EXHIBIT 10.4

                                 CONCORDA CORP.
                                 P.O. BOX 40400
                                 MESA, AZ 85274
                                 (604) 731-9100
                                  FAX 731-9565


                              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  Concorda Corp. (the
"Consultant")  to  provide  business  and  financial   consulting   services  in
connection  with your potential  acquisition of ConSyGen,  Inc. (the  "Target").
Concorda Corp. 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 Concorda, Corp.

         The above is confirmed:                  Yours very truly,

         C Square Ventures, Inc.                  Concorda, Corp.


         By:/s/Carl H. Canter                     By:/s/Kae Y. Park
            ----------------------------             ------------------------
            Carl H. Canter, President                Kae Y. Park, President
Dated:   July 10, 1996