EXHIBIT 10F

                    CONSULTING AGREEMENT WITH JOHN D. DESBROW

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                              CONSULTING AGREEMENT



         This  Consulting  Agreement is made this 23rd day of July,  1996 by and
between  John D.  Desbrow,  Attorney at Law  ("Consultant")  and The Toen Group,
Inc., a Nevada  corporation,  with its principal offices at 2 Park Plaza,  Suite
470, Irvine, California 92614 ("Client").

         WHEREAS,  Consultant  is an attorney  licensed  to practice  law in the
State of California; and

         WHEREAS, Consultant has served a Director of Client since September 28;
and

         WHEREAS,  Consultant  has billed  Client  $1,000 per month for services
rendered from October 1, 1994 to the present; and

         WHEREAS,  the parties desire to  memorialize  the  compensation  due to
Consultant for past services  rendered and to state the terms and conditions for
the rendering of future services through December 31, 1996.

         NOW,  THEREFORE,  in consideration  of mutual  promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt  and  sufficiency  of which  is  hereby  acknowledge,  the  Company  and
Consultant agree as follows:

1.       Prior and Future Services

         The parties  confirm  that  Consultant  has been  engaged to serve as a
         Director of Client since  September 28, 1994.  This agreement  confirms
         Consultant's  engagement and confirms the Consultant will be engaged in
         his present capacity through December 31, 1996.

2.       Scope of Services to be Provided

         The services  provided shall consist of all corporate  duties  commonly
         performed by the Director of a publicly held company.

3.       Term

         This  Agreement  shall  have a term  expiring  on  December  31,  1996;
         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.
         Notice to terminate shall be in writing and shall be delivered at least
         ten (10) days prior to December  31, 1996 or any  subsequent  Extension
         Period as provided herein. In the event of termination pursuant to this
         Paragraph 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.

                                                              [JDD\AGR\TOEN.AGR]

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4.       Time and Effort of Consultant

         Consultant shall devote that amount of working time, as necessary, on a
         weekly basis, to fulfilling his obligations  under this Agreement.  The
         particular  amount  of time may  vary  from day to day or week to week;
         Client understands that Consultant has other clients which require some
         of  Consultant's  professional  time,  but which do not  conflict  with
         Consultant's  obligations hereunder.  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)      Director's  Fee.  Commencing  September  28, 1994,  Consultant
                  shall be paid a base fee for  serving as a member of  Client's
                  Board of Directors, at the monthly rate of $1,000.

6.       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.

7.       Place of Services

         The  Services  provided  by  Consultant  hereunder  will  be  performed
         primarily  through  Client's offices in Irvine,  California,  except as
         otherwise  mutually  agreed by Consultant and Client.  It is understood
         and  expected  that  Consultant  may make  contacts  with  persons  and
         entities and perform services in other locations as deemed  appropriate
         and directed by Client.

8.       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.

9.      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.

                                                              [JDD\AGR\TOEN.AGR]

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10.      Nondisclosure and Nonuse of Confidential Information

         Consultant agrees 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.

         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.

11.      Termination

         (A)      Termination  for  Disability.  If prior to December  31, 1996,
                  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 terminate  this Agreement upon written
                  notice to Consultant within ten (10) days 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.

                                                              [JDD\AGR\TOEN.AGR]

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         (C)      Termination  for  Cause.   The  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.

          (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(s) 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  for Other Than Cause prior to
                  December  31,  1996,  Consultant  shall  be  entitled  to  the
                  compensation earned, and to the Option Shares accrued 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.

                                                              [JDD\AGR\TOEN.AGR]

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12.      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)      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.

         (C)      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.

13.      Representations and Warranties of Consultant

         Consultant represents and warrants to Client that:

          (A)  Prior  Experience.  Consultant  has  extensive  experience in the
               practice of general business and securities law.

          (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)  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.

14.      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.  Client and Consultant
         agree to execute a separate Indemnification Agreement.

                                                              [JDD\AGR\TOEN.AGR]

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15.      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.

16.      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.

17.      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.

                                                              [JDD\AGR\TOEN.AGR]

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         (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:

                  (1)      In the case of Client:

                           The Toen Group, Inc.
                           2 Park Plaza, Suite 470
                           Irvine, CA  92614
                           Telephone:  (714) 833-2094
                           Telefax:  (714) 833-7854

                  (2)      In the case of Consultant:

                           John D. Desbrow
                           1406 Estelle
                           Newport Beach, CA 92660
                           (714) 645-9833

                  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  understandings,  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.

                                                              [JDD\AGR\TOEN.AGR]

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          (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.

          (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/  John D. Desbrow
                                        ---------------------------------------
                                             John D. Desbrow

                                        "Client"
                                        THE TOEN GROUP, INC.
                                        a Nevada corporation


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

                                                              [JDD\AGR\TOEN.AGR]

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