Sample Business Contracts

Consulting Agreement - Cheung Laboratories Inc. and New Opportunities Ltd.

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                             NEW OPPORTUNITIES, LTD.
                                                                 August 15, 1996
Cheung Laboratories, Inc.
10220-1 Old Columbia Road
Columbia, MD 21046-1705

Attention: Board of Directors

Dr.  Augustine  Cheung had  requested  (he asked  nicely) if I would provide him
assistance in restructuring Cheung Laboratories, Inc. In a meeting on July 8, 9,
and 10,  1996 it became  very  clear from the  "Financial  Advisor,  Mr.  Warren
Stearns,  that the  "assistance"  Warren had in mind was that of a full time CEO
and President.  Further,  that the individual  selected must be "an  experienced
businessman,  competent  to  attend  to the  coordination  of  all  contemplated
activities particularly attendant to the preparation of the Company to financial
institutions and investment  bankers." After  interviewing  with Mr. Stearns,  I
believe I have his full recommendation and support.

The past two weeks, starting on July 27, I have had the opportunity to work with
Dr. Cheung and all other employees,  review extensive  correspondence files, and
meet with recommended special attorneys,  a marketing consultant,  our financial
advisor, and the leader of our technical advisory board. My conclusion,  with no
reservations,  is: we now have the  greatest  opportunity  for success that this
Company has ever had.

With that said, and if the Board of Directors approves,  I would accept the full
responsibility of CEO and President of Cheung  Laboratories,  Inc. The "By Laws"
of CLI  requires  that the  President  be a member  of the  Board of  Directors.
Therefore, I would accept that responsibility also.

I propose that the agreement and compensation be through my consulting  company,
New  Opportunities,  Ltd  (NOL).  I would  agree to  suspend  most of my current
activities  with NOL and Trans Pacific  Alliance of America  (TPA).  I do have a
consulting  commitment  to  Maytag  at a fee of U.S.  $300 per hour  that I must
honor. This should require only about one week of my time. In addition, I have a
"religious  holiday"  the first week of October  and the first week of  November
that I also must honor.

I propose the following agreement:

         5.  That the agreement be a consulting contract between CLI and NOL for
the specific services of Blaha.



         As an  inducement  for me to  suspend  my third  retirement,  reduce my
participation  in the activities of NOL and TPA, and to reduce my consulting fee
from U.S. $300 per hour, I propose the following compensation schedule:
         6.       Payment  of  an  initial fee of U.S. $25,000 upon the Board of
Directors  approval of Blaha as the CEO and  President.  This fee to cover costs
and expenses of reducing activity in NOL and TPA.
         7.       Payment  of  a  consulting fee of U.S. $175 per hour.  Maximum
charge of 8 hours per day and 40 hours per week  regardless of the length of the
day or week.
         8.       Reimbursement of all normal business expenses while conducting
CLI  business.  The Company  shall  provide a suitable  residence  including all
utilities in Columbia, Maryland at no charge.
         9.       Grant  a  fully  vested, transferable and divisible Warrant to
purchase  400,000  shares of CLI common stock at a strike price of U.S. $0.41 at
any time after August 14, 1996 and eight years thereafter.
         10. CLI shall  fully  indemnify  NOL and Blaha  against  any  liability
whatsoever (including legal fees and expenses) arising from claims in connection
with conducting CLI business.
         11.      The  term  of  this agreement shall be for six months starting
and effective as of July 27, 1996 and ending on January 27, 1997.
         12. This  agreement is written in casual  business  language and if the
Board of Directors so desires it may be translated  into a formal legal language
by CLI council.

By:/s/_____________________                By:/s/____________________  President
    New Opportunities, Ltd.