EXHIBIT 10D

           ADVISORY AND MANAGEMENT AGREEMENT WITH NUVEN ADVISORS, INC.

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                        ADVISORY AND MANAGEMENT AGREEMENT



         THIS ADVISORY AND MANAGEMENT  AGREEMENT  ("Agreement") is made this 1st
day of February,  1994  effective the first day the Services (as defined  below)
were first  rendered by and between NuVen  Advisors,  Inc. a Nevada  corporation
("Advisor") with offices at 2 Park Plaza,  Suite 470,  Irvine,  California 92714
and The Toen Group Inc., a Nevada corporation with its principal offices at 3753
Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89109 ("Client").

         WHEREAS,  Advisor  and  Advisor's  personnel  have  numerous  years  of
experience   in   managing   and  in   performing   administrative   duties  for
privately-held companies and development stage investment opportunities; and

         WHEREAS,  Client desires to retain the Services of Advisor, and Advisor
desires to provide the Services  (as defined  below) for Client on the terms and
conditions set forth below.

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

1.       Engagement

         Client  hereby  engages  Advisor  to  provide  Client  with  merger and
         acquisition advice, and management and general administrative  services
         ("Advisor's personnel"), and Advisor accepts such engagement.

2.       Scope of Services to be Provided

         Advisor, subject to the control,  direction and supervision of Client's
         Board of Directors,  and in conformity with applicable  laws,  Client's
         Articles of Incorporation,  By-laws, registration statements,  business
         plan objectives, policies and restrictions, shall provide the following
         Services,  excluding the compensation to Advisor's  employees or agents
         covered under separate agreements,  if any, and their related expenses,
         as provided below:

         (A)      Management of Assets.  Advisor will manage the Client's assets
                  including, by way of illustration, the evaluation of pertinent
                  economic,   statistical,   financial   and  other  data,   and
                  formulation  and/or  implementation  of a  corporate  business
                  plan; and

         (B)      Management of Operations.  Advisor will conduct and manage the
                  day-to-day  operations  of  the  Client  including,  by way of
                  illustration,  the furnishing of routine  legal,  supervisory,
                  accounting and administrative services, and the supervision of
                  the  Client's  administrative  personnel,  except for services
                  provided by outside counsel selected by Client; and

         (C)      Administrative  Facilities.  Advisor  will  furnish  to Client
                  office space, facilities,  equipment and personnel adequate to
                  provide the Services.

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3.       Term

         This  Agreement  shall  have an  initial  term of three (3) years  (the
         "Initial Advisory  Period"),  with an effective date retroactive to the
         date the  Services  were first  performed  by Advisor,  which was on or
         about June 1, 1993. At the conclusion of the Initial  Advisory  Period,
         this Agreement will automatically be extended on a month to month basis
         (the  "Extension  Period") unless Advisor or Client shall serve written
         notice on the other party terminating the Agreement; provided, however,
         that  Advisor  and  Client  shall  agree  in  writing  as to  Advisor's
         continuing  compensation  during any  Extension  Period.  Any notice to
         terminate given hereunder shall be in writing and shall be delivered at
         least ten (10) days prior to the end of the Initial  Advisory Period or
         any subsequent Extension Period.

4.       Time and Effort of Advisor

         Advisor shall cause Advisor's  personnel to devote that amount of time,
         as necessary,  on a weekly basis, to fulfilling  Advisor's  obligations
         under this Agreement.  The particular  amount of time may vary from day
         to day or week to week. Advisor  unconditionally  agrees that Advisor's
         personnel, or his replacement, will at all times, faithfully and to the
         best of his experience,  ability,  and talents,  perform all the duties
         required of Advisor under this Agreement.

5.       Compensation

         Client  agrees  to  pay  Advisor  the  following   (collectively,   the
         "Consideration") for the Services rendered hereunder:

         (A)      The  Services.  The  Client  shall  pay  to  the  Advisor,  as
                  compensation for the Services rendered,  facilities  furnished
                  and expenses  paid by the Advisor,  a monthly fee equal to Ten
                  Thousand Dollars ($10,000). Such fee shall be payable for each
                  calendar  month as soon as  practicable  after the end of that
                  month.

         (B)      Options. As incentive to execute this Agreement, Client grants
                  to Advisor the option to purchase  Client's  common stock (the
                  "Option")  consisting of One Hundred Thousand (100,000) shares
                  (the  "Option  Shares"),  exercisable  at a price of $1.00 per
                  share (the"Exercise  Price"). The right of Advisor to exercise
                  such Option will vest to Advisor upon execution hereof.

                  The parties  acknowledge that the  consideration  for Client's
                  shares  to be  delivered  to  Advisor  shall  consist  of  the
                  Services  rendered to Client,  and that  Advisor is  accepting
                  payment in shares as an  accommodation  to Client.  Client and
                  Advisor   acknowledge   that  Advisor  may  be  considered  an
                  affiliate subject to Section 16(b) of the Securities  Exchange
                  Act of 1934 and, in this regard, Client and Advisor agree that
                  for purposes of any "profit"  computation  under Section 16(b)
                  the price paid for the Fee Shares is equal to the Base Fee.

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6.       Role of Advisor

         The Advisor,  and any person controlled by or under common control with
         the  Advisor,  shall be free to render  similar  services to others and
         engage in other  activities,  so long as the  Services  rendered to the
         Client are not impaired.

         Except as otherwise  required by the  Investment  Company Act of 1940 (
         the "1940  Act"),  any of the  shareholders,  directors,  officers  and
         employees  of the  Client  may  be a  shareholder,  trustee,  director,
         officer or employee of, or be otherwise interested in, the Advisor, and
         in any person  controlled by or under common  control with the Advisor,
         and the Advisor and any person  controlled  by or under common  control
         with the Advisor, may have an interest in the Client.

         Except as otherwise agreed, in the absence of willful misfeasance,  bad
         faith,  negligence or reckless or reckless  disregard or obligations or
         duties  hereunder  on the part of the Advisor or  Advisor's  personnel,
         Advisor  shall not be subject to  liability  to the  Client,  or to any
         shareholder of the Client, for any act or omission in the course of, or
         connected with, rendering services hereunder or for any losses that may
         be sustained in the purchase,  management, holding or sale of any asset
         of or security issued by Client.

7.       Other Services

         If, as a result of  providing  the  Services or  otherwise,  Advisor is
         successful  in  effecting  a merger or  reverse  acquisition  between a
         Business Opportunity and Client (a "Business Combination"), in addition
         to the Advisory Fee set forth in Paragraph 5A, above,  Advisor shall be
         entitled to a Finder's  Fee.  Such  Finder's  Fee shall be equal to ten
         percent (10%) of the value of each  transaction and shall be payable at
         the close of each and every  transaction  in cash,  notes,  or  capital
         stock of Client,  or other  consideration as the parties shall mutually
         agree. Such agreement as to the make-up of such consideration  shall be
         reduced to writing prior to the  execution  and a definitive  agreement
         between Client, and the prospective purchaser/seller.  Failing to reach
         an agreement as to the make-up of such Finder's Fee, Client agrees that
         such fee shall  consist  solely of cash. In the event that the Finder's
         Fee contains  capital stock  ("Finders Fee Shares"),  unless  otherwise
         mutually agreed between the parties in writing, such stock to be issued
         to  Advisor  shall be valued  at the  average  bid price of such  stock
         during the ten (10) days  preceding  the  execution  of the  definitive
         agreement  relative  to  such  Business  Combination,   or  any  public
         announcement  related to such  transaction,  whichever  is the  earlier
         date.

         In the event that the Finder's Fee Arrangement calls for capital stock,
         unless  otherwise  mutually agreed to by the parties,  such stock to be
         issued to  Consultant  shall be valued  at fifty  percent  (50%) of the
         average  bid  price,  or if no bid price then the book  value,  of such
         stock during the thirty  days'  preceding  execution of the  definitive
         agreement   relating  to  such  Business   Combination  or  any  public
         announcement  related to such  Business  Combination,  whichever  first
         occurs.

8.       Registration of Client's Shares

         No later than ten (10) days  following  the date of an event giving use
         to the  obligation  by  Client to issue Fee  Shares,  Option  Shares or
         Finder Fee Shares, Client will register such shares with the Securities
         and  Exchange   Commission   under  a  Form  S-8  or  other  applicable
         registration statement. At Client's sole discretion, such shares may be
         issued prior to registration in reliance on

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         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 issuance or reservation  shall be in reliance on
         representations and warranties of Advisor set forth herein.

9.       Costs and Expenses

         All third party and  out-of-pocket  expenses,  filing fees,  copy,  and
         mailing expenses incurred by Advisor in the performance of the Services
         under this  Agreement are the  responsibility  of Client,  and shall be
         paid by Client,  or  reimbursed  to Advisor,  within ten (10) days,  of
         receipt of written notice by Advisor.

10.      Place of Services

         The Services provided by Advisor hereunder will be performed  primarily
         at Advisor's offices except as otherwise mutually agreed by Advisor and
         Client.  It is  understood  and expected that Advisor may make contacts
         with persons and  entities and perform the Services in other  locations
         as deemed appropriate by Advisor.

11.      Independent Contractor

         Advisor and Advisor's  personnel will act as an independent  contractor
         in the  performance  of its duties under this  Agreement.  Accordingly,
         Advisor  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
         due relative to Advisor's  personnel,  and any and all business license
         fees as may be required.

12.      No Agency Express or Implied

         This Agreement  neither  expressly nor impliedly creates a relationship
         of principal  and agent  between  Client and  Advisor,  or Employee and
         Employer as between Advisor's  personnel and Client.  Neither Advisor's
         personnel or Advisor are  authorized  to enter into any  agreements  on
         behalf of Client.  Advisor expressly  retains the right to approve,  in
         its sole discretion,  each and every transaction  introduced to Client,
         and to make all final  decisions with respect to activities  undertaken
         by Advisor or Advisor's personnel related to this Agreement.

13.      Termination

         (A)      Termination for Disability.  If during the Initial  Consulting
                  Period,  Advisor  or  Advisor's  personnel  shall be unable to
                  provide the Services as set forth under this Agreement for 120
                  consecutive  business  days because of illness,  accident,  or
                  other  incapacity,  Client  shall have the right to  terminate
                  this Agreement upon written notice to Advisor not less than 30
                  business  days  after  the  end of any  such  120-day  period.
                  Termination under this Paragraph 13(A) shall be effective upon
                  receipt by Advisor of the written notice.

         (B)      Death.  In the event of the death of Advisor's  personnel with
                  replacement,  this  Agreement  and all  obligations  hereunder
                  shall immediately be terminated.

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

                  (i)      Willfully   breaches  or  neglects  the  duties  that
                           Advisor is  required  to  perform  under the terms of
                           this Agreement;

                  (ii)     Fails  to  promptly  comply  with and  carry  out all
                           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; or

         (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  Advisor  to
                           voluntarily terminate this Agreement;

                  (iii)    If Client  files a petition in a court of  bankruptcy
                           or is adjudicated a bankrupt;

                  (iv)     If Client  institutes,  or has instituted  against it
                           any  bankruptcy  proceeding  for  reorganization  for
                           rearrangement of its financial affairs;

                  (v)      If Client  has a receiver  of its assets or  property
                           appointed because of insolvency;

                  (vi)     If Client makes a general  assignment for the benefit
                           of creditors; or

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

         (E)      Effect of  Termination  on  Compensation.  In the event of the
                  Termination  Other Than For Cause prior to the  completion  of
                  the Initial  Consulting  Period,  Advisor shall be entitled to
                  the full Compensation,  the rights under the Options,  and any
                  outstanding unpaid portion of the Consideration and expenses.

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14.      Representations and Warranties of Client

         Client represents and warrants to Advisor 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 the  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
                  15(D)(1)) which  accurately set forth the financial  condition
                  of Client as of the respective dates of such documents.

         (C)      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.

         (D)      Full Disclosure. The information concerning Client provided to
                  Advisor 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.

         (E)      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.

15.      Representations and Warranties of Advisor

         Advisor represents and warrants to Client that:

         (A)      No Conflict.  This Agreement has been duly executed by Advisor
                  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
                  Advisor is a party or to which  Advisor is  subject,  nor will
                  such  execution  and  performance  constitute  a violation  or
                  conflict of any fiduciary duty to which Advisor is subject.

         (B)      No  Litigation.  Advisor is not a  defendant,  nor  plaintiffs
                  against  whom  a  counterclaim  has  been  asserted,   in  any
                  litigation,  pending or threatened, nor has any material claim
                  been  made or  asserted  against  Advisor,  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 Advisor,  or  interfere  in any way with
                  the duties of Advisor hereunder.

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         (C)      Registration  and/or  Exemption  of  Client's  Shares.  Option
                  Shares  or  Finder's   Fee  Shares  may  be  issued  prior  to
                  registration in reliance on the exemptions  from  registration
                  provided by Section  4(2) of the  Securities  Act of 1933 (the
                  "Act"),  Regulation D, and applicable  state  securities laws.
                  Representations  and  warranties by Advisor in this  Paragraph
                  15(C)  will be used and  relied  upon by Client  to  determine
                  whether any  issuance of Option  Shares may be made to Advisor
                  pursuant  to  Section  4(2) of the Act  and  Regulation  D and
                  applicable  state  securities  laws,  and Advisor  will notify
                  Client  immediately  of  any  material  changes.   With  these
                  specific understandings, Advisor represents and warrants that:

                  (1)      Advisor  has been  furnished  with a copy of Client's
                           most  recent  Annual  Report  on  Form  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,  as amended,  including but
                           not  limited  to  quarterly  reports  on  Form  10-Q,
                           current  reports  on Form 8-K,  and proxy  statements
                           (the "Disclosure  Documents").  In addition,  Advisor
                           has been  furnished  with a  description  of Client's
                           capital   structure  and  any  material   changes  in
                           Client's  affairs that may not have been disclosed in
                           the Disclosure Documents.

                  (2)      Advisor has had the  opportunity to ask questions and
                           receive  answers  concerning the terms and conditions
                           of the Option Shares and/or Finder's Fee Shares to be
                           issued and/or reserved for issuance and to obtain any
                           additional  information which Client possesses or can
                           acquire without  unreasonable  effort or expense that
                           is necessary  to verify the  accuracy of  information
                           furnished under Paragraph 15(D)(1) of this Agreement.

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

                  (4)      The present  financial  condition  of Advisor is such
                           that Advisor is not under any present or contemplated
                           future  need to dispose of any  portion of the Option
                           Shares or the Finder's Fee Shares, if any, to satisfy
                           an existing or  contemplated  undertaking,  need,  or
                           indebtedness.

                  (5)      Advisor is fully  aware  that any  Option  Shares and
                           Finder's  Fee  Shares  issued  to  Advisor  prior  to
                           registration  are "Restricted  Securities" as defined
                           by Rule 144 of the Act and that  any  resale  of such
                           securities  by Advisor  may be  governed by Rule 144.
                           Advisor is further aware of the specific restrictions
                           on resale of such securities contained in Rule 144.

                  (6)      Advisor will not sell,  transfer or otherwise dispose
                           of any Option Shares or Finder's Fee Shares issued or
                           reserved for issuance prior to registration except in
                           compliance with the Act.

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                  (7)      Any and all certificates  representing  Clients share
                           issued upon exercise of options or otherwise 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."

         (D)      Full Disclosure.  The information  concerning Advisor provided
                  to  Client  pursuant  to this  Agreement  is,  to the  best of
                  Advisor'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.

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

16.      Indemnification

         Client  and  Advisor  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.

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

         All payments under this Agreement constitute  compensation for services
         performed  and  this  Agreement  and  all  payments  and the use of the
         payments by Advisor, 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.

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18.      Inside Information - Securities Laws Violations

         In the course of the  performance  of his  duties,  Advisor  may become
         aware of  information  which  may be  considered  "inside  information"
         within  the  meaning  of  the  Federal   Securities   Laws,  Rules  and
         Regulations.  Advisor  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 Client's securities 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.

19.      Specific Performance

         Advisor  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. Advisor and Client each agree to notify the
                  other  party  if,  subsequent  to the date of this  Agreement,
                  either party incurs  obligations  which could  compromise  its
                  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  entire  Agreement  nor  any  right
                  created by it shall be  assignable by either party without the
                  prior written consent of the other.

         (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

                                                        [NUVEN/AGR:TOEN94.AGR]-3

                                                       - 9 -

<PAGE>



                  company   for   transmittal,   or  when   sent  by   facsimile
                  transmission charges prepared, provided that the communication
                  is addressed:

                  (i)      In the case of Client:

                           The Toen Group, Inc.
                           3753 Howard Hughes Parkway, Suite 200
                           Las Vegas, Nevada 89109
                           Telephone:       (702) 892-3782
                           Telefax:         (714) 833-7854


                  (ii)     In the case of Advisor and Advisor's personnel, to:

                           NuVen Advisors, Inc.
                           2 Park Plaza, Suite 470
                           Irvine, CA 92714
                           Telephone:       (714) 833-2094
                           Telefax:         (714) 833-7854

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

         (G)      Headings.   The  section  and  subsection   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 Nevada,  and shall be governed
                  by the  laws  of the  State  of  Nevada,  notwithstanding  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.

                                                        [NUVEN/AGR:TOEN94.AGR]-3

                                                      - 10 -

<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 Advisor 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  7 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 Advisor 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.

                                        "Advisor"
                                        NUVEN ADVISORS, INC.
                                        a Nevada corporation



                                        By:  /s/  NuVen Advisors Inc.

                                        "Client"
                                        THE TOEN GROUP INC.
                                        a Nevada corporation



                                        By:  /s/  The Toen Group Inc.

                                                        [NUVEN/AGR:TOEN94.AGR]-3

                                                      - 11 -