Exhibit 4.5

Consulting Agreement dated as of April 1, 1996 between the Corporation and Peter
Benz.



                              CONSULTING AGREEMENT

     AGREEMENT entered into as of the 1st day of April 1996, between Diamond
Entertainment Corporation, a New Jersey corporation (the "Company"), and Peter
Benz ("Consultant").

     WHEREAS, the Company desires that Consultant provide consulting services to
the Company pursuant hereto and Consultant is agreeable to providing such
services.

     NOW THEREFORE, In consideration of the premises and the mutual promises set
forth herein, the parties hereto agree as follows:

     1. For a period of one year from the date hereof (the "Consulting Period"),
Consultant shall serve as a consultant to the Company on matters pertaining to
the restructuring and design of the Company's operations and long term strategic
plan, including, but not limited to the development of new products, acquisition
of new products, merger and acquisition of companies and marketing strategies.
Consultant's services shall include consultation with, and advice to, directors
and officers of the Company.

     2. During the Consulting Period, the Company shall be entitled to
Consultant's services for reasonable times when and to the extent requested by,
and subject to the direction of the Chairman and Chief Executive Officer of the
Company.

      3. Consultant's services shall be rendered from his office, unless by
mutual agreement from time to time arrangements are made for those services to
be rendered elsewhere. Reasonable travel and living expenses, approved in
advance by the Company, necessarily incurred by Consultant to render services at
locations other than his office shall be reimbursed by the Company promptly upon
receipt of proper statements with regard to the nature and amount of those
expenses. Those statements shall be furnished to the Company monthly at the end
of each calendar month of the Consulting Period during which any of those
expenses are incurred.

     4. In consideration of Consultant's entering into this Agreement, the
Company has agreed to issue to Consultant warrants (the "Warrants") on November
01, 1996 at an exercise price of $0.25 per share expiring May 01, 1997 to
purchase 500,000 shares of the Company's Common Stock.

     The Company intends to register the Warrants with the Securities and
Exchange Commission as soon as possible on a Form S-8, subject to appropriate
clearance from the Company's Accountants and Attorneys.

     5. Consultant agrees that he will not, without the Company's consent,

disclose to anyone any trade secrets of the Company or any confidential or
non-public information relating to the Company's business, operations or
prospects.

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     6. Consultant acknowledges that it would be he extremely difficult, if not
impossible, to measure accurately the damages to the Company from any breach by
Consultant of Section 5 of this Agreement, and that the injury to the Company
from any such breach would be incalculable in irremediable. Accordingly,
Consultant agrees that upon any breach of Section 5 of this Agreement, the
Company's remedy at law would be inadequate and the Company shall be entitled as
a matter of right to institute legal proceedings in any court of competent
jurisdiction and receive an injunction restraining the further and continued
breach of Section 5 of this Agreement and recovery of all damages to the Company
incurred, by reason of conducting the activity in violation of Section 5 of this
Agreement.

     7. In any legal or equitable action brought with respect to this Agreement
(including, but not limited to, suit for injunctive relief for a breach of the
terms and provisions of Section 5 of this Agreement), the prevailing party shall
be entitled to recover all of its reasonable attorney's fees and costs in
connection therewith at all levels.

     8. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective legal representatives and to any successor to
the Company, which successor shall be deemed substituted for the Company under
the terms of this Agreement.

     9. Any notice, request, instruction, legal process or other document to be
given hereunder shall be in writing and shall be delivered personally, against
receipt, by fax or by registered or certified mail, return receipt requested as
set forth below:

If to Consultant:

               Peter Benz 
               c/o Bi Coastal Consulting Corp. 
               543 Virginia Avenue
               San Mateo, CA 94402
               Fax No.: (415)340-1074

If to the Company:

               James Lu
               President and Chief Executive Officer
               Diamond Entertainment Corporation
               16818 Marquardt Avenue.,
               Cerritos, CA 90703
               Fax No.: (310)921-3993


     10. This instrument contains the entire agreement between the parties
hereto with respect to the provision of consulting services by Consultant.

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     11. This Agreement shall be construed and enforced in accordance with the
laws of the State of California.

     12. The invalidity of unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.

     13. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall be considered one and
the same instrument.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

"Company"
DIAMOND ENTERTAINMENT CORPORATION

/s/James Lu 
- -------------------------------------
James Lu 
President and Chief Executive Officer



"Consultant"


/s/Peter Benz
- -------------------------------------
Peter Benz