CONSULTING AGREEMENT


                  AGREEMENT, made and entered into this 21st day of May, 1996,
between ANTHONY CAPPAZI of ______________________________ (the "Consultant"),
and DIAMOND ENTERTAINMENT CORPORATION having an office at 16818 Marquardt
Avenue, Cerritos, CA 90703 (the "Company").

                  WHEREAS, the Company desires to obtain the benefit of the
services of the Consultant, and the Consultant desires to render such services
on the terms and conditions hereinafter set forth;

                  NOW, THEREFORE, the parties hereto, in consideration of the
premises and the mutual covenants herein contained, hereby agree as follows:

                  1. Term: Subject to the provisions hereinafter set forth, the
         Company hereby retains the Consultant and the consultant hereby accepts
         its retention for a term commencing as of the date hereof and
         terminating June 1, 1998 (the "Term")

                  2. Scope: During the Term, the Consultant shall consult with
         and render advice to the Company specifically concerning strategic
         planning.

                  All final decisions with respect to areas as to which the
         Consultant has rendered advice to the Company are decisions of the
         Company and the Consultant shall have no liability or responsibility
         therefore. The Consultant shall render such services to the best of its
         ability and shall use its best efforts to promote the interests of the
         Company.

                  3. Compensation: As compensation for the services to be
         rendered by Consultant during the Term, the Company agrees to issue to
         the Consultant options to purchase 1,000,000 shares of common stock of
         the Company for $.10 per share. The options are exercisable for the
         period commencing the date of this agreement ending on June 1, 1998.
         The Company agrees to use its best efforts to file a Registration
         Statement on Form S-8 covering the exercise of the options.



                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.

                                              /s/ Anthony Cappazi
                                              ---------------------------------
                                              Anthony Cappazi



                                              DIAMOND ENTERTAINMENT CORPORATION


                                              By: /s/ James Lu
                                                  -----------------------------
                                                  President

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