CONSULTING AGREEMENT

THIS CONSULTING  AGREEMENT  ("Agreement") is made and entered into this 25th day
of  September,  1997,  by and between The Hayden Group Inc., of 12 N.E. 5th Ave.
Delray Beach,  Florida 33483,  hereinafter  referred to as "the  Consultant" and
China Food and Beverage  Company,  8 West 38th Street,  9th Floor,  New York, NY
10018, hereafter referred to as the "Company"

WHEREAS,  the  Consultant is desirous of being  engaged by the Company,  and the
Company has agreed to engage the  Consultant  upon certain terms and  conditions
contained in this  Agreement,  one of which is the execution of the Agreement by
both parties;

WHEREAS,  the Consultant,  by virtue of the Consultant's  relationship  with the
Company  has  become  familiar  with  the  Company's  business  pursuant  to the
Non-Circumvention  and Non  Disclosure  Agreement,  executed on September  25th,
1997, which document is part of this Agreement and is included as Attachment I;

WHEREAS, the Company requires financial public relations services and desires to
employ Consultant to provide such services as an independent consultant.

9.        ENGAGEMENT.  The  Company  hereby  engages the  Consultant  to provide
          public relations  assistance to the Company and the Consultant  hereby
          accepts such engagement, upon the terms and conditions hereinafter set
          forth.

10.       TERM.  The term of this  Agreement  shall  begin  upon  execution  and
          continue  for a period of one year.  The  Agreement  shall be extended
          automatically upon the mutual consent of the parties. Non-renewal will
          require written notice sixty (60) days prior to the  anniversary  date
          of the Agreement or upon the anniversary date of any renewals. Changes
          in terms and  conditions  (if any)  shall be  submitted  in writing at
          least thirty (30) days prior to any renewal.  Mutual agreement must be
          reached in writing  before any such  changes  will be binding upon the
          parties.

11.       COMPENSATION. The Company shall compensate the Consultant according to
          the following:

          a)   The Company hereby grants to Consultant option (the "Options") to
               purchase a total of Six Hundred Thousand (600,000) fully paid and
               nonassessable shares of its common stock (the "Option Shares") at
               the  following  rate.  One  Hundred  and  Fifty  Thousand  shares
               (150,000) at Fifteen cents per share ($.15) for a period of Three
               (3)  years  from  option  registration.  One  Hundred  and  Fifty
               Thousand shares  (150,000) at Thirty Cents per share ($.30) for a
               period of Three (3) Years from  option  registration  One Hundred
               and Fifty  Thousand  shares  (150,000)  at Fifty  Cents per share
               ($.50) for a period of Three (3) Years from option  registration.
               One Hundred and Fifty Thousand  shares  (150,000) at Ninety Cents
               per share  ($.90)  for a period of Three  (3) Years  from  option
               registration.  The Option  grant  provides  that if, prior to the
               Expiration  Time,  the  number  of  outstanding   shares  of  the
               Company's Common Stock are increased or decreased through a stock
               split, stock dividend, stock consolidation, or otherwise, without
               consideration  to the Company,  an appropriate and  proportionate
               adjustment  must be made in the  number  and kind of shares as to
               which the Option Shares may be exercised.  By way of example,  if
               the  Company  should  make  a  two-for-one  stock  split  of  its
               outstanding  shares of common stock,  the number Shares for which
               the Consultants options may be exercised would thereupon increase
               from 100,000 to 200,000 shares,  with a  corresponding  change in
               the exercise price applicable to the Consultant's Options, and
          b)   The  Company  agrees that it will,  at its own cost and  expense,
               file to register the  Consultant's  common  stock,  warrants,  or
               options  within  30  days  from  the  signing  of the  Consulting
               Agreement.  If the  Company  for  any  reason  defaults  in  this
               responsibility,  the Consultant  shall have the right to hire its
               own legal counsel to complete the appropriate  filings.  Fees and
               expenses will be borne by the Company.
<PAGE>

12. SERVICES OF THE CONSULTANT. The Consultant shall provide consulting services
in any or all of the following areas:

          a)   Technical  and  analytical  consulting   concerning   management,
               marketing,  corporate organization and structure and expansion of
               services.
          b)   Acting as a liaison  between the Company  and  broker-dealers  to
               establish broker-dealer awareness
          c)   Acting as liaison with respect to existing and  potential  market
               makers
          d)   Preparation   and  fax   distribution   of  Company   profile  to
               broker-dealers
          e)   Introduction to Internet stock investment groups

13.       LIMITATIONS   ON  SERVICES.   The  parties   recognize   that  certain
          responsibilities  and  obligations  are  imposed by federal and states
          securities  laws and by the applicable  rules and regulations of stock
          exchanges,  the  National  Association  of  Securities  Dealers,  inc.
          in-house "due  diligence"  or  "compliance"  departments  of brokerage
          houses, etc. Accordingly, Consultant agrees.

          a)   Consultant  shall not release any financial or other  information
               or data about the Company without the advance written consent and
               approval of the Company
          b)   Consultant shall not conduct any meeting with financial  analysts
               without  informing the Company in advance of the proposed meeting
               and the  format or agenda of such  meeting  and the  Company  may
               elect  to  have a  representative  of  the  Company  attend  such
               meetings.
          c)   Consultant  shall not release any  information  or data about the
               Company to any selected or limited person(s), entity, or group if
               Consultant  is aware that such  information  or data has not been
               generally released or promulgated.
          d)   Consultant  acknowledges  that  non-public  information  plans of
               operations and potential  acquisitions or mergers prior to public
               announcement  are  confidential  and  proprietary to the Company.
               Consultant  covenants  and agrees that it will not  disclose  any
               confidential  information  to any person,  firm or entity without
               the express  advance  written  consent of  Company,  and that any
               unauthorized  disclosure or use of  confidential  information  by
               consultant  constitutes  misappropriation  of trade  secrets  and
               confidential   information.   Consultant   further   agrees  that
               proprietary  rights  to the  confidential  information  shall  be
               retained by Company and that  Consultant  shall claim no right of
               ownership   therein.    The   terms   and   conditions   of   the
               Non-Circumvention  and  Non-Disclosure  /Agreement  (if  any) are
               applicable  and  remain in  effect  for the  entire  term of said
               Agreement.

14. ACTIONS OF COMPANY.  The Company  accepts  responsibility  for the following
activities:

          a)   Company shall supply Consultant on a regular and timely basis all
               approved data and information about the Company,  its management,
               its  products,   and  its   operations,   and  Company  shall  be
               responsible  for  advising  Consultant  of any facts  which would
               affect the accuracy of any prior data and information  previously
               supplied to Consultant  so that  Consultant  may take  corrective
               action.
          b)   Company shall promptly  supply  Consultant  with full and compete
               copies of all and any filings 30 days prior to registration. Such
               filings would include but not be limited to,  Regulation S, SB-2,
               S-8 and Preferred Stock with all federal and state agencies; full
               and   complete   copies   of   all   shareholder    reports   and
               communications,   whether  or  not  prepared  with   Consultant's
               assistance;  with  all  data  and  information  supplied  to  any
               analyst,  broker-dealer,   market  maker,  other  member  of  the
               financial community,  and with all  products/services  brochures,
               sales materials, etc.
          c)   Company  shall  promptly  notify  Consultant of the filing of any
               registration statement 5 days prior to the sale of securities and
               of any other event which triggers any restrictions on publicity.
          d)   Company  shall   contemporaneously   notify   Consultant  if  any
               information  or data being  supplied to  Consultant  has not been
               generally released or promulgated.
<PAGE>
15.   REPRESENTATION AND INDEMNIFICATION.
          a)   The Company  shall be deemed to make a continuing  representation
               of the  accuracy  of and  any and all  material  facts,  material
               information,  and data which it supplies to  Consultant,  and the
               Company  acknowledges  its awareness that Consultant will rely on
               such continuing  representation in disseminating such information
               and otherwise performing its public relations functions.
          b)   Consultant  in the absence of notice in writing  from the Company
               will rely on continuing  accuracy of material,  information,  and
               data supplied by the Company.

8. TIME AND EFFORT.  The  Consultant  shall devote time and effort in performing
services hereunder as is reasonably required and at reasonable times.

9 TERMINATION. This Agreement may not be terminated by either party prior to the
expiration of the term except as follows:
 
          a)   upon the bankruptcy of either party
          b)   upon  either  party  having  applied or  applying  for a receiver
               appointed for all or a substantial part of such party's assets or
               business;
          c)   upon a material breach by either party;
          d)   upon the assignment of this agreement by either party.

10.       SELECTION  OF  ENTITIES.  The  Consultant  in its  sole  and  absolute
          discretion   shall   hire,   retain   or  employ   such   individuals,
          corporations,  partnerships  or other entities to perform  services as
          Consultant deems necessary. Consultant shall hold Company harmless and
          indemnify Company from any and all claims relating to said parties.

11.       COSTS AND EXPENSES.  All costs and expenses that the Consultant  shall
          incur as a result  of the  aforementioned  services  on  behalf of the
          Company  shall be the sole  responsibility  of the  Consultant  unless
          otherwise provided herein.

          Expenses to be  reimbursed  by the Company to the  Consultant  include
          those  costs and  expenses  included in the Lead  Generation  Program,
          which  will be  submitted  to,  approved,  and paid in  advance by the
          Company prior to expenses being incurred. Attachment II is an overview
          of the  components of a Lead  Generation  Program.  A Lead  Generation
          Program  specific to the needs of the Company  will be  developed  and
          submitted upon execution of this Agreement.

12.       RELATIONSHIP  OF THE PARTIES.  The  Consultant  shall not by reason of
          this agreement or the performance of duties hereunder unless otherwise
          agreed between the parties, be or be deemed to be, an employee, agent,
          partner,  co-venturer,  or  controlling  person  of the  Company.  The
          Consultant  shall have no power to enter into any  agreement on behalf
          of or otherwise bind the Company.  The Consultant shall not have or be
          deemed to have, any fiduciary  obligation or duties to the Company and
          is not an agent to the  Company  except as set forth  herein.  Neither
          party  to this  agreement  is  intended  to have any  interest  in the
          business or property of the other. Consultant shall be deemed to be an
          Independent Contractor.

13.       ASSIGNABILITY.  This contract is not  assignable by the Consultant but
          shall be  assignable  by the  Company  in  connection  with the  sale,
          transfer of other disposition of its business, to any of the Company's
          affiliates controlled by or under common control with the Company.

14.       HOLD  HARMLESS.  In the  event  that  any of  the  signatories  become
          involved in any action, proceeding or investigation in connection with
          the matters  referred to in this  agreement,  each of the  undersigned
          signatories will indemnify,  defend,  save and hold harmless the other
          undersigned  signatories  and  their  affiliated  partners,  officers,
          employees,  agents, control persons and associates against any and all
          losses,  claims  damages or  liabilities,  to the full extent  lawful,
          including   reasonable   attorney  fees  of  counsel   chosen  by  the
          undersigned   signatories  and  the  cost  of  any  investigation  and
          preparation  incurred in  connection  therewith  such losses,  claims,
          etc.,  hereafter referred to as "damages",  provided however,  each of
          the undersigned  signatories,  its agents,  or severally,  their other
          associates  shall  not be  entitled  to  indemnification  by the other
          undersigned signatories thereunder with respect to any damages arising
          out of, or based upon, the gross  negligence of any of the undersigned
          signatories as determined by a court of competent jurisdiction.
<PAGE>
15.       SEVERABILITY.  If any  part of this  agreement  is  adjudged  invalid,
          illegal, or unenforceable, the remaining parts shall be enforceable.

16.       PARAGRAPH HEADINGS.  The headings of the paragraphs  contained in this
          agreement are for convenience only.

17.       LAW. Any dispute between the consultant and the Company  involving the
          interpretation  of application of any provision of this contract shall
          be governed by the laws of the State of Florida. Venue will be in Palm
          Beach County, Florida.

18.       ATTORNEY'S  FEES,  COSTS.  Should any  litigation,  including  breach,
          enforcement, or interpretation, arise of this contract, the prevailing
          party in such  litigation  shall be  entitled  to  recover  reasonable
          attorney's fees, costs and expenses.

19.       OTHER AGREEMENTS.  The parties represent that no other agreement, oral
          or written,  exists between them. This Agreement sets forth the entire
          Agreement  between  the  parties  hereto  and  cannot be  modified  or
          supplemented   orally.   The   Non-Circumvention   and  Non-Disclosure
          Agreement is included As Attachment I of this Agreement.

20.       NOTICES.  Any notice  required  or  permitted  to be given  under this
          Agreement  shall be  sufficient if in writing and if sent by certified
          mail, return receipt requests,  to the President of each entity at the
          entity's principal office.

21.       COUNTERPARTS.   This   Agreement  may  be  executed  in  two  or  more
          counterparts,  each of which  shall be deemed an  original  but all of
          which shall constitute but one Agreement. Any counterpart must contain
          an original  signature of each  signatory to be considered an original
          Agreement.

IN WITNESS  WHEREOF,  the parties  hereto,  intending to be legally bound,  have
executed this agreement this 25th day of September.

CHINA FOOD AND BEVERAGE, COMPANY



/s/James Tilton
By: James Tilton, President


THE HAYDEN GROUP, INC.

/s/ Robert Gartzman                            /s/Peter J. Fantegrossi
By: Robert Gartzman, Principal       By: Peter J. Fantegrossi, Principal