EXHIBIT 10.5

                                  EXHIBIT 10.5

                         Scarlett Investment Group, Inc.


                              Consulting Agreement

Xx. Xxxx X. Xxxxxx, President
C Square Ventures, Inc.
000 X.X. 00xx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx  00000-0000

Dear Xx. Xxxxxx:

         This will confirm the terms under which you, Xxxx X. Xxxxxx,  President
of C Square  Ventures,  Inc. (the  "Company") have engaged  Scarlett  Investment
Group,  Inc. (the  "Consultant")  to provide  business and financial  consulting
services in connection  with your potential  acquisition of ConSyGen,  Inc. (the
"Target").  Scarlett  Investment  Group,  Inc. shall provide advice and guidance
upon request in connection with the foregoing transaction including:

     1.  Assisting in the  evaluation of the  financial  condition and reviewing
         the  financial  information  supplied  relating  to  the  business  and
         financial condition of the Target.

     2.  Assisting  management and counsel in the negotiation of the acquisition
         agreement.

     3.  Assisting  in  working  with the  Company's  counsel  and  auditors  in
         conjunction  with the  preparation of any  documentation  in connection
         with the transaction referred to above.

     4.   Assisting management in its due diligence investigation of the Target.

         Upon completion of such  acquisition  Consultant shall be paid a fee of
500,000 free trading shares of the Company's common stock, such shares not being
subject to the proposed reverse stock split of the Company's common stock.  Such
shares shall be registered under Form S-8 of the Securities Act of 1933.

         The Company agrees that it will reimburse  Consultant for actual travel
and other out-of pocket  expenses  reasonably  incurred in  connection  with the
performances of services  thereunder and which have been approved by the Company
in advance in writing.

         If the foregoing  accurately  sets forth the full and complete terms of
our  agreement,  please so confirm by signing in the place  indicated  below and
returning to me at which time this shall constitute a legally binding  agreement
between you and Scarlett Investment Group, Inc.

         The above is confirmed:                 Yours very truly,

         C Square Ventures, Inc.                 Scarlett Investment Group, Inc.


         By:/s/Xxxx X. Xxxxxx                    By:/s/J.R. Xxxxxxxxx
            ----------------------------            ----------------------------
            Xxxx X. Xxxxxx, President               J.R. Xxxxxxxxx, President
Dated:   July 10, 1996