EXHIBIT 10.16

 
                               EUGENE L. WILPON
                                ATTORNEY AT LAW
                                 225 Broadway
                           New York, New York 10007


June 7, 1996

Mr. Paul Donner
CaroSELL, Inc.
315 First Street, Suite U-190
Encinitas, California 92024

Re: Additional Stock Issuance Continental Capital "CCC"

Dear Paul:

As per our recent conversations, CCC has offered and you have agreed to accept 
250,000 additional shares of common stock in CCC as consideration for you and 
your shareholders elimination of the time constraints on CCC in regard to the 
June 10, 1996, deadline for CCC's stock to resume trading.

As we discussed, the documents are in the hands of the Securities and Exchange 
Commission (SEC) and we expect final approval "any day now."

The additional funds required to bring CCC's current investment in CaroSELL up
to $250,000.00 should be in the CaroSELL bank account in Chicago early next
week.

Paul, please sign the bottom of this letter and fax it back to Eugene's office 
at 212 267-0402, thank you.  I'm looking forward to a very prosperous and 
enjoyable relationship with you.

Sincerely,



Milton J. Wilpon
CEO, Continental Capital Corp.

Agreed to this 7th day of June, 1996


____________________________________
Paul Donner
President, CaroSELL, Inc.