CSGI SETTLEMENT TERM SHEET

     This Term Sheet is entered into by and between  ConSyGen,  Inc. ("CSGI") on
behalf of itself and its officers, directors,  employees,  attorneys and agents,
and Sovereign Partners Limited Partnership ("Sovereign"),  Dominion Capital Fund
Limited   ("Dominion"),   Canadian  Advantage  Limited  Partnership   ("Canadian
Advantage";  collectively with Sovereign and Dominion, the "Debenture Holders"),
Stephen M. Hicks,  Thomson Kernaghan & Co. and Mark Valentine  (collectively the
"Debenture  Parties") on behalf of  themselves  and their  officers,  directors,
employees,  attorneys,  heirs,  executors and agents,  in consideration  for the
mutual  promises and  covenants  contained  herein,  to avoid  further risks and
uncertainty of litigation, and for other good and sufficient consideration,  the
adequacy of which is hereby acknowledged. This Term Sheet is intended to provide
a  framework  for a complete  and binding  settlement  of certain  disputes  and
litigation among the parties and is meant to be legally enforceable according to
its terms.

CSGI'S DUE DILIGENCE

1.   Based upon CSGI's due diligence and the discovery that has been  conducted,
     CSGI has now  determined  that there was,  and is, no basis in fact for the
     statements  made  by  CSGI,   through  its  former   management  and  other
     representatives,  alleging wrongdoing by the Debenture Parties.  Therefore,
     CSGI has  concluded  that  there was no  actionable  conduct  by any of the
     Debenture Parties with respect to CSGI or its shareholders.

                                      TERMS

THE DEBENTURE LITIGATION [No. 98 Civ. 8457 (RLC) (S.D.N.Y.)]

2.   Subject to the  consent of the Court,  which all parties to this Term Sheet
     will cooperate to obtain, the Debenture  Litigation shall be stayed pending
     CSGI's  compliance  with its  obligations  under this Term Sheet,  at which
     point the Debenture Litigation shall be dismissed,  with prejudice, and the
     parties to this Term Sheet  shall  exchange  releases  with  respect to all
     claims that were or could have been asserted in the  Debenture  Litigation.
     Upon the execution of a final, detailed Settlement Agreement as provided in
     paragraph  12  below,  CSGI  shall  deliver  to  the  Debenture  Parties  a
     stipulated  judgment,  in favor of the Debenture Parties,  in the amount of
     $2,700,000,  plus interest and penalties as set forth in paragraph 3 below,
     plus $200,000  towards the Debenture  Parties'  attorneys'  fees and costs,
     which  judgment  shall be filed with the court upon a breach by CSGI of the
     Settlement  Agreement.  As CSGI  honors  future  conversion  notices by the
     Debenture Holders,  the amount of the stipulated  judgment shall be reduced
     by the principal amount converted, together with the interest and penalties
     applicable to that principal amount.

CSGI Will Honor The Debentures

3.   CSGI acknowledges its obligations to honor the Debentures and the Debenture
     Documents in the amount of $250,000 for Canadian Advantage,  $1,450,000 for
     Dominion Capital and $1,000,000 for Sovereign, plus accrued interest as per
     the Debenture  Documents and an  additional  10% of the original  principal
     amount of  $3,500,000,  payable  in CSGI  stock,  to cover a portion of the
     liquidated damages relating to the lapse of the registration  statement and
     non-delivery of shares.  CSGI also acknowledges its obligations,  as stated
     in the Debenture  Documents,  with respect to the Warrants  associated with
     the Debentures.

4.   CSGI shall  cooperate with the Debenture  Holders so that they can sell the
     maximum shares of CSGI stock allowed under this Term Sheet and Rule 144.

LIMITATIONS ON DEBENTURE HOLDERS

5.   On the condition that CSGI is not in default of the Term Sheet or the final
     Settlement  Agreement,  the  Debenture  Holders will limit their  aggregate
     daily  sales of CSGI  shares to the greater of (i) 25% of the higher of the
     previous days trading  volume or the current days trading  volume,  (ii) an
     amount worth $20,000, or (iii) 20,000 shares.
<PAGE>
6.   The  Debenture  Holders agree not to engage in short sales of CSGI's stock,
     as that term is defined in the Federal securities laws and SEC regulations.

7.   [INTENTIONALLY LEFT BLANK].

THE  DEFAMATION   LITIGATION  [No.  99  Civ.  0564  (RJW)   (S.D.N.Y.)  and  No.
99-CV-162139 (Ontario Court General Division)]

8.   Subject to the  consent of the Court,  which all parties to this Term Sheet
     will endeavor to obtain,  the  Defamation  Litigation  also shall be stayed
     pending CSGI's  compliance with its  obligations  under this Term Sheet, at
     which point the Defamation  Litigation  will be dismissed,  with prejudice,
     and the parties to this Term Sheet will  exchange  releases with respect to
     all  claims  that  were or  could  have  been  asserted  in the  Defamation
     Litigation.

9.   The  Defamation  Litigation  shall only be stayed and  dismissed as against
     CSGI,  its  officers,  directors  (including  Jeffrey Weiss but only to the
     extent claims  against him arise out of his conduct  during his tenure,  in
     his  capacity,  and  within  the scope of his  duties as a CSGI  director),
     employees  and agents.  Neither  the  Defamation  Litigation  nor any other
     litigation  shall be stayed or dismissed as against any member of the Weiss
     family (except Jeffrey Weiss to the extent described above), Harry M. Weiss
     & Associates.  P.C., any person acting in concert with the Weiss family who
     was not an  officer or  director  of CSGI,  any  Internet  posters  (unless
     specifically  identified by CSGI in Exhibit A hereto), or any other person.
     The  Debenture  Parties  shall  remain free to pursue all  available  legal
     remedies,  in any available  forum,  against any member of the Weiss family
     (except  Jeffrey  Weiss to the extent  described  above),  Harry M. Weiss &
     Associates.  P.C.,  any person  acting in concert with the Weiss family who
     was not an  officer or  director  of CSGI,  any  Internet  posters  (unless
     specifically  identified by CSGI in Exhibit A hereto),  or any other person
     not the beneficiary of the stay and release contemplated by this paragraph.
     CSGI and its officers, directors, employees and agents agree to provide the
     Debenture  Parties with all  information  they have received from the Weiss
     family and/or other third parties regarding the allegations made by CSGI or
     others against the Debenture  Parties.  For example,  CSGI will provide the
     Debenture  Parties with all documents and information CSGI or its attorneys
     received  from Mark Krum and other  attorneys  (except for C. Steven Rorke,
     Donald R. Day, Cummings, McClorey, Davis, Acho & Day and Camhy, Karlinsky &
     Stein) and all  information  it has  regarding  the  identity of "Tech." In
     addition, CSGI will:

     (a)  Direct the law firm of Ross,  Dixon & Bell  ("RDB") to comply with the
          subpoena  served upon it in the Debenture  Litigation  and to withdraw
          its claims of  attorney-client  privilege  and work  product  immunity
          asserted in response to the subpoena;

     (b)  Direct  the firms of RDB and Speno & Cohen,  and any other  lawyers or
          firms it may have retained in connection with the litigations  (except
          for C. Steven Rorke, Donald R. Day, Cummings,  McClorey, Davis, Acho &
          Day and Camhy, Karlinsky & Stein) to turn over to CSGI all information
          and  documents  contained in their  respective  files  concerning  the
          allegations made against the Debenture Parties;

     (c)  Upon the execution of the final, detailed Settlement  Agreement,  make
          all such information and documents available to the Debenture Parties,
          except to the extent that such  materials are (i)  privileged and (ii)
          likely  to  prejudice  the  interests  of CSGI  and/or  the  Debenture
          Parties,  in which case CSGI and the Debenture Parties will consult in
          good faith and make a joint determination as to whether such materials
          should be turned over to the Debenture Parties.

     The stay of the Defamation  Litigation  against Thomas S. Dreaper and other
     former officers of CSGI shall only remain in effect to the extent that they
     similarly cooperate with the Debenture Parties.
<PAGE>
RETRACTION

10.  CSGI shall  immediately  issue a retraction  of its public  accusations  of
     wrongdoing against the Debenture  Parties.  Such retraction shall be issued
     as a press release by CSGI (on the news wires of Reuters, Bloomberg and the
     Dow Jones News Service and on Internet  business wires of Yahoo and Silicon
     Investors) and shall provide as follows:

     "Based upon CSGI's due diligence and the discovery that has been conducted,
     CSGI has now  determined  that there was,  and is, no basis in fact for the
     statements  made  by  CSGI,   through  its  former   management  and  other
     representatives,  alleging  wrongdoing  by Thomson  Kernaghan  & Co.  Ltd.,
     Canadian   Advantage  Limited   Partnership,   Sovereign  Partners  Limited
     Partnership,   Dominion  Capital  Fund  Limited,  Stephen  Hicks  and  Mark
     Valentine (the  "Debenture  Parties").  Therefore,  CSGI has concluded that
     there was no actionable  conduct by the  Debenture  Parties with respect to
     CSGI or its shareholders.  In recognition and  acknowledgement of this fact
     and CSGI's undisputed financial obligations to Sovereign Partners, Dominion
     Capital and Canadian  Advantage (the holders of CSGI debentures),  CSGI has
     reached a  settlement  in principle  with the  Debenture  Parties.  If CSGI
     honors  its  obligations  under  the  settlement  and the  debentures,  the
     settlement  will fully and finally  resolve the debenture  holders'  claims
     asserting  that  CSGI  defaulted  on  its  obligations  arising  from  CSGI
     debentures  held by them,  and  CSGI's  claims of  wrongdoing  against  the
     Debenture Parties. The settlement also stays other litigation filed against
     CSGI, including defamation actions,  pending the repayment of all principal
     and interest due under the debentures and other sums due under the terms of
     the  debentures.   CSGI's  board  of  directors  has  determined  that  the
     settlement  is  beneficial to CSGI and its  shareholders.  Lewis  Burridge,
     ConSyGen's  current  Chief  Executive  Officer,  commented  that  `ConSyGen
     regrets  any harm  caused  to the  Debenture  Parties  as a  result  of our
     allegations of wrongdoing.' Mr. Burridge added that `we are all relieved to
     put this matter  behind us so that we can move  forward and  implement  our
     business plan.'"

     CSGI  acknowledges that the intention of the retraction is to undo whatever
     negative  appearance,  impression  or harm  that  has  been  caused  to the
     Debenture  Parties  by the  allegations  made  as to  them  by  CSGI.  Such
     retraction/statement  shall  also be made in a CSGI 8K  report  to be filed
     with  Securities  and Exchange  Commission no later than one week after the
     execution of this Term Sheet, and in a sworn statement to be signed,  under
     penalty of perjury,  upon  information and belief,  by Lewis Burridge.  The
     Debenture Parties agree that CSGI may, at its option, include the following
     statement in the press  release:  "A spokesman  for the  Debenture  Parties
     stated,  `we are pleased to put this matter  behind us and look  forward to
     working with CSGI in the future so that they can  effectively  move forward
     with their business plans.'"

TERMINATION AND FINALIZATION OF SETTLEMENT

11.  This Term Sheet shall be terminated,  and the Debenture Holders may proceed
     with the Debenture  Litigation,  the Defamation  Litigation,  and any other
     claims they may have against  CSGI,  its  officers,  directors,  employees,
     attorneys and agents, upon the occurrence of any of the following events of
     default by CSGI:

     (a)  Failure to comply with the obligations set forth in this Term Sheet;

     (b)  Delisting of CSGI's stock by the OTC Bulletin Board;

     (c)  Failure by CSGI to comply with its  reporting  requirements  under the
          Federal securities laws and SEC regulations;

     (d)  Any  statement  by or on  behalf  of CSGI,  its  directors,  officers,
          employees,  attorneys  or  agents  that  contradicts  the  text of the
          retraction   and  press  release  set  forth  in  paragraph  10,  that
          repudiates this Term Sheet,  or that accuses the Debenture  Parties of
          wrongdoing in connection with the Debentures and/or CSGI.

12.  Assuming no event of default,  the parties will work in good faith  towards
     preparing and executing a final,  detailed  Settlement  Agreement to embody
     the terms of this Term Sheet and any other  usual,  customary  or desirable
     provisions not inconsistent with this Term Sheet.
<PAGE>
MISCELLANEOUS

13.  If this Term  Sheet is  terminated  prior to the  execution  of the  final,
     detailed  Settlement  Agreement,  its terms shall not be admissible for any
     purpose  whatsoever  in  any  litigation  now  pending  or  brought  by the
     Debenture Holders,  CSGI or any affiliates of CSGI, except a proceeding for
     the enforcement, interpretation or breach of the Term Sheet.

14.  The parties have entered into this Term Sheet of their own free will, after
     due consideration and an opportunity to consult with their respective legal
     counsel, based solely upon the promises and representations made herein and
     not upon any promises or representations not made herein.

CONSYGEN, INC.

By: /s/ A. Lewis Burridge            Dated: 8 March, 2000
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Its President - CEO
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SOVEREIGN PARTNERS LIMITED PARTNERSHIP

By: /s/ Stephen M. Hicks             Dated: 8 March 2000
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Its
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DOMINION CAPITAL FUND LIMITED

By: /s/ David K. Sims                Dated: March 8, 2000
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Its  Director
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CANADIAN ADVANTAGE LIMITED PARTNERSHIP

By: /s/ Mark Valentine               Dated: 8 March 2000
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Its  General Partner
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STEPHEN M. HICKS

/s/ Stephen M. Hicks                 Dated: 8 March 2000
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THOMSON KERNAGHAN & CO.

By: /s/ Mark Valentine               Dated: 8 March 2000
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Its  Chairman
   -------------------------------

MARK VALENTINE

/s/ Mark Valentine                   Dated: 8 March 2000
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