EXHIBIT 10.6


                             The Canter Corporation


                              Consulting Agreement

Mr. Carl H. Canter, President
C Square Ventures, Inc.
551 N.W. 77th Street, Suite 109
Boca Raton, Florida  33487-1330

Dear Mr. Canter:

         This will confirm the terms under which you, Carl H. Canter,  President
of C Square Ventures,  Inc. (the "Company") have engaged The Canter  Corporation
(the  "Consultant")  to provide  business and financial  consulting  services in
connection with your potential acquisition of ConSyGen, Inc. (the "Target"). The
Canter  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 Canter Corporation

         The above is confirmed:                  Yours very truly,

         C Square Ventures, Inc.                  The Canter Corporation


         By:/s/Carl H. Canter                     By:/s/Carl H. Canter
            ----------------------------             ---------------------------
            Carl H. Canter, President                Carl H. Canter, President
Dated:   August 20, 1996