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                                                                    Exhibit 10.2

                          Tashenberg Advisory Agreement
                    made as of the ___ day of February, 2000

      BETWEEN Fullcom, Inc., a New Jersey corporation (the "Company") with
offices at 11 Chambers Street, Princeton, New Jersey, Contessa Corporation, a
Delaware Corporation and Brad Tashenberg ("Consultant"), an individual with
offices at 4265 San Felipe, Houston, Texas 77027.

      WHEREAS Contessa Corporation ("Contessa") and the Company desire to merge
the Company with and into Contessa's wholly-owned subsidiary, Fullcomm
Acquisition Corp., whereby Acquisition shall be the surviving entity, and shall
change its name to Fullcomm, Inc. and whereby the transaction shall qualify as a
tax free exchange pursuant to Section 351 of the Internal Revenue Code ("IRC");

      WHEREAS, in furtherance of such combination, the Boards of Directors
and/or shareholders of Contessa, Acquisition and the Company have each approved
the merger of Fullcomm with and into Acquisition (the "Merger"), upon the terms
and subject to the conditions set forth in the Merger Agreement and Plan of
Merger dated as of January 28, 2000 between the Company, Contessa, and certain
other parties (the "Merger Agreement"), in accordance with the applicable
provisions of the Delaware General Corporation Law (the "DGCL") and the New
Jersey Business Corporation Act (the "NJBCA").

      WHEREAS, the Company Shareholders desire to exchange all of their
ownership interest in the Company for shares of Contessa common stock on the
basis set forth in Section 1.2(c) of the Merger Agreement and in the respective
amounts set forth in Schedule 1.2 thereto as a tax free exchange pursuant to
Section 351 of the IRC; and

      WHEREAS, the execution of this Agreement is a condition to the Merger
taking place.

      NOW THEREFORE, the parties hereto agree as follows:

      1.    Duties. Company agrees to engage Consultant to provide, and
            Consultant agrees to provide, to the Company or to its designee,
            advisory services relating to the marketing of computer hardware
            security devices and strategic advisory services, all subject to the
            terms and conditions contained herein.

      2.    No Consents or Conflicts. Consultant warrants to the Company that
            Consultant is in a position to provide such services in accordance
            with the provisions, and throughout the whole of the term, of this
            Agreement without the consent of any other party.

      3.    Term. The engagement shall commence from the effectiveness of the
            Merger referred to above and shall, subject to the provisions of
            Section 10, continue for a period of two (2) years.

      4.    Remuneration. Contessa shall issue to Consultant 175,000 shares of
            common stock for its services to be issued immediately upon the
            consummation of the Merger.


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            Contessa and Consultant agree to take all actions necessary to
            ensure that in a dilutive transaction Consultant and the majority
            stockholders of Contessa at the time the Merger is consummated
            ("Majority Stockholders") will be diluted at the same proportionate
            rate and in any sale of substantially all of the assets or the
            majority of the stock of Consultant and the Majority Stockholders
            shall receive the same total compensation per share for their shares
            of stock in Contessa. Further, Consultant and the Majority
            Shareholders agree to enter into a shareholder's agreement with
            mutually agreeable terms, including but not limited to rights of
            first refusal.

      5.    Restricted Shares for Three (3) Years. It is understood and agreed
            that the above shares will not have been registered and will be
            "restricted" shares which are not freely tradeable, and may only be
            sold if registered under the Securities Act of 1933, as amended and
            appropriate "Blue Sky" provisions are observed. In addition, such
            shares shall be, and hereby are, restricted, and there shall be no
            transfer, pledge, or other alienation until three (3) years from the
            effective date of the Merger, except under any right of first
            refusal under a shareholders agreement.

      6.    Competition. Company and Contessa acknowledge that Consultant is
            involved in companies and activities that compete in the marketplace
            with the operations and technology of Company.

      7.    Non-Disclosure. Until the expiration of three (3) years following
            the date of this Agreement, each party agrees, to keep confidential
            and not disclose to any third party the terms of this Agreement and
            any information received from the other parties, representatives or
            advisors under this Agreement that is clearly labeled confidential.
            This non-disclosure obligation shall not apply to any information
            that was in the public domain prior to receipt or that becomes part
            of the public domain other than by the receiving party's breach of
            the provisions of this Agreement, was rightfully in the receiving
            party's possession prior to receipt or is received from a third
            party through no breach of any confidentiality obligation of the
            receiving party. In addition, the parties may disclose information
            to the extent required by the order of any court, administrative
            agency or pursuant to any requirement of law or to its employees,
            agents, and advisors to the extent reasonably necessary to carry out
            the subject matter of this Agreement, with the disclosing party
            taking all reasonable efforts to minimize the scope of disclosure
            and to prevent further dissemination.

      8.    Return of Property. Following the termination of its engagement
            hereunder, Consultant shall return to the Company on demand all
            items of property belonging to the Company or any other affiliated
            company or its or their customers or business associates which came
            into its possession during its engagement hereunder, including (but
            not limited to) lists of customers or clients, correspondence,
            documents, computer diskettes or files or other material, whether
            stored in written, electronic, digital or any other type of medium,
            which may be in its possession or under its control. Consultant
            shall refrain from removing or copying databases or commercial
            information of the Company which is not in the public domain, for
            the purpose of their subsequent commercial use for the benefit of
            any party or parties outside the


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            Company without express consent and approval to that effect having
            been obtained from the Company's Board of Directors. Notwithstanding
            the above, Consultant shall be entitled to keep and own any and all
            if its work product generated during the term of this Agreement.

      9.    Termination. Notwithstanding the other provisions of this Agreement,
            either party shall be entitled to terminate the engagement
            established by this Agreement forthwith (but without prejudice to
            the accrued rights and liabilities of either party hereunder and
            Consultant's continuing obligations under Section 7 or 8) with or
            without cause at any time. If Company terminates this Agreement
            without cause, Consultant shall be entitled to retain all if the
            shares provided under Section 4. herein and shall be released from
            any restrictions on the sale thereof as soon as legally permitted by
            Rule 144, promulgated under the Securities Act of 1933 as amended
            and the "Blue Sky" provisions.

      10.   Notices. Any notice in writing to be served hereunder may be given
            personally to the Secretary of the Company or to Consultant or its
            representative as the case may be or may be posted to the office
            mentioned above of either party for the time being or may be posted
            to either party at their last known address. Any such notice sent by
            post shall be deemed served ten (10) calendar days after it is
            posted and in providing such notice it shall be sufficient to prove
            that the notice was properly addressed and put in the post. Notices
            may also be delivered by confirmed facsimile transmission.

      11.   Merger of prior agreements. This Agreement takes effect in
            substitution for all previous agreements and arrangements whether
            written, oral or implied between the Company and Consultant relating
            to Consultant's services and which agreements and arrangements shall
            be deemed to have been terminated by mutual consent as from the date
            of this Agreement.

      12.   Incorporation of Defined Terms. Capitalized terms not otherwise
            defined herein shall have the meaning ascribed to them in the Merger
            Agreement.

      13.   Miscellaneous. This Agreement shall be governed by the substantive
            law of New Jersey and each party hereto (i) waives trial by jury,
            (ii) submits to the jurisdiction of any court of general
            jurisdiction located within the state of New Jersey, or the federal
            district court resident therein, and (iii) waives any defense of
            inconvenient forum.

      14.   Condition Subsequent. It shall be a condition subsequent to the
            Company's and Contessa's obligations under this Agreement that the
            Merger referred to in the recitals shall have been consummated
            substantially in accordance with its terms. In the event that such
            Merger is not so consummated, Company shall have no further
            obligation hereunder except Company's obligations and agreements
            under Sections 7, 9 and 13 shall survive and remain in full force
            and effect and Consultant shall retain all rights to enforce such
            obligations. Further, in the event of such Merger not being
            consummated, Consultant's obligations and agreements under Sections
            7, 8,


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            and 13 shall survive and remain in full force and effect, and
            Company shall retain all rights to enforce such obligations.

      IN WITNESS WHEREOF this Agreement of four (4) pages has been signed by or
on behalf of the parties hereto the day and year first before written.

FULLCOM, INC.                           CONTESSA CORPORATION

By: __________________________________  By  _________________________________
Name: ________________________________  Name: _______________________________
Title: _______________________________  Title: ______________________________


______________________________________
Brad Tashenberg


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