EXHIBIT  10.5

                              CONSULTING AGREEMENT

Jay  Lanning,  hereafter referred to as "Consultant", and Asia Properties, Inc.,
hereafter  referred  to  as  "Employer",  agree  as  follows:

Consultant  shall  act  as  Chief  Financial  Officer  of  Employer, and provide
accounting services and perform other duties normally associated with those of a
Chief  Financial  Officer, on an hourly basis at the agreed upon rate of $60 per
hour.

Employer  agrees  that it shall provide information necessary to the performance
of  said  duties, and Consultant shall have access to all pertinent information.
Consultant  shall  provide  his best efforts consistent with the stated goals of
Employer.  However,  Consultant  cannot  guarantee  any particular result due to
Employer's  ultimate  control  of  facilities  and  staff.

Consultant  and Employer may from time to time exchange confidential information
such  as  plans  for  future events.  As to such information neither party shall
disclose  the  same,  unless  the  information becomes part of the public domain
without  the  fault  of  either  party,  or  was known to the party prior to the
execution  of  this  agreement.

Consultant  shall  make himself available to travel on behalf of Employer during
the  term  of  this agreement on occasions which are mutually agreeable to both.
Travel dates will be agreed upon in advance, and arrangements for transportation
and  lodging  shall  be  made  by  Employer.

Employer  will  pay  or  reimburse  Consultant  for all reasonable and necessary
out-of-pocket  expenses  incurred  by him in the performance of his duties under
this  agreement,  subject  to  the  presentation  of  appropriate documentation.

Consultant  shall  make  himself  available for review of any matters related to
this  agreement  at reasonable times.  Either party may terminate this agreement
by  notification  for  a  material  breach of the contract, or on 30 days notice
without  cause.

Any  controversy  or claim arising out of, or relating to, this Agreement, shall
be  settled  by  binding  arbitration  in San Diego, California, pursuant to the
provisions  or  Title  9,  Part  3  of  the  California Code of Civil Procedure,
including  Section 1283.05, and judgment on the arbitration award may be entered
in  any  court  having  jurisdiction over the subject matter of the controversy.

This  is  the entire agreement between the parties and may not be altered except
in  writing.

                                   CONSULTANT:


Dated:  June  15,  1998                    /s/  JAY  LANNING
        --------                           -------------------------------------
                                           Jay  Lanning

                                           EMPLOYER:

Dated:  10/23/ ,  1998                     /s/  DANIEL  MCKINNEY
        ------                             -------------------------------------
                                           Daniel  Mckinney
                                           President, Asia Properties, Inc.