As filed with the Securities and Exchange Commission on June 
30, 1998
                              Registration No.                    
          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C. 20549

                       FORM S-8
                REGISTRATION STATEMENT
                         UNDER
              THE SECURITIES ACT OF 1933

               Cronus Corporation                             
 (Exact name of Registrant as specified in its charter)

                            NEVADA                                   
                (State or other jurisdiction of
                 incorporation or organization)

                         36-3880744                                 
                (I.R.S. Employer Identification No.)

      7660 E. Broadway, Suite 210, Tucson, Arizona 85710             
           (Address of principal executive offices)

         STOCK COMPENSATION PLANS FOR CONSULTANTS                  
                  (Full title of Plan)

                     Jonathan Roberts
                  Chairman of the Board
                    CRONUS CORPORATION
               7660 E. Broadway, Suite 210
                  Tucson, Arizona 85710                           
         (Name and address of agent for service)

                   (520) 885-1220                               
(Telephone number, including area code, of agent for 
service)

                      Copies to:

                  Kevin M. Sherlock
                 CRONUS CORPORATION
             7660 E. Broadway, Suite 210
               Tucson, Arizona 85710
                   (520) 885-1220


             CALCULATION OF REGISTRATION FEE


                       Proposed    Proposed
Title of     Amount    maximum     maximum
securities    to be    offering    aggregate  Amount of
  to be    registered  price per  offering  registration
registered     (1)     share(2)   price        fee

Common Stock, 2,000,000  $ 0.50  $ 1,000,000   $ 295.00
$.001           shares
par value 

(1)  In addition, pursuant to Rule 416(c) under the 
Securities Act of 1933, as amended (the "Securities Act"), 
this Registration Statement also covers an indeterminate
number of additional shares that may be issued in connection 
with share splits, share dividends or similar transactions 
relating to the plans/consulting agreements described 
herein.

(2)  Estimated pursuant to Rule 457(c) under the Securities 
Act, solely for the purpose of calculating the registration 
fee, based on the average of the bid and asked prices of the 
Company's common stock as reported within five business days 
prior to the date of this filing.


                                 PART I

 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

          *

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL 
INFORMATION.

          *

     * The document(s) containing the information specified 
in Part I of Form S-8 will be sent or given to participants 
as specified by Rule 428(b)(1) promulgated by the Securities 
and Exchange Commission (the "Commission") under the 
Securities Act of 1933 (the "Securities Act").  Such 
document(s) are not being filed with the Commission, but 
constitute (along with the documents incorporated by 
reference into the Registration Statement pursuant to Item 3 
of Part II hereof) a prospectus that meets the requirements 
of Section 10(a) of the Securities Act.


                        PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously or concurrently 
filed by the Company with the Commission are hereby
incorporated by reference into this Registration Statement:

     (a)  The Company's Annual Report on Form 10-KSB for the 
fiscal year ended December 31, 1997 (the "Annual Report") 
filed by the Company (SEC File No. 0-9297) under the 
Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), with the Commission on June 22, 1998.

     (b)  All other reports filed pursuant to Section 13(a) 
or 15(d) of the Exchange Act since the end of the fiscal 
year covered by the Annual Report referred to in (a) above.

     All of the above documents and documents subsequently 
filed by the Company with the Commission pursuant to 
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 
prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold 
or which deregisters all securities then remaining unsold,
shall be deemed incorporated by reference into this 
Registration Statement and to be a part thereof from the 
date of the filing of such documents.  Any statement 
contained in the documents incorporated, or deemed to be 
incorporated, by reference herein or therein shall be deemed 
to be modified or superseded for purposes of this 
Registration Statement and the prospectus which is a part 
hereof (the "Prospectus") to the extent that a statement 
contained herein or therein or in any other subsequently 
filed document which also is, or is deemed to be, 
incorporated by reference herein or therein modifies or 
supersedes such statement.  Any such statement so modified 
or superseded shall not be deemed, except as so modified or 
superseded, to constitute a part of this Registration 
Statement and the Prospectus.

     All documents incorporated by reference herein will be 
made available to all participants without charge, upon
written or oral request.  Other documents required to be 
delivered to participants pursuant to Rule 428(b)(1) under
the Securities Act of 1933 are also available without 
charge, upon written or oral request.  All requests for
documents shall be directed to:

              Kevin M. Sherlock, Secretary
                  CRONUS CORPORATION
              7660 E. Broadway, Suite 210
                 Tucson, Arizona 85710
                    (520) 885-1220


ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Company is a Nevada corporation.  Section 
78.751 of the General Corporation Law of Nevada (the "CGL") 
provides authority for broad indemnification of officers, 
directors, employees and agents of a corporation, with 
certain specified exceptions.

          Article 12 of the Company's Articles of 
Incorporation provides that the Company shall have the power
to indemnify its directors, officers, employees and agents 
to the fullest extent allowed by the CGL.

          At the present time, the Company does not have any 
officer-director liability insurance although permitted by 
Section 78.752 of the CGL, nor does the Company have 
indemnification agreements with any of its directors, 
officers, employees or agents.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED 

          Not Applicable.


ITEM 8.   EXHIBITS

          See the Exhibit Index following the signature page 
in this Registration Statement, which Exhibit Index
is incorporated herein by reference.


ITEM 9.   UNDERTAKINGS

     (a)  The undersigned Company hereby undertakes:

          (1)  To file, during any period in which offers or 
sales are being made, a post-effective amendment to the 
Registration Statement to: (i) include any prospectus 
required by Section 10(a)(3) of the Securities Act; (ii) 
reflect in the prospectus any facts or events arising after 
the effective date of the Registration Statement which, 
individually or in the aggregate, represent a fundamental 
change in the information set forth in the Registration 
Statement; and notwithstanding the foregoing, any increase 
or decrease in volume of securities offered (if the total 
dollar value of securities offered would not exceed that 
which was registered) and any deviation from the low or high 
end of the estimated maximum offering range may be selected
in the form of a prospectus filed with the Commission 
pursuant to Rule 424(b) if, in the aggregate, the changes in 
volume and price represent no more than a 20 percent change 
in the maximum aggregate offering price set forth in the 
"Calculation of Registration" table in the effective 
registration statement; and (iii) include any material 
information with respect to the plan of distribution not 
previously disclosed in the Registration Statement or any 
material change to such information in the Registration 
Statement, provided however, that provisions (i) and (ii) of 
this undertaking are inapplicable if the information to be 
filed thereunder is contained in periodic reports filed by 
the Company pursuant to the Exchange Act that are 
incorporated by reference into the Registration Statement;

          (2)  That, for the purpose of determining any 
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new registration 
statement relating to the securities offered therein and the 
offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and

          (3)  To remove from registration by means of post-
effective amendment any of the securities being registered 
which remain unsold at the termination of the offering.

     (b)  Insofar as indemnification for liabilities arising 
under the Securities Act may be permitted to directors,
officers, and controlling persons of the Company pursuant to 
the foregoing provisions, or otherwise, the Company has been 
advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the 
Securities Act and, is, therefore, unenforceable.  In the 
event that a claim for indemnification against such 
liabilities (other than director, officer or controlling 
person in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being 
registered, the Company will, unless in the opinion of its 
counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against 
public policy as expressed in the Securities Act and will be 
governed by the final adjudication of such issue.

     (c)  The Company hereby undertakes that, for purposes 
of determining any liability under the Securities Act, each 
filing of the Company's annual report pursuant to Section 
13(a) or 15(d) of the Exchange Act (and, where applicable, 
each filing of an employee benefit plan's annual report 
pursuant to Section 15(d) of the Exchange Act) that is 
incorporated by reference in Registration Statement shall be
deemed to be a new Registration Statement relating to the 
securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial 
bona fide offering thereof.



                                SIGNATURES

          Pursuant to the requirements of the Securities 
Act, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Tucson, State of
Arizona, on June 30, 1998.


                       CRONUS CORPORATION


                       By:  /s/ Jonathan Roberts, President    
                        Jonathan Roberts, President


          Pursuant to the requirements of the Securities Act 
of 1933, this Registration Statement has been signed below 
by the following persons in the capacities indicated on June 
30, 1998.  Each person whose signature to the Registration 
Statement appears below hereby appoints Jonathan Roberts and 
Kevin M. Sherlock, or either one of them, as such person's 
attorney-in-fact with full power to act alone, with full 
power of substitution or resubstitution, for such person and 
in such person's name, place and stead, in any and all 
capacities to sign on such person's behalf, individually and 
in the capacities stated below, and to file any and all 
amendments and post-effective amendments to this 
Registration Statement, which amendment or amendments may 
make such changes and additions as such attorney-in-fact may 
deem necessary or appropriate.


/s/ Jonathan Roberts              /s/ Thomas J. Nieman
Jonathan Roberts                     Thomas J. Nieman 
Director (Chairman) and President       Director


/s/ J. Dennis Bartlett            /s/ George Hennessy
Dennis Bartlett                   George Hennessy
Director and Principal               Director
Financial and Accounting Officer


/s/ Kevin M. Sherlock               /s/ Jim Karten
Kevin M. Sherlock                    Jim Karten
Secretary, Vice President            Director
and Director


                            CRONUS CORPORATION

                               EXHIBIT INDEX
                                    TO
                      FORM S-8 REGISTRATION STATEMENT



EXHIBIT NO.    DESCRIPTION

4.1            Consulting Agreements

5.1            Opinion of Stephen A. Zrenda, Jr., P.C.

23.1           Consent of Addison, Roberts & Ludwig, P.C.

24.1           Power of Attorney (included on Signature Page 
to the Registration Statement)


EXHIBIT 4.1

                CONSULTING AGREEMENT

     This Consulting Agreement is made and entered into to 
be effective as of March 14, 1998, in accordance herewith 
and is by and between Sundance Properties, Ltd., a company 
incorporated in Belize, with offices at 207-1425 Marine 
Drive, West Vancouver, British Columbia V7T 1B9 
("Consultant"), and Cronus Corporation, a Nevada 
corporation, with offices at 7660 E. Broadway, Suite 210, 
Tucson, Arizona ("Client").

A.  Consultant has provided various valuable services for 
and on behalf of Client in connection with the business of 
Client.

B.  Client desires to retain Consultant as an independent 
contractor on behalf of Client and Consultant desires to be 
retained in that capacity upon the terms and conditions 
hereinafter set forth.

In consideration of the above and foregoing premises, the 
mutual promises and agreements hereinafter set forth, and 
such other and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, Client and 
Consultant agree as follows:

1.  Consulting Services.  Consultant has worked as an 
independent contractor to Client and Consultant accepted and 
agreed to such retention.  Consultant shall render to Client 
the following services:

a.  Disseminate a one page "highlighter" by fax and operate 
an intense telemarketing follow-up campaign to new 
brokers.  We will have account executives on the phone 
doing telemarketing follow-up daily.
b.  Use an extensive mass faxing program to reach thousands 
of new brokers.  Follow-up calls will turn a number of 
them into supporters.
c.  Use a mass lead faxing program to brokers, of high net 
worth individuals who have been identified as stock 
buyers.
d.  Make Cronus Corporation and its products and financial 
prospects known to retail stockbrokers, broker-dealers, 
market makers and other members of the financial 
community.

2.  Time, Place and Manner of Performance.  Consultant shall 
be available for advice and counsel to the officers and 
directors of Client at such reasonable and convenient times 
and places as may be mutually agreed upon.  Except as 
aforesaid, the time, place and manner of performance of the 
service hereunder, including the amount of time to be 
allocated by Consultant to any specific service, shall be 
determined in the sole discretion of Consultant.  It is not 
intended that the performance of the consulting services 
described herein shall be accomplished exclusively by 
Consultant;  therefore, Consultant may engage persons as 
subcontractors to assist in the discharge of the 
responsibilities hereunder, with such services are to be at 
the cost and expense of Consultant.

3.  Terms of Agreement.  This Agreement shall compensate 
Consultant for all of his services from the commencement of 
his involvement with the Company until November 1, 1998.

(i)  	Compensation.  Client shall issue to Consultant 
1,400,000 shares of the common stock of the Company.  
Client shall issue those shares pursuant to an S-8 
offering.  Consultant shall, prior to issuance, execute 
a general form of release and a form investment letter 
regarding the restricted securities to be issued.  In 
the event that Client is unable to complete an S-8 
offering, Consultant may elect to receive the shares as 
restricted common stock.

4.  Work Product.  It is agreed that, any information and 
materials produced for Client shall be property of 
Consultant, free and clear of all claims thereto by Client, 
and Client shall retain no claim of authorship therein.

5.  Disclosure of Information.  Consultant recognizes and 
acknowledges that Consultant has and will have access to 
certain confidential information of Client and its 
affiliates that are valuable, special and unique assets and 
property of Client and such affiliates.  Consultant will 
not, during or after the term of this Agreement, disclose, 
without the prior written consent or authorization of 
Client, any such information to any person, except to 
authorized representatives of Consultant or its affiliates 
for purposes of the services to be rendered under this 
Agreement, for any reason or purpose whatsoever.  In this 
regard, Client agrees that such authorization or consent to 
disclosure may be conditioned upon the disclosure being made 
pursuant to a secrecy agreement, protective order, provision 
of statute, rule, regulation or procedure under which the 
confidentiality of the information is maintained in the 
hands of the person to whom the information is to be 
disclosed or in compliance with the terms of a judicial 
order or administrative process.

6.  Nature of Relationship.  It is understood and 
acknowledged by the parties that Consultant is being 
retained by Client in an independent capacity and that in 
this connection, Consultant hereby agrees, except as 
otherwise provided herein, or unless Client shall have 
otherwise consented, not to enter into any agreement or 
incur any obligation on behalf of Client.

7.  Conflict of Interest.  Consultant shall be free to 
perform services for other persons during the term of this 
Agreement.  Consultant will notify Client of the performance 
of consulting services for any other person which would 
conflict with the obligations of this agreement.  Upon 
receiving such notice, Client may terminate this Agreement 
or consent to Consultant's outside consulting services.  
Failure to terminate this Agreement shall constitute 
Client's ongoing consent to Consultant's outside consulting 
activities.

8.  Notices.  Any notices required or permitted to be given 
under this Agreement shall be sufficient if in writing and 
delivered or sent by registered or certified mail to the 
principle office of each party as first set forth above.

9.  Waiver of Breach.  Any waiver by a party of a breach of 
any provision of this Agreement by the other party shall not 
operate or be construed as a waiver of any subsequent breach 
by the waiving party.

10.  Assignment.  This Agreement and the rights and 
obligations of the parties hereunder are assignable by 
consultant.

11.  Applicable Law.  It is the intention of the parties 
hereto that this Agreement and the performance hereunder and 
all suits and special proceedings hereunder be construed in 
accordance with and under and pursuant to the laws of the 
State of Arizona and that in any action, special proceeding 
or other proceeding that may be brought arising out of, in 
connection with or by reason of this Agreement, the laws of 
the State of Arizona shall be applicable and shall govern to 
the exclusion of the law of any other forum, without regard 
to the jurisdiction in which any action or special 
proceeding may be instituted.

12.  Arbitration.  All disputes arising under this 
Agreement, except as specifically otherwise provided for 
herein, shall be settled by arbitration in accordance with 
the rules then obtaining of the American Arbitration 
Association in Tucson, Arizona, or its successor, and any 
judgment upon the award rendered may be entered in any court 
having jurisdiction thereof.  The arbitrator shall not have 
the power to amend this Agreement in any respect.

13.  Severability.  All agreements and covenants contained 
herein are severable, and in the event any of them shall be 
held to be invalid by any competent court, the agreement 
shall be interpreted as if such invalid agreements or 
covenants were not contained herein.

14.  Entire Agreement.  This Agreement constitutes and 
embodies the entire understanding and agreement of the 
parties and supersedes and replaces all prior 
understandings, agreements and negotiations between the 
parties.

15.  Counterparts.  This agreement may be executed in 
counterparts, each of which shall be deemed an original, but 
both of which taken together shall constitute but one and 
the same document.

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

CONSULTANT:                   CLIENT:

Sundance Properties, Ltd.     Cronus Corporation

By:______________________     By:______________________
     Alicia Bautista        Jonathan Roberts, President


EXHIBIT 4.1
                CONSULTING AGREEMENT

     This Consulting Agreement is made and entered into to 
be effective as of June 12, 1998, in accordance herewith and 
is by and between Sundance Consulting Corporation, a Nevada 
corporation with offices at 5 Mar Vista Terrace, Tacoma, WA 
98403 (hereinafter referred to as "Consultant"), and Cronus 
Corporation, a Nevada corporation, with offices at 7660 E. 
Broadway, Suite 210, Tucson, AZ 85710 (hereinafter referred 
to as "Client").

A.  Consultant is willing and able to provide various 
valuable services for and on behalf of Client in connection 
with the business of Client.

B.  Client desires to retain Consultant as an independent 
contractor on behalf of Client and Consultant desires to be 
retained in that capacity upon the terms and conditions 
hereinafter set forth.

In consideration of the above and foregoing premises, the 
mutual promises and agreements hereinafter set forth, and 
such other and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, Client and 
Consultant agree as follows:

1.  Consulting Services.  Client hereby retains Consultant 
as an independent contractor to Client and Consultant hereby 
accepts and agrees to such retention.  Consultant shall 
render to Client services of an advisory or consultative 
nature in order to assist the Client in its fundraising and 
marketing.  It is not intended that the performance of the 
consulting services described herein shall be accomplished 
exclusively by Consultant;  therefore, Consultant may engage 
persons as subcontractors to assist in the discharge of the 
responsibilities hereunder, with such services at the cost 
and expense of Consultant.

2.  Time, Place and Manner of Performance.  Consultant shall 
be available for advice and counsel to the officers and 
directors of Client at such reasonable and convenient times 
and places as may be mutually agreed upon.  Except as 
aforesaid, the time, place and manner of performance of the 
service hereunder, including the amount of time to be 
allocated by Consultant to any specific service, shall be 
determined in the sole discretion of Consultant.  

3.  Terms of Agreement.  This Agreement shall begin on the 
effective date hereof and continue for a period of one year 
thereafter, and shall continue after this initial period 
unless earlier terminated by either party on ten day's 
notice.  This Agreement is subject to early termination by 
Consultant upon Consultants due diligence and appraisal of 
Clients business and nature of Clients assets.

4.  Compensation.  In recognition of Consultant's efforts, 
past and present, resulting in the receipt of more than 
$300,000 in financing to Client, Client shall pay Consultant 
a fee equal to 10% of all such funds raised, payable in cash 
or in shares of consulting stock of Client.  In no event 
shall the total compensation to Consultant pursuant to this 
agreement exceed the value of $100,000.  If the compensation 
is to be paid in consulting stock, an S-8 registration 
statement shall be issued and filed within six months from 
the date of this agreement.

5.  Work Product.  It is agreed that, any information and 
materials produced for Client shall be property of 
Consultant, free and clear of all claims thereto by Client, 
and Client shall retain no claim of authorship therein.

6.  Disclosure of Information.  Consultant recognizes and 
acknowledges that Consultant has and will have access to 
certain confidential information of Client and its 
affiliates that are valuable, special and unique assets and 
property of Client and such affiliates.  Consultant will 
not, during or after the term of this Agreement, disclose, 
without the prior written consent or authorization of 
Client, any such information to any person, except to 
authorized representatives of Consultant or its affiliates 
for purposes of the services to be rendered under this 
Agreement, for any reason or purpose whatsoever.  In this 
regard, Client agrees that such authorization or consent to 
disclosure may be conditioned upon the disclosure being made 
pursuant to a secrecy agreement, protective order, provision 
of statute, rule, regulation or procedure under which the 
confidentiality of the information is maintained in the 
hands of the person to whom the information is to be 
disclosed or in compliance with the terms of a judicial 
order or administrative process.

7.  Nature of Relationship.  It is understood and 
acknowledged by the parties that Consultant is being 
retained by Client in an independent capacity and that in 
this connection, Consultant hereby agrees, except as 
otherwise provided herein, or unless Client shall have 
otherwise consented, not to enter into any agreement or 
incur any obligation on behalf of Client.

8.  Conflict of Interest.  Consultant shall be free to 
perform services for other persons during the term of this 
Agreement.  Consultant will notify Client of the performance 
of consulting services for any other person which would 
conflict with the obligations of this agreement.  Upon 
receiving such notice, Client may terminate this Agreement 
or consent to Consultant's outside consulting services.  
Failure to terminate this Agreement shall constitute 
Client's ongoing consent to Consultant's outside consulting 
activities.

9.  Notices.  Any notices required or permitted to be given 
under this Agreement shall be sufficient if in writing and 
delivered or sent by registered or certified mail to the 
principle office of each party as first set forth above.

10.  Waiver of Breach.  Any waiver by a party of a breach of 
any provision of this Agreement by the other party shall not 
operate or be construed as a waiver of any subsequent breach 
by the waiving party.

11.  Assignment.  This Agreement and the rights and 
obligations of the parties hereunder are assignable by 
consultant.

12.  Applicable Law.  It is the intention of the parties 
hereto that this Agreement and the performance hereunder and 
all suits and special proceedings hereunder be construed in 
accordance with and under and pursuant to the laws of the 
State of Nevada and that in any action, special proceeding 
or other proceeding that may be brought arising out of, in 
connection with or by reason of this Agreement, the laws of 
the State of Nevada shall be applicable and shall govern to 
the exclusion of the law of any other forum, without regard 
to the jurisdiction in which any action or special 
proceeding may be instituted.

13.  Arbitration.  All disputes arising under this 
Agreement, except as specifically otherwise provided for 
herein, shall be settled by arbitration in accordance with 
the rules then obtaining of the American Arbitration 
Association in Tucson, Arizona, or its successor, and any 
judgment upon the award rendered may be entered in any court 
having jurisdiction thereof.  The arbitrator shall not have 
the power to amend this Agreement in any respect.

14.  Severability.  All agreements and covenants contained 
herein are severable, and in the event any of them shall be 
held to be invalid by any competent court,  the agreement 
shall be interpreted as if such invalid agreements or 
covenants were not contained herein.

15.  Entire Agreement.  This Agreement constitutes and 
embodies the entire understanding and agreement of the 
parties and supersedes and replaces all prior 
understandings, agreements and negotiations between the 
parties.

16.  Counterparts.  This agreement may be executed in 
counterparts, each of which shall be deemed an original, but 
both of which taken together shall constitute but one and 
the same document.


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


CONSULTANT:                       CLIENT:

Sundance Consulting Corporation   Cronus Corporation



By:______________________      By:_______________________
  Ian Collins, President	     Jonathan Roberts, President




EXHIBIT 5.1



STEPHEN A. ZRENDA, JR., P.C. 
ATTORNEY AND COUNSELOR AT LAW
Telephone(405) 235-2111
Telecopy (405) 235-2157  
1520 BANK ONE CENTER 
100 NORTH BROADWAY
OKLAHOMA CITY, OKLAHOMA  73102-8601


                          June 25, 1998

Cronus Corporation
7660 E. Broadway
Suite 210
Tucson, Arizona 85710

Dear Sirs:

     We have acted as special counsel to Cronus Corporation 
(the "Company") to render a legal opinion regarding its Form 
S-8 Registration Statement to be filed with the Securities 
and Exchange Commission concerning its plan to issue its 
Common Stock, $.001 par value, to consultants to the
Company.

     In connection with this opinion, we have examined 
originals or copies, certified or otherwise identified to 
our satisfaction, of such corporate records, agreements, 
instruments and documents of the Company, certificates of 
public officials and of officers of the Company, and such 
other certificates, documents and records, and have made 
such other investigations, as we have deemed necessary or 
appropriate as a basis for the opinions hereinafter 
expressed.  As to questions of fact material to such 
opinions we have, when relevant facts were not independently 
established, relied upon such certificates of public 
officials and of such officers, such other certificates, 
documents and records, and upon the representations of such 
parties.  In addition, we have assumed: (i) the genuineness 
of all signatures on all documents seen or reviewed by us, 
ii) the authenticity of documents submitted to us as 
originals, and (iii) the conformity with the original and 
certified copies of all documents submitted to us as copies 
and the authenticity of the originals thereof.  We have also
examined such matters of law and such additional matters of 
fact as we consider necessary or appropriate in connection 
with the opinions hereinafter expressed.

     Based on and subject to the foregoing, it is our 
opinion that:

     1.   The Company is a corporation duly organized, 
validly existing and in good standing under the laws of the 
State of Nevada; and

     2.   Assuming the accuracy of the documents, 
representations and warranties of the Company, the offer, 
issuance and sale of the Common Stock of the Company to 
consultants under the terms and provisions of written 
consulting agreements will have been duly authorized and 
validly issued and will be fully paid and nonassessable.

     The opinions expressed herein are solely for your 
benefit in connection with the Form S-8 Registration 
Statement of the Company and may not be relied upon in any 
manner or for any purpose by any other person or entity 
without the prior written consent of this firm.

                     Very truly yours,

                     STEPHEN A. ZRENDA, JR., P.C.



                     By:                                
                        Stephen A. Zrenda, Jr., Esq.

EXHIBIT 23.1

Addison, Roberts & Ludwig, P.C.
Certified Public Accountants

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We hereby consent to the incorporation by reference of our 
report dated June 10, 1998, in this Registration Statement 
on Form S-8 for Cronus Corporation.

June 22, 1998
Addison, Roberts & Ludwig, PC
2910 N. Swan Road, Suite 204
Tucson, Arizona 85712
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 32918}]
{"company-data": {"conformed-name": "CRONUS CORP", "cik": "0000317810", "assigned-sic": "2840", "irs-number": "363880744", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58301", "film-number": "98659233"}, "business-address": {"street1": "7660 E BROADWAY STE 210", "city": "TUCSON", "state": "AZ", "zip": "85710", "phone": "5207514585"}, "mail-address": {"street1": "660 SOUTH FREEMAN ROAD", "city": "TUCSON", "state": "AZ", "zip": "85748"}, "former-company": [{"former-conformed-name": "THUNDERSTONE GROUP INC", "date-changed": "19951219"}, {"former-conformed-name": "DIVERSIFIED AMERICAN INDUSTRIES INC", "date-changed": "19951116"}]}
As filed with the Securities and Exchange Commission on June 
30, 1998
                              Registration No.                    
          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C. 20549

                       FORM S-8
                REGISTRATION STATEMENT
                         UNDER
              THE SECURITIES ACT OF 1933

               Cronus Corporation                             
 (Exact name of Registrant as specified in its charter)

                            NEVADA                                   
                (State or other jurisdiction of
                 incorporation or organization)

                         36-3880744                                 
                (I.R.S. Employer Identification No.)

      7660 E. Broadway, Suite 210, Tucson, Arizona 85710             
           (Address of principal executive offices)

         STOCK COMPENSATION PLANS FOR CONSULTANTS                  
                  (Full title of Plan)

                     Jonathan Roberts
                  Chairman of the Board
                    CRONUS CORPORATION
               7660 E. Broadway, Suite 210
                  Tucson, Arizona 85710                           
         (Name and address of agent for service)

                   (520) 885-1220                               
(Telephone number, including area code, of agent for 
service)

                      Copies to:

                  Kevin M. Sherlock
                 CRONUS CORPORATION
             7660 E. Broadway, Suite 210
               Tucson, Arizona 85710
                   (520) 885-1220

             CALCULATION OF REGISTRATION FEE

                       Proposed    Proposed
Title of     Amount    maximum     maximum
securities    to be    offering    aggregate  Amount of
  to be    registered  price per  offering  registration
registered     (1)     share(2)   price        fee

Common Stock, 2,000,000  $ 0.50  $ 1,000,000   $ 295.00
$.001           shares
par value 

(1)  In addition, pursuant to Rule 416(c) under the 
Securities Act of 1933, as amended (the "Securities Act"), 
this Registration Statement also covers an indeterminate
number of additional shares that may be issued in connection 
with share splits, share dividends or similar transactions 
relating to the plans/consulting agreements described 
herein.

(2)  Estimated pursuant to Rule 457(c) under the Securities 
Act, solely for the purpose of calculating the registration 
fee, based on the average of the bid and asked prices of the 
Company's common stock as reported within five business days 
prior to the date of this filing.

                                 PART I

 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

          *

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL 
INFORMATION.

          *

     * The document(s) containing the information specified 
in Part I of Form S-8 will be sent or given to participants 
as specified by Rule 428(b)(1) promulgated by the Securities 
and Exchange Commission (the "Commission") under the 
Securities Act of 1933 (the "Securities Act").  Such 
document(s) are not being filed with the Commission, but 
constitute (along with the documents incorporated by 
reference into the Registration Statement pursuant to Item 3 
of Part II hereof) a prospectus that meets the requirements 
of Section 10(a) of the Securities Act.

                        PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously or concurrently 
filed by the Company with the Commission are hereby
incorporated by reference into this Registration Statement:

     (a)  The Company's Annual Report on Form 10-KSB for the 
fiscal year ended December 31, 1997 (the "Annual Report") 
filed by the Company (SEC File No. 0-9297) under the 
Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), with the Commission on June 22, 1998.

     (b)  All other reports filed pursuant to Section 13(a) 
or 15(d) of the Exchange Act since the end of the fiscal 
year covered by the Annual Report referred to in (a) above.

     All of the above documents and documents subsequently 
filed by the Company with the Commission pursuant to 
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 
prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold 
or which deregisters all securities then remaining unsold,
shall be deemed incorporated by reference into this 
Registration Statement and to be a part thereof from the 
date of the filing of such documents.  Any statement 
contained in the documents incorporated, or deemed to be 
incorporated, by reference herein or therein shall be deemed 
to be modified or superseded for purposes of this 
Registration Statement and the prospectus which is a part 
hereof (the "Prospectus") to the extent that a statement 
contained herein or therein or in any other subsequently 
filed document which also is, or is deemed to be, 
incorporated by reference herein or therein modifies or 
supersedes such statement.  Any such statement so modified 
or superseded shall not be deemed, except as so modified or 
superseded, to constitute a part of this Registration 
Statement and the Prospectus.

     All documents incorporated by reference herein will be 
made available to all participants without charge, upon
written or oral request.  Other documents required to be 
delivered to participants pursuant to Rule 428(b)(1) under
the Securities Act of 1933 are also available without 
charge, upon written or oral request.  All requests for
documents shall be directed to:

              Kevin M. Sherlock, Secretary
                  CRONUS CORPORATION
              7660 E. Broadway, Suite 210
                 Tucson, Arizona 85710
                    (520) 885-1220

ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Company is a Nevada corporation.  Section 
78.751 of the General Corporation Law of Nevada (the "CGL") 
provides authority for broad indemnification of officers, 
directors, employees and agents of a corporation, with 
certain specified exceptions.

          Article 12 of the Company's Articles of 
Incorporation provides that the Company shall have the power
to indemnify its directors, officers, employees and agents 
to the fullest extent allowed by the CGL.

          At the present time, the Company does not have any 
officer-director liability insurance although permitted by 
Section 78.752 of the CGL, nor does the Company have 
indemnification agreements with any of its directors, 
officers, employees or agents.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED 

          Not Applicable.

ITEM 8.   EXHIBITS

          See the Exhibit Index following the signature page 
in this Registration Statement, which Exhibit Index
is incorporated herein by reference.

ITEM 9.   UNDERTAKINGS

     (a)  The undersigned Company hereby undertakes:

          (1)  To file, during any period in which offers or 
sales are being made, a post-effective amendment to the 
Registration Statement to: (i) include any prospectus 
required by Section 10(a)(3) of the Securities Act; (ii) 
reflect in the prospectus any facts or events arising after 
the effective date of the Registration Statement which, 
individually or in the aggregate, represent a fundamental 
change in the information set forth in the Registration 
Statement; and notwithstanding the foregoing, any increase 
or decrease in volume of securities offered (if the total 
dollar value of securities offered would not exceed that 
which was registered) and any deviation from the low or high 
end of the estimated maximum offering range may be selected
in the form of a prospectus filed with the Commission 
pursuant to Rule 424(b) if, in the aggregate, the changes in 
volume and price represent no more than a 20 percent change 
in the maximum aggregate offering price set forth in the 
"Calculation of Registration" table in the effective 
registration statement; and (iii) include any material 
information with respect to the plan of distribution not 
previously disclosed in the Registration Statement or any 
material change to such information in the Registration 
Statement, provided however, that provisions (i) and (ii) of 
this undertaking are inapplicable if the information to be 
filed thereunder is contained in periodic reports filed by 
the Company pursuant to the Exchange Act that are 
incorporated by reference into the Registration Statement;

          (2)  That, for the purpose of determining any 
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new registration 
statement relating to the securities offered therein and the 
offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and

          (3)  To remove from registration by means of post-
effective amendment any of the securities being registered 
which remain unsold at the termination of the offering.

     (b)  Insofar as indemnification for liabilities arising 
under the Securities Act may be permitted to directors,
officers, and controlling persons of the Company pursuant to 
the foregoing provisions, or otherwise, the Company has been 
advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the 
Securities Act and, is, therefore, unenforceable.  In the 
event that a claim for indemnification against such 
liabilities (other than director, officer or controlling 
person in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being 
registered, the Company will, unless in the opinion of its 
counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against 
public policy as expressed in the Securities Act and will be 
governed by the final adjudication of such issue.

     (c)  The Company hereby undertakes that, for purposes 
of determining any liability under the Securities Act, each 
filing of the Company's annual report pursuant to Section 
13(a) or 15(d) of the Exchange Act (and, where applicable, 
each filing of an employee benefit plan's annual report 
pursuant to Section 15(d) of the Exchange Act) that is 
incorporated by reference in Registration Statement shall be
deemed to be a new Registration Statement relating to the 
securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial 
bona fide offering thereof.

                                SIGNATURES

          Pursuant to the requirements of the Securities 
Act, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Tucson, State of
Arizona, on June 30, 1998.

                       CRONUS CORPORATION

                       By:  /s/ Jonathan Roberts, President    
                        Jonathan Roberts, President

          Pursuant to the requirements of the Securities Act 
of 1933, this Registration Statement has been signed below 
by the following persons in the capacities indicated on June 
30, 1998.  Each person whose signature to the Registration 
Statement appears below hereby appoints Jonathan Roberts and 
Kevin M. Sherlock, or either one of them, as such person's 
attorney-in-fact with full power to act alone, with full 
power of substitution or resubstitution, for such person and 
in such person's name, place and stead, in any and all 
capacities to sign on such person's behalf, individually and 
in the capacities stated below, and to file any and all 
amendments and post-effective amendments to this 
Registration Statement, which amendment or amendments may 
make such changes and additions as such attorney-in-fact may 
deem necessary or appropriate.

/s/ Jonathan Roberts              /s/ Thomas J. Nieman
Jonathan Roberts                     Thomas J. Nieman 
Director (Chairman) and President       Director

/s/ J. Dennis Bartlett            /s/ George Hennessy
Dennis Bartlett                   George Hennessy
Director and Principal               Director
Financial and Accounting Officer

/s/ Kevin M. Sherlock               /s/ Jim Karten
Kevin M. Sherlock                    Jim Karten
Secretary, Vice President            Director
and Director

                            CRONUS CORPORATION

                               EXHIBIT INDEX
                                    TO
                      FORM S-8 REGISTRATION STATEMENT

EXHIBIT NO.    DESCRIPTION

4.1            Consulting Agreements

5.1            Opinion of Stephen A. Zrenda, Jr., P.C.

23.1           Consent of Addison, Roberts & Ludwig, P.C.

24.1           Power of Attorney (included on Signature Page 
to the Registration Statement)

EXHIBIT 4.1

                CONSULTING AGREEMENT

     This Consulting Agreement is made and entered into to 
be effective as of March 14, 1998, in accordance herewith 
and is by and between Sundance Properties, Ltd., a company 
incorporated in Belize, with offices at 207-1425 Marine 
Drive, West Vancouver, British Columbia V7T 1B9 
("Consultant"), and Cronus Corporation, a Nevada 
corporation, with offices at 7660 E. Broadway, Suite 210, 
Tucson, Arizona ("Client").

A.  Consultant has provided various valuable services for 
and on behalf of Client in connection with the business of 
Client.

B.  Client desires to retain Consultant as an independent 
contractor on behalf of Client and Consultant desires to be 
retained in that capacity upon the terms and conditions 
hereinafter set forth.

In consideration of the above and foregoing premises, the 
mutual promises and agreements hereinafter set forth, and 
such other and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, Client and 
Consultant agree as follows:

1.  Consulting Services.  Consultant has worked as an 
independent contractor to Client and Consultant accepted and 
agreed to such retention.  Consultant shall render to Client 
the following services:

a.  Disseminate a one page "highlighter" by fax and operate 
an intense telemarketing follow-up campaign to new 
brokers.  We will have account executives on the phone 
doing telemarketing follow-up daily.
b.  Use an extensive mass faxing program to reach thousands 
of new brokers.  Follow-up calls will turn a number of 
them into supporters.
c.  Use a mass lead faxing program to brokers, of high net 
worth individuals who have been identified as stock 
buyers.
d.  Make Cronus Corporation and its products and financial 
prospects known to retail stockbrokers, broker-dealers, 
market makers and other members of the financial 
community.

2.  Time, Place and Manner of Performance.  Consultant shall 
be available for advice and counsel to the officers and 
directors of Client at such reasonable and convenient times 
and places as may be mutually agreed upon.  Except as 
aforesaid, the time, place and manner of performance of the 
service hereunder, including the amount of time to be 
allocated by Consultant to any specific service, shall be 
determined in the sole discretion of Consultant.  It is not 
intended that the performance of the consulting services 
described herein shall be accomplished exclusively by 
Consultant;  therefore, Consultant may engage persons as 
subcontractors to assist in the discharge of the 
responsibilities hereunder, with such services are to be at 
the cost and expense of Consultant.

3.  Terms of Agreement.  This Agreement shall compensate 
Consultant for all of his services from the commencement of 
his involvement with the Company until November 1, 1998.

(i)  	Compensation.  Client shall issue to Consultant 
1,400,000 shares of the common stock of the Company.  
Client shall issue those shares pursuant to an S-8 
offering.  Consultant shall, prior to issuance, execute 
a general form of release and a form investment letter 
regarding the restricted securities to be issued.  In 
the event that Client is unable to complete an S-8 
offering, Consultant may elect to receive the shares as 
restricted common stock.

4.  Work Product.  It is agreed that, any information and 
materials produced for Client shall be property of 
Consultant, free and clear of all claims thereto by Client, 
and Client shall retain no claim of authorship therein.

5.  Disclosure of Information.  Consultant recognizes and 
acknowledges that Consultant has and will have access to 
certain confidential information of Client and its 
affiliates that are valuable, special and unique assets and 
property of Client and such affiliates.  Consultant will 
not, during or after the term of this Agreement, disclose, 
without the prior written consent or authorization of 
Client, any such information to any person, except to 
authorized representatives of Consultant or its affiliates 
for purposes of the services to be rendered under this 
Agreement, for any reason or purpose whatsoever.  In this 
regard, Client agrees that such authorization or consent to 
disclosure may be conditioned upon the disclosure being made 
pursuant to a secrecy agreement, protective order, provision 
of statute, rule, regulation or procedure under which the 
confidentiality of the information is maintained in the 
hands of the person to whom the information is to be 
disclosed or in compliance with the terms of a judicial 
order or administrative process.

6.  Nature of Relationship.  It is understood and 
acknowledged by the parties that Consultant is being 
retained by Client in an independent capacity and that in 
this connection, Consultant hereby agrees, except as 
otherwise provided herein, or unless Client shall have 
otherwise consented, not to enter into any agreement or 
incur any obligation on behalf of Client.

7.  Conflict of Interest.  Consultant shall be free to 
perform services for other persons during the term of this 
Agreement.  Consultant will notify Client of the performance 
of consulting services for any other person which would 
conflict with the obligations of this agreement.  Upon 
receiving such notice, Client may terminate this Agreement 
or consent to Consultant's outside consulting services.  
Failure to terminate this Agreement shall constitute 
Client's ongoing consent to Consultant's outside consulting 
activities.

8.  Notices.  Any notices required or permitted to be given 
under this Agreement shall be sufficient if in writing and 
delivered or sent by registered or certified mail to the 
principle office of each party as first set forth above.

9.  Waiver of Breach.  Any waiver by a party of a breach of 
any provision of this Agreement by the other party shall not 
operate or be construed as a waiver of any subsequent breach 
by the waiving party.

10.  Assignment.  This Agreement and the rights and 
obligations of the parties hereunder are assignable by 
consultant.

11.  Applicable Law.  It is the intention of the parties 
hereto that this Agreement and the performance hereunder and 
all suits and special proceedings hereunder be construed in 
accordance with and under and pursuant to the laws of the 
State of Arizona and that in any action, special proceeding 
or other proceeding that may be brought arising out of, in 
connection with or by reason of this Agreement, the laws of 
the State of Arizona shall be applicable and shall govern to 
the exclusion of the law of any other forum, without regard 
to the jurisdiction in which any action or special 
proceeding may be instituted.

12.  Arbitration.  All disputes arising under this 
Agreement, except as specifically otherwise provided for 
herein, shall be settled by arbitration in accordance with 
the rules then obtaining of the American Arbitration 
Association in Tucson, Arizona, or its successor, and any 
judgment upon the award rendered may be entered in any court 
having jurisdiction thereof.  The arbitrator shall not have 
the power to amend this Agreement in any respect.

13.  Severability.  All agreements and covenants contained 
herein are severable, and in the event any of them shall be 
held to be invalid by any competent court, the agreement 
shall be interpreted as if such invalid agreements or 
covenants were not contained herein.

14.  Entire Agreement.  This Agreement constitutes and 
embodies the entire understanding and agreement of the 
parties and supersedes and replaces all prior 
understandings, agreements and negotiations between the 
parties.

15.  Counterparts.  This agreement may be executed in 
counterparts, each of which shall be deemed an original, but 
both of which taken together shall constitute but one and 
the same document.

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

CONSULTANT:                   CLIENT:

Sundance Properties, Ltd.     Cronus Corporation

By:______________________     By:______________________
     Alicia Bautista        Jonathan Roberts, President

EXHIBIT 4.1
                CONSULTING AGREEMENT

     This Consulting Agreement is made and entered into to 
be effective as of June 12, 1998, in accordance herewith and 
is by and between Sundance Consulting Corporation, a Nevada 
corporation with offices at 5 Mar Vista Terrace, Tacoma, WA 
98403 (hereinafter referred to as "Consultant"), and Cronus 
Corporation, a Nevada corporation, with offices at 7660 E. 
Broadway, Suite 210, Tucson, AZ 85710 (hereinafter referred 
to as "Client").

A.  Consultant is willing and able to provide various 
valuable services for and on behalf of Client in connection 
with the business of Client.

B.  Client desires to retain Consultant as an independent 
contractor on behalf of Client and Consultant desires to be 
retained in that capacity upon the terms and conditions 
hereinafter set forth.

In consideration of the above and foregoing premises, the 
mutual promises and agreements hereinafter set forth, and 
such other and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, Client and 
Consultant agree as follows:

1.  Consulting Services.  Client hereby retains Consultant 
as an independent contractor to Client and Consultant hereby 
accepts and agrees to such retention.  Consultant shall 
render to Client services of an advisory or consultative 
nature in order to assist the Client in its fundraising and 
marketing.  It is not intended that the performance of the 
consulting services described herein shall be accomplished 
exclusively by Consultant;  therefore, Consultant may engage 
persons as subcontractors to assist in the discharge of the 
responsibilities hereunder, with such services at the cost 
and expense of Consultant.

2.  Time, Place and Manner of Performance.  Consultant shall 
be available for advice and counsel to the officers and 
directors of Client at such reasonable and convenient times 
and places as may be mutually agreed upon.  Except as 
aforesaid, the time, place and manner of performance of the 
service hereunder, including the amount of time to be 
allocated by Consultant to any specific service, shall be 
determined in the sole discretion of Consultant.  

3.  Terms of Agreement.  This Agreement shall begin on the 
effective date hereof and continue for a period of one year 
thereafter, and shall continue after this initial period 
unless earlier terminated by either party on ten day's 
notice.  This Agreement is subject to early termination by 
Consultant upon Consultants due diligence and appraisal of 
Clients business and nature of Clients assets.

4.  Compensation.  In recognition of Consultant's efforts, 
past and present, resulting in the receipt of more than 
$300,000 in financing to Client, Client shall pay Consultant 
a fee equal to 10% of all such funds raised, payable in cash 
or in shares of consulting stock of Client.  In no event 
shall the total compensation to Consultant pursuant to this 
agreement exceed the value of $100,000.  If the compensation 
is to be paid in consulting stock, an S-8 registration 
statement shall be issued and filed within six months from 
the date of this agreement.

5.  Work Product.  It is agreed that, any information and 
materials produced for Client shall be property of 
Consultant, free and clear of all claims thereto by Client, 
and Client shall retain no claim of authorship therein.

6.  Disclosure of Information.  Consultant recognizes and 
acknowledges that Consultant has and will have access to 
certain confidential information of Client and its 
affiliates that are valuable, special and unique assets and 
property of Client and such affiliates.  Consultant will 
not, during or after the term of this Agreement, disclose, 
without the prior written consent or authorization of 
Client, any such information to any person, except to 
authorized representatives of Consultant or its affiliates 
for purposes of the services to be rendered under this 
Agreement, for any reason or purpose whatsoever.  In this 
regard, Client agrees that such authorization or consent to 
disclosure may be conditioned upon the disclosure being made 
pursuant to a secrecy agreement, protective order, provision 
of statute, rule, regulation or procedure under which the 
confidentiality of the information is maintained in the 
hands of the person to whom the information is to be 
disclosed or in compliance with the terms of a judicial 
order or administrative process.

7.  Nature of Relationship.  It is understood and 
acknowledged by the parties that Consultant is being 
retained by Client in an independent capacity and that in 
this connection, Consultant hereby agrees, except as 
otherwise provided herein, or unless Client shall have 
otherwise consented, not to enter into any agreement or 
incur any obligation on behalf of Client.

8.  Conflict of Interest.  Consultant shall be free to 
perform services for other persons during the term of this 
Agreement.  Consultant will notify Client of the performance 
of consulting services for any other person which would 
conflict with the obligations of this agreement.  Upon 
receiving such notice, Client may terminate this Agreement 
or consent to Consultant's outside consulting services.  
Failure to terminate this Agreement shall constitute 
Client's ongoing consent to Consultant's outside consulting 
activities.

9.  Notices.  Any notices required or permitted to be given 
under this Agreement shall be sufficient if in writing and 
delivered or sent by registered or certified mail to the 
principle office of each party as first set forth above.

10.  Waiver of Breach.  Any waiver by a party of a breach of 
any provision of this Agreement by the other party shall not 
operate or be construed as a waiver of any subsequent breach 
by the waiving party.

11.  Assignment.  This Agreement and the rights and 
obligations of the parties hereunder are assignable by 
consultant.

12.  Applicable Law.  It is the intention of the parties 
hereto that this Agreement and the performance hereunder and 
all suits and special proceedings hereunder be construed in 
accordance with and under and pursuant to the laws of the 
State of Nevada and that in any action, special proceeding 
or other proceeding that may be brought arising out of, in 
connection with or by reason of this Agreement, the laws of 
the State of Nevada shall be applicable and shall govern to 
the exclusion of the law of any other forum, without regard 
to the jurisdiction in which any action or special 
proceeding may be instituted.

13.  Arbitration.  All disputes arising under this 
Agreement, except as specifically otherwise provided for 
herein, shall be settled by arbitration in accordance with 
the rules then obtaining of the American Arbitration 
Association in Tucson, Arizona, or its successor, and any 
judgment upon the award rendered may be entered in any court 
having jurisdiction thereof.  The arbitrator shall not have 
the power to amend this Agreement in any respect.

14.  Severability.  All agreements and covenants contained 
herein are severable, and in the event any of them shall be 
held to be invalid by any competent court,  the agreement 
shall be interpreted as if such invalid agreements or 
covenants were not contained herein.

15.  Entire Agreement.  This Agreement constitutes and 
embodies the entire understanding and agreement of the 
parties and supersedes and replaces all prior 
understandings, agreements and negotiations between the 
parties.

16.  Counterparts.  This agreement may be executed in 
counterparts, each of which shall be deemed an original, but 
both of which taken together shall constitute but one and 
the same document.

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

CONSULTANT:                       CLIENT:

Sundance Consulting Corporation   Cronus Corporation

By:______________________      By:_______________________
  Ian Collins, President	     Jonathan Roberts, President

EXHIBIT 5.1

STEPHEN A. ZRENDA, JR., P.C. 
ATTORNEY AND COUNSELOR AT LAW
Telephone(405) 235-2111
Telecopy (405) 235-2157  
1520 BANK ONE CENTER 
100 NORTH BROADWAY
OKLAHOMA CITY, OKLAHOMA  73102-8601

                          June 25, 1998

Cronus Corporation
7660 E. Broadway
Suite 210
Tucson, Arizona 85710

Dear Sirs:

     We have acted as special counsel to Cronus Corporation 
(the "Company") to render a legal opinion regarding its Form 
S-8 Registration Statement to be filed with the Securities 
and Exchange Commission concerning its plan to issue its 
Common Stock, $.001 par value, to consultants to the
Company.

     In connection with this opinion, we have examined 
originals or copies, certified or otherwise identified to 
our satisfaction, of such corporate records, agreements, 
instruments and documents of the Company, certificates of 
public officials and of officers of the Company, and such 
other certificates, documents and records, and have made 
such other investigations, as we have deemed necessary or 
appropriate as a basis for the opinions hereinafter 
expressed.  As to questions of fact material to such 
opinions we have, when relevant facts were not independently 
established, relied upon such certificates of public 
officials and of such officers, such other certificates, 
documents and records, and upon the representations of such 
parties.  In addition, we have assumed: (i) the genuineness 
of all signatures on all documents seen or reviewed by us, 
ii) the authenticity of documents submitted to us as 
originals, and (iii) the conformity with the original and 
certified copies of all documents submitted to us as copies 
and the authenticity of the originals thereof.  We have also
examined such matters of law and such additional matters of 
fact as we consider necessary or appropriate in connection 
with the opinions hereinafter expressed.

     Based on and subject to the foregoing, it is our 
opinion that:

     1.   The Company is a corporation duly organized, 
validly existing and in good standing under the laws of the 
State of Nevada; and

     2.   Assuming the accuracy of the documents, 
representations and warranties of the Company, the offer, 
issuance and sale of the Common Stock of the Company to 
consultants under the terms and provisions of written 
consulting agreements will have been duly authorized and 
validly issued and will be fully paid and nonassessable.

     The opinions expressed herein are solely for your 
benefit in connection with the Form S-8 Registration 
Statement of the Company and may not be relied upon in any 
manner or for any purpose by any other person or entity 
without the prior written consent of this firm.

                     Very truly yours,

                     STEPHEN A. ZRENDA, JR., P.C.

                     By:                                
                        Stephen A. Zrenda, Jr., Esq.

EXHIBIT 23.1

Addison, Roberts & Ludwig, P.C.
Certified Public Accountants

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We hereby consent to the incorporation by reference of our 
report dated June 10, 1998, in this Registration Statement 
on Form S-8 for Cronus Corporation.

June 22, 1998
Addison, Roberts & Ludwig, PC
2910 N. Swan Road, Suite 204
Tucson, Arizona 85712