client's  shares,  and
                    Client in  general,  and fully  understand  the  speculative
                    nature of such securities and the possibility of such loss.

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               (4)  Consultant is fully aware that any of Client's shares issued
                    to   Consultant   pursuant  to  this   Agreement   prior  to
                    registration  will be "Restricted  Securities" as defined by
                    Rule 144 of the Act,  and that any resale of such  shares by
                    Consultant may be governed by Rule 144.

               (6)  Consultant will not sell,  transfer or otherwise  dispose of
                    any of Client's  shares  issued  pursuant to this  Agreement
                    prior to registration except in compliance with the Act.

               (7)  Any and all certificates representing any of Client's shares
                    issued   pursuant  to  this   Agreement   issued   prior  to
                    registration  of such  shares,  and  any and all  securities
                    issued in  replacement  thereof  or in  exchange  therefore,
                    shall bear the following legend:

                                    "The shares  represented by this certificate
                                    have   not   been   registered   under   the
                                    Securities  Act of 1933 (the  "Act") and are
                                    "restricted  securities"  as  that  term  is
                                    defined  in Rule  144  under  the  Act.  The
                                    shares may not be offered for sale, sold, or
                                    otherwise  transferred except pursuant to an
                                    effective  Registration  Statement under the
                                    Act  or  pursuant  to  an   exemption   from
                                    registration under the Act, the availability
                                    of  which  is  to  be   established  to  the
                                    satisfaction of the Company."

         (E)      Full   Disclosure.   Consultant's   resume,   and  all   other
                  information  concerning Consultant provided to Client pursuant
                  to this  Agreement is, to the best of  Consultant's  knowledge
                  and belief, complete and accurate in all material respects and
                  does not contain any untrue  statement  of a material  fact or
                  omit to state a material fact required to make the  statements
                  made,  in light of the  circumstances  under  which  they were
                  made, not misleading.

         (F)      Non-Compete and Related Agreements.

                  Consultant agrees that during the  Non-competition  Period (as
                  herein  defined),  unless  otherwise  agreed  with  Client  in
                  writing, he will not:

                  (i)      directly  or   indirectly   own,   manage,   control,
                           participate  in, lend his name to, act as  consultant
                           or  advisor  to, or render  services  to (alone or in
                           association with any other person, firm,  corporation
                           or other business  organization) any person or entity
                           engaged in any business  similar to or related in any
                           way to the  business  conducted  by  Client  anywhere
                           within the continental United States,

                  (ii)     have  any  interest  directly  or  indirectly  in any
                           business  engaged  in  any  business  similar  to  or
                           related  in  any  way to the  business  conducted  by
                           Client  (provided  that  nothing  herein will prevent
                           Consultant from owning in the aggregate not more than
                           five  percent  (5%) of the  outstanding  stock of any
                           class of a corporation  engaged in the business which
                           is publicly traded, so long as

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                           Consultant has not participated in the management or
                           conduct of business of such corporation),

                  (iii)    induce or attempt to induce any other employee of the
                           Client  to leave  the  employ  of the  Client  or its
                           affiliates,   or  in  any  way  interfere   with  the
                           relationship   between   the  Client  and  any  other
                           employee of Client or its affiliates, or

                  (iv)     induce or attempt to induce any  customer,  supplier,
                           franchisee,  licensee,  or other business relation of
                           Client or any  affiliate  of  Client  to cease  doing
                           business  with the Client or any affiliate of Client,
                           or in any way interfere with the relationship between
                           any customer,  franchisee or other business  relation
                           and Client or any  affiliate  of Client,  without the
                           prior written consent of Client's Board of Directors.

                  For purposes of this Agreement, "Non-competition Period" shall
                  mean the period commencing as of the date hereof and ending on
                  the second  anniversary of the date on which  Consultant shall
                  not  be  engaged  by  Client;   provided  that  in  the  event
                  Consultant's  engagement hereunder is terminated by Client for
                  any  reason  other than  Cause or other  than as  provided  in
                  Paragraph 12 above,  "Non-competition  Period"  shall mean the
                  period  commencing  as of the date  hereof  and  ending on the
                  second anniversary date of the termination hereof.

                  (ii)     If, at the time of  enforcement  of any provisions of
                           Paragraph 12 above, a court of competent jurisdiction
                           holds  that  the  restrictions   stated  therein  are
                           unreasonable under  circumstances then existing,  the
                           parties hereto agree that the maximum period or scope
                           reasonable   under   such   circumstances   will   be
                           substituted for the stated period or scope.

                  (iii)    Consultant  agrees  that the  covenants  made in this
                           Paragraph   shall  be   construed   as  an  agreement
                           independent of any other provision of this Agreement,
                           and shall survive the  termination  of this Agreement
                           for a period of two (2) years.

         (G)      Soliciting   Customers   After   Termination   of   Agreement.
                  Consultant  shall not for a period  two (2) years  immediately
                  following  the  termination  of his  engagement  with  Client,
                  either directly or indirectly:

               (i)  make known to any person,  firm or corporation  the names or
                    addresses  of any of the  customers  of  Client or any other
                    information pertaining to them; or,

               (ii) call on, solicit, or take away, attempt to call on, solicit,
                    to take  away any of the  customers  of  Client  on whom the
                    Consultant  called  or became  acquainted  with  during  its
                    engagement  with Client,  either for itself or for any other
                    person, firm or corporation.

         (H)      Date  of   Representations   and   Warranties.   Each  of  the
                  representations and warranties of Consultant set forth in this
                  Agreement  is  true  and  correct  at and as of  the  date  of
                  execution of this Agreement.

                                                          [TOEN\AGR:DONGCON.AGR]

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15.      Indemnification

         Client and  Consultant  agree to indemnify,  defend and hold each other
         harmless  from  and  against  all  demands,  claims,  actions,  losses,
         damages, liabilities, costs and expenses, including without limitation,
         interest,  penalties and attorneys' fees and expenses  asserted against
         or imposed or incurred by either party by reason of or resulting from a
         breach  of  any  representation,   warranty,  covenant,  condition,  or
         agreement of the other party to this Agreement.

16.      Agreement Does not Contemplate Corrupt Practice - Domestic or Foreign

         Any and all payments under this Agreement  constitute  compensation for
         services  performed and this  Agreement and all payments and the use of
         the payments by  Consultant,  do not and shall not constitute an offer,
         payment, or promise or authorization of payment of any money or gift to
         an official or political party of, or candidate for political office in
         any  jurisdiction  within or outside the United States.  These payments
         may not be used to influence any act or decision of an official,  party
         or candidate to use  his/her/its  influence with a government to assist
         Client in obtaining, retaining, or directing business to Client, or any
         person or other corporate entity.  As used in this paragraph,  the term
         "official" means any officer or employee of a government, or any person
         acting in an official capacity for or on behalf of any government;  the
         term "government"  includes any department,  agency, or instrumentality
         of a government.

17.      Inside Information - Securities Laws Violations

         In the course of the  performance of his duties,  Consultant may become
         aware of  information  which  may be  considered  "inside  information"
         within  the  meaning  of  the  Federal   Securities   Laws,  Rules  and
         Regulations.  Consultant  acknowledges that his use of such information
         to purchase or sell  securities  of Client,  or its  affiliates,  or to
         transmit such  information  to any other party with a view to buy, sell
         or otherwise  deal in the  securities  of Client or its  affiliates  is
         prohibited by law and would  constitute a breach of this  Agreement and
         notwithstanding  the provisions of this  Agreement,  will result in the
         immediate termination of the Agreement.

18.      Exclusive Services

         Consultant  agrees  that the  Services  to be  provided  hereunder  are
         exclusive and, accordingly, Consultant shall not render services of the
         same nature or of a similar  nature to any other  individual  or entity
         during the term hereof without the written consent of Client;  provided
         that,  if  Consultant  wishes to consult to or provide  services to any
         other party, Consultant may voluntarily terminate this Agreement at any
         time pursuant and subject to the provisions of Paragraph 12 hereof.  On
         the other hand, Consultant understands and agrees that Client shall not
         be  prevented  or barred from  retaining  other  persons or entities to
         provide  services  of the same or similar  nature as those  provided by
         Consultant.

                                                          [TOEN\AGR:DONGCON.AGR]

                                                      - 10 -

<PAGE>



19.      Specific Performance

         Consultant and Client acknowledge that in the event of a breach of this
         Agreement by either party,  money  damages would be inadequate  and the
         non-breaching party would have no adequate remedy at law.  Accordingly,
         in the event of any  controversy  concerning  the rights or obligations
         under this Agreement,  such rights or obligations  shall be enforceable
         in a court of equity by a decree of specific performance.  Such remedy,
         however, shall be cumulative and non-exclusive and shall be in addition
         to any other remedy to which the parties may be entitled.

20.      Miscellaneous

          (A)  Subsequent Events. Consultant and Client each agree to notify the
               other party if, subsequent to the date of this Agreement,  either
               party incurs obligations which could compromise their efforts and
               obligations under this Agreement.

          (B)  Amendment.  This Agreement may be amended or modified at any time
               and in any manner only by an  instrument  in writing  executed by
               the parties hereto.

          (C)  Further  Actions  and  Assurances.  At any time and from  time to
               time, each party agrees, at its or their expense, to take actions
               and  to  execute  and  deliver  documents  a  may  be  reasonably
               necessary to effectuate the purposes of this Agreement.

          (D)  Waiver. Any failure of any party to this Agreement to comply with
               any of its obligations,  agreements,  or conditions hereunder may
               be waived in  writing  by the  party to whom such  compliance  is
               owed.  The failure of any party to this  Agreement  to enforce at
               any time any of the provisions of this Agreement  shall in no way
               be construed to be a waiver of any such  provision or a waiver of
               the right of such party thereafter to enforce each and every such
               provision. No waiver of any breach of or non-compliance with this
               Agreement shall be held to be a waiver of any other or subsequent
               breach or non- compliance.

          (E)  Assignment.  Neither this  Agreement  nor any right created by it
               shall be  assignable  by  Consultant  without  the prior  written
               consent of Client.

          (F)  Notices. Any notice or other communication  required or permitted
               by this  Agreement  must be in writing  and shall be deemed to be
               properly  given  when  delivered  in person to an  officer of the
               other  party,  when  deposited  in the  United  States  mails for
               transmittal by certified or registered mail, postage prepaid,  or
               when deposited with a public  telegraph  company for transmittal,
               or when sent by facsimile transmission charges prepared, provided
               that the communication is addressed:

                                                          [TOEN\AGR:DONGCON.AGR]

                                                      - 11 -

<PAGE>



                  (1)      In the case of Client:

                           The Toen Group Inc.
                           2 Park Plaza, Suite 470
                           Irvine, California  92714
                           Telephone:       (714) 833-2094
                           Telefax:         (714) 833-7854

                  (2)      In the case of Consultant:

                           Steven Dong
                           2 Park Plaza, Suite 470
                           Irvine, California  92714
                           Telephone:       (714) 833-2094
                           Telefax:         (714) 833-7854

                  or to such other person or address designated by Client or
                  Consultant to receive notice.

         (G)      Headings.  The  paragraph  and  subparagraph  headings in this
                  agreement  are  inserted  for  convenience  only and shall not
                  affect  in any  way  the  meaning  or  interpretation  of this
                  Agreement.

         (H)      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.

         (I)      Governing  Law.  This  Agreement was  negotiated  and is being
                  contracted  for in the  State  of  California,  and  shall  be
                  governed  by the  laws of the  State  of  California,  notwith
                  standing any conflict-of-law provision to the contrary.

         (J)      Binding  Effect.  This  Agreement  shall be  binding  upon the
                  parties hereto and inure to the benefit of the parties,  their
                  respective heirs, administrators,  executors,  successors, and
                  assigns.

         (K)      Entire Agreement. This Agreement contains the entire agreement
                  between the parties  hereto and  supersedes  any and all prior
                  agreements,   arrangements,   or  understandings  between  the
                  parties  relating to the subject matter of this Agreement.  No
                  oral understan  dings,  statements,  promises,  or inducements
                  contrary   to  the   terms  of  this   Agreement   exist.   No
                  representations, warranties, covenants, or conditions, express
                  or implied,  other than as set forth herein, have been made by
                  any party.

         (L)      Severability.  If any part of this  Agreement  is deemed to be
                  unenforceable  the balance of the  Agreement  shall  remain in
                  full force and effect.

                                                          [TOEN\AGR:DONGCON.AGR]

                                                      - 12 -

<PAGE>


          (M)  Facsimile   Counterparts.   A  facsimile,   telecopy,   or  other
               reproduction  of this  Agreement  may be  executed by one or more
               parties  hereto  and  such  executed  copy  may be  delivered  by
               facsimile of similar instantaneous electronic transmission device
               pursuant to which the signature of or on behalf of such party can
               be seen,  and such  execution  and delivery  shall be  considered
               valid, binding and effective for all purposes.  At the request of
               any party  hereto,  all  parties  agree to execute an original of
               this  Agreement  as  well as any  facsimile,  telecopy  or  other
               reproduction hereof.

          (N)  Termination of Any Prior  Agreements.  Effective the date hereof,
               all prior rights of Consultant relating to the accrual or payment
               of any form of  compensation  or other benefits from Client based
               upon any agreements other than this Agreement, whether written or
               oral,   entered  into  prior  to  the  date  hereof,  are  hereby
               terminated.

          (O)  Consolidation  or Merger.  Subject to the provisions of Paragraph
               12 hereof,  in the event of a sale of the stock, or substantially
               all of the stock, of Client, or consolidation or merger of Client
               with  or into  another  corporation  or  entity,  or the  sale of
               substantially  all of the  operating  assets  of  the  Client  to
               another corporation,  entity or individual, Client may assign its
               rights   and   obligations    under   this   Agreement   to   its
               successor-in-interest  and  such  successor-in-interest  shall be
               deemed to have acquired all rights and assumed all obligations of
               Client hereunder;  provided,  however, that in no event shall the
               duties and  services of  Consultant  provided  for in Paragraph 2
               hereof, or the responsibilities, authority or powers commensurate
               therewith,  change in any  material  respect  as a result of such
               sale of stock, consolidation, merger or sale of assets.

          (P)  Time is of the Essence.  Time is of the essence of this Agreement
               and of each and every provision hereof.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date above written.

                                        "Consultant"


                                         /s/ Steven Dong
                                        ---------------------------------------
                                             Steven Dong

                                        "Client"
                                        THE TOEN GROUP INC.
                                        a Nevada corporation



                                        By:  /s/  Fred G. Luke
                                             ----------------------------------
                                        Name:     Fred G. Luke
                                        Title:    President

                                                          [TOEN\AGR:DONGCON.AGR]

                                                      - 13 -