EXHIBIT 10.2
CARRIAGE HOUSE CAPITAL
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Consulting Agreement
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇, President
C Square Ventures, Inc.
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Dear ▇▇. ▇▇▇▇▇▇:
This will confirm the terms under which you, ▇▇▇▇ ▇. ▇▇▇▇▇▇, President
of C Square Ventures, Inc. (the "Company") have engaged Carriage House Capital
(the "Consultant") to provide business and financial consulting services in
connection with your potential acquisition of ConSyGen, Inc. (the "Target").
Carriage House Capital 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
1,000,000 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 Carriage House Capital.
The above is confirmed: Yours very truly,
C Square Ventures, Inc. Carriage House Capital
By:/s/▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, President ▇▇▇▇▇▇ ▇▇▇▇, President
Dated: July 10, 1996
