EXHIBIT 10.6
The Xxxxxx Corporation
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 The Xxxxxx Corporation
(the "Consultant") to provide business and financial consulting services in
connection with your potential acquisition of ConSyGen, Inc. (the "Target"). The
Xxxxxx Corporation 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
400,000 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.
Notwithstanding such registration, Consultant agrees not to transfer such shares
for a period following the completion of the acquisition determined by the
Company but not to exceed a period of 60 days and the Company may legend or
delay delivery of your stock certificate to assure compliance with such transfer
restriction.
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 The Xxxxxx Corporation
The above is confirmed: Yours very truly,
C Square Ventures, Inc. The Xxxxxx Corporation
By:/s/Xxxx X. Xxxxxx By:/s/Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President Xxxx X. Xxxxxx, President
Dated: August 20, 1996
