EXHIBIT 10.4

                                    AGREEMENT

BETWEEN:

    AMERICAN BENEFITS GROUP, INC. and AMERICAN BENEFITS GROUP (ISRAEL) LTD.
                (hereinafter referred to collectively as "ABFG")

                                       and

   CARLYLE CONSULTING CORPROATION LTD. (hereinafter referred to as "Carlyle")

WHEREAS ABFG and Carlyle are desirous of Carlyle transferring all of it's
interests in the Malagasy Precious Stone Mining Industry to ABFG upon the terms
and conditions hereinafter recited;

AND WHEREAS Carlyle's interest in the Malagasy Stone Mining Industry referred to
in the immediately preceding paragraph shall include, but not be restricted to,
all of the issued and outstanding Shares of Stones and Wood Corporation s.a.r.l
(hereinafter referred to as "Stones") and various Type I Mining Perimeters;
Carlyle's interest in the Perimeters having been obtained by Carlyle from former
shareholders of Stones.

WITNESSTH THAT:

1.    The preamble to this Agreement is an integral part hereof and binding on
      all parties hereto.

2.    The Perimeters referenced in the preamble hereof are as listed in Appendix
      A attached hereto and forming part of this Agreement.

3.    Carlyle hereby Declares and Warrants to ABFG as follows:

      a)    Carlyle is now, or is entitled to become without any further action
            on the part of Carlyle, the legal owner of all the issued and
            outstanding Shares of Stones;

      b)    Carlyle is now, or is entitled to become without any further action
            on the part of Carlyle, the beneficial owner of the Type I
            Perimeters noted in Schedule A attached hereto and forming part of
            this Agreement;

      c)    Carlyle further Declares and Warrants that:

            i)    The parties with whom Carlyle had contractual relations
                  respecting the purchase of either the said Shares or the
                  Perimeters are aware of this Agreement and have agreed to ABFG
                  acquiring the Shares and Perimeters from Carlyle;

            ii)   The said Shares and Perimeters will be acquired by ABFG from
                  Carlyle free and clear of any liens, encumbrances, mortgages
                  or charge whatsoever;

            iii)  Both Carlyle and the parties from whom Carlyle acquired the
                  Shares and the Perimeters have and had the legal right to do
                  so;

            iv)   In the event that Carlyle is not the legal owner of the Shares
                  or the Beneficial Owner of the Perimeters then it will
                  cooperate with ABFG in all respects in a timely fashion in
                  order for the legal entitlement of ABFG to the Shares or
                  Perimeters be concluded in a timely fashion.

4.    In consideration for Carlyle transferring all of the issued and
      outstanding Shares of Stones to ABFG and for Carlyle transferring its
      Beneficial Interest in the Type I Perimeters noted in Attachment "A"
      attached hereto ABFG shall pay to Carlyle Four Million (4,000,000.00)
      Dollars in the following, manner:

      i)    Five Hundred Thousand ($500,000.00) Dollars by way of retirement of
            American Benefits Group, Inc.'s previous loan to Carlyle in said
            amount; and

      ii)   Issuance of Four Million Nine Hundred Ninety Seven Thousand
            (4,997,000) American Benefits Group, Inc. Restricted Rule 144 Shares
            valued at US Seventy and Four One Hundredths ($.7004) Cents per
            share being a total share consideration of Three Million Five
            Hundred Thousand ($3,500,000.00) Dollars. Of this issuance Four
            Hundred Ninety Seven Thousand (497,000) American Benefits Group,
            Inc. Restricted Rule 144 Shares issued to Marc Susannah to maintain
            the type one perimeters in the nominee names as described in
            attachment "C" and Four Million Five Hundred Thousand American
            Benefits Group, Inc, Restricted Rule 144 Shares issued to Carlyle
            which forms part of the total purchase price of all the issued and
            outstanding shares of Stones and as well as the beneficial type One
            perimeters for a total purchase price of Four Million (4,000,000.00)
            Dollars.

5.    The parties further agree that American Benefits Group, Inc. may designate
      the entity to which the shares and or the Perimeters shall be transferred.

6.    Subject to the mandatory disclosure duties imposed upon ABFG, as a
      publicly traded Company, the parties agree that this Agreement and the
      terms hereof shall remain confidential between the parties.

7.    The parties finally agree that:

      i)    This Agreement shall be governed by the substantive law of Israel;

      ii)   Any and all disagreements or disputes arising between the parties
            hereto respecting this Agreement shall be adjudicated by the
            District Court of Tel Aviv, Israel;

      iii)  Service of any documents required respecting this Agreement or any
            litigation arising here from shall be served upon ABFG at Yahalom
            Tower (25 Floor) 3a Jabotinsky St. Ramat Gan Israel 52520 and upon
            Carlyle at an address to be supplied ABFG in writing at the address
            noted herein.

      iv)   All references to Dollars herein shall refer to American Dollars.

IN WITNESS OF THE ABOVE THE PARTIES HEREBY EXECUTE THIS AGREEMENT UNDER THEIR
RESPECTIVE SEALS THIS 11 DAY OF __May__, 1999.


/s/ Jerry G Mikolajczyk
----------------------------------------
American Benefits Group, Inc.


/s/ Gerald E Sklar
----------------------------------------
American Benefits Group (Israel) Ltd.


/s/Richard Doggett
----------------------------------------
Carlyle Consulting Corporation Ltd.

<PAGE>

                     List of mining permits - Attachment "A"
Type I

X coordinate     Y coordinate
------------     ------------
698.750           1.458.750

698.750           1.456.250

696.250           1.471.250

698.750           1.471.250

691.250           1.468.750

688.750           1.466.250

696.250           1.453.750

696.250           1.456.250

693.750           1.453.750

693.750           1.451.250

696.250           1.448.750

708.750           1.471.250

716.250           1.466.250

708.750           1.468.750

716.250           1.468.750

708.750           1.466.250

716.250           1.471.250

708.750           1.463.750

<PAGE>

                        Letter of Consent-Attachment "b"

                 Drawn up and signed on the 10 day of May, 1999

We the undersigned:

                  Mr. Marc Suzannah C.I.N., #210011003254

                  Mr. Christophe Suzannah C.I.N. #213011008929

                  Mr. Francis Suzannah C.I.N.#209011024630

                  Mr. Yehael Razafiarison C.I.N. # 710011016920

                  Ms. Eva Vanessa Zafimahova C.I.N. #

                  Mr. Jean Claude Bemananjara C.I.N. #

                  (hereinafter, together, "Marc")

                  Stones and Wood Corporation S.a.r.l.

                  (hereinafter the Company)

hereby irrevocably declare our consent to the assignment of our obligations
according to the agreement signed on 10 of May 1999 between ourselves and
Carlyle Consulting Corporation Ltd. for the Sale of all the Company's issued and
outstanding shares and the type I permits set out in Attachment A to the said
agreements (hereinafter: the Agreement), to American Benefits Group (Israel)
Ltd., a company incorporated under the laws of the State of Israel. In addition,
we are hereby to confirm that to the best of Marc's knowledge, Carlyle is, to
date, in full compliance with their obligations and undertakings under the
Agreement. As witness thereof we hereby affix our signatures:

/s/ Marc Suzannah       Mr. Marc Suzannah C.I.N. #210011003254

/s/ Marc Suzannah       Mr. Marc Suzannah

/s/ Marc Suzannah       Mr. Christophe SuzannahC.I.N.#213011008929

/s/ Marc Suzannah       Mr. Francis Suzannah C.I.N. #209011024630

/s/ Marc Suzannah       Mr. Yehael Razafiarison C.I.N. #710011016920

/s/ Marc Suzannah       Ms. Eva Vanessa Zafimahova C.I.N. #

/s/ Marc Suzannah       Mr. Jean Claude Bemananjara C.I.N. #

/s/ Marc Suzannah       Stones and wood Corporation S.a.r.l.


                                       54
<PAGE>

                     Irrevocable Undertaking Attachment "C"

      Drawn up and signed on the 10 day of the month of May in the year 1999 We
the Undersigned:

                  Mr. Marc Suzannah C.I.N. #210011003254

                  Mr. Christophe Suzannah C.I.N. #213011008929

                  Mr. Francis Suzannah C.I.N. #209011024630

                  Mr. Yehael Razafiarison C.I.N. #710011016920

                  Ms. Eva Vanessa Zafimahova C.I.N. #

                  Mr. Jean Claude Bemananjara  C.I.N. #

                  (hereinafter, together, "Marc")

hereby declare that we are registered holders of valid type I permits for the
mining of corundum in Madagascar as follows:

X coordinate          Y coordinate
------------          ------------
698.750               1.458.750
698.750               1.456.250
696.250               1.471.250
698.750               1.471.250
691.250               1.468.750
688.750               1.466.250
696.250               1.453.750
696.250               1.456.250
693.750               1.453.750
693.750               1.451.250
696.250               1.448.750
708.750               1.471.250
716.250               1.466.250
708.750               1.468.750
716.250               1.468.750
708.250               1.466.250
716.250               1.471.250
708.750               1.463.750

hereinafter "the Permits", and we hereby give the following irrevocable
undertaking as follows:

1.    We will act in all and every matter regarding the permits or any of them
      as sole agents for Carlyle Consulting Company Ltd. (hereinafter, together,
      "CC" ) or any other party which CC Instructs us to act for.

2.    We will not perform any act or transaction, for consideration or without
      consideration regarding the permits and/or any benefits, proceeds,
      consideration, moneys or any financial or other benefit derived from
      and/or associated with the permits and the territories to which the
      permits refer except in accordance with specific instructions received by
      CC and in the absence of any such instructions shall take no actions of
      any kind in regard of the permits. Without detracting from the
      aforementioned, we shall at all times act in the best interests of CC.

3.    In order to remove any doubt, we shall not be entitled to any personal
      benefit, revenues, income and/or consideration from the permits of any
      kind and any such incomes and revenues which are received by us will be
      disbursed by us in accordance with CC's instructions and in the absence of
      such instructions will be held by us in trust until such times as
      instructions are received.

4.    We shall not transfer the permits and/or any of them or pledge the permits
      and/or perform any actions regarding the permits which would in any way
      effect their value or feasibility, unless so instructed by CC. Without
      detracting from the aforementioned undertaking, we shall not make any
      representations or undertake any undertakings to any third parties
      regarding the permits.

5.    We shall take all actions necessary to ensure the continued validity at
      all times of the permits.

6.    We shall receive no consideration for our services as agents and shall
      continue to offer these services for an unlimited period of time and the
      undertakings in this letter of undertaking shall also bind our successors
      and heirs.

7.    We hereby declare that we have already received full and complete
      consideration for all the undertakings made in this letter of
      understanding and no more consideration of any kind is due to us for these
      undertakings and/or any of them.

8.    We hereby give an irrevocable power of attorney to Zakazo Ranaivoson, on
      behalf of CC, to act in our names and sign any documents and take any
      action necessary in order to effect the transfer of the permits and/or any
      of them to the names nominees on behalf of Cc and will have no claims or
      demands whatsoever in this regard.

9.    In addition we shall sign all required documents and/or appear before any
      officials and make all and any necessary declarations in order to ensure
      the transfer of the permits to agents or nominees on behalf of CC.

10.   This letter of undertaking is binding and completely and totally
      irrevocable.

As witness thereof we hereby affix our signature


/s/ Marc Suzannah             Mr. Marc Suzannah C.I.N. # 210011003254

/s/ Marc Suzannah             Mr. Christophe Suzannah C.I.N. #213011008929

/s/ Marc Suzannah             Mr. Francis Suzannah  C.I.N. #209011024630

/s/ Marc Suzannah             Mr. Yehael Razafiarison C.I.N. # 710011016920

/s/ Marc Suzannah             Ms. Eva Vanessa Zafimahova C.I.N. #

/s/ Marc Suzannah             Mr. Jean Claude Bemananjara C.I.N. #