CONSULTING AGREEMENT

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EXHIBIT 10.2

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "AGREEMENT") is entered into and

effective as of January 28, 2005 (the "EFFECTIVE DATE"), between ACACIA GLOBAL

ACQUISITION CORPORATION, a Delaware corporation, and its successors or assignees

("CLIENT"), and CASCADES VENTURES, INC., an Illinois corporation (the

"CONSULTANT").

RECITALS

A. Pursuant to a Membership Interest Purchase Agreement ("PURCHASE

AGREEMENT") dated as of even date herewith between Client and Global

Patent Holdings, LLC ("PATENT HOLDINGS"), Patent Holdings is selling

all of the outstanding membership interests of the Acquired Companies

(as defined below) to Client (the "TRANSACTION").

B. Consultant is a newly formed corporation, organized for the sole

purpose of providing the Client with certain consulting services, as

more fully described below.

C. Anthony O. Brown ("BROWN") is the sole shareholder, officer and

director of Consultant and, immediately prior to the Effective Date,

was a member, manager and an equity holder of Patent Holdings.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, Consultant and Client (each, a

"PARTY") hereby agree as follows:

1. DEFINITIONS. As used in this Agreement:

1.1 "ACACIA" means Acacia Research Corporation, a Delaware corporation.

1.2 "ACTG STOCK" means the common stock of Acacia, 0.001 par value.

1.3 "ACQUIRED COMPANIES" means the entities listed on SCHEDULE 1 to

this Agreement.

1.4 "BANKRUPTCY EVENT" means, with respect to Acacia, any of the

following unless the same is dismissed, voided, nullified or discharged within

ninety (90) days of commencement appointment or entry: (a) the filing of an

application by Acacia for, or Acacia's consent to, the appointment of a trustee,

receiver, or custodian of Acacia's assets; (b) the entry of an order for relief

with respect to Acacia in proceedings under the United States Bankruptcy Code,

as amended or superseded from time to time; (c) the making by Acacia of a

general assignment for the benefit of creditors; (d) the entry of an order,

judgment, or decree by any court of competent jurisdiction appointing a trustee,

receiver, or custodian of the assets of Acacia; or (e) the commencement of any

proceedings seeking liquidation, reorganization or other relief with respect to

Acacia under any bankruptcy, insolvency or other similar law now or hereafter in

effect shall be commenced.

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1.5 "CASH" means, at any time, any coin or currency of the United

States.

1.6 "CASH EQUIVALENTS" means (a) the following types of property, all

with an original maximum maturity of 60 days: (i) interest bearing savings

deposits, certificates of deposit and banker's acceptances of banks having a

short-term rating in one of the two highest ratings categories by any nationally

recognized credit rating agency; (ii) commercial paper having a short-term

rating in one of the two highest ratings categories by any nationally recognized

credit rating agency, other than commercial paper issued by any bank holding

company; and (iii) United States Treasury bills; and (b) amounts on deposit in

demand deposit accounts with nationally recognized banking institutions having a

short-term rating in one of the two highest ratings categories by any nationally

recognized credit rating agency.

1.7 "CONFIDENTIAL INFORMATION" means any non-public information

(whether or not in written form and whether or not expressly designated as

confidential) relating directly or indirectly to the Client, Acacia, any of the

Acquired Companies or any of the Client's or Acacia's other subsidiaries or

relating directly or indirectly to the business, operations, financial affairs,

performance, assets, technology, processes, products, contracts, customers,

licensees, sublicensees, suppliers, personnel, consultants or plans of the

Client, Acacia, any of the Acquired Companies or any of the Client's or Acacia's

other subsidiaries (including any such information consisting of or otherwise

relating to trade secrets, know-how, technology, inventions, prototypes,

designs, drawings, sketches, processes, license or sublicense arrangements,

formulae, proposals, research and development activities, customer lists or

preferences, pricing lists, referral sources, marketing or sales techniques or

plans, operations manuals, service manuals, financial information, projections,

lists of consultants, lists of suppliers or lists of distributors); PROVIDED,

HOWEVER, that "Confidential Information" shall not include any information which

(i) is generally known to the public or is made generally available in the

public domain (except as a result of the violation of any of its confidentiality

obligations by Brown, Consultant or the Seller (as defined in the Purchase

Agreement)); (ii) is already in the rightful possession of Brown at the time of

disclosure (excluding, however, information relating to the Acquired Companies

prior to the date of this Agreement, which information shall be governed by the

Noncompetition Agreement), without confidentiality restrictions, by Client or

its Affiliates as shown by Brown's files and records immediately prior to the

date hereof; (iii) is obtained by Brown from a third party without a breach of

such third party's obligations of confidentiality (excluding, however,

information relating to the Acquired Companies prior to the date of this

Agreement, which information shall be governed by the Noncompetition Agreement).

1.8 "DAMAGES" means any loss, damage, injury, Liability, claim,

settlement, judgment, award, fine, penalty, tax, charge, or cost of

investigation.

1.9 "INTELLECTUAL PROPERTY RIGHTS" shall be as defined in the Purchase

Agreement.

1.10 "LIABILITY" shall mean any debt, obligation, duty or liability of

any nature (including any unknown, undisclosed, unmatured, unaccrued,

unasserted, contingent, indirect, conditional, implied, vicarious, derivative,

joint, several or secondary liability), regardless of whether such debt,

obligation, duty or liability would be required to be disclosed on a balance

sheet prepared in accordance with generally accepted accounting principles and

regardless of whether such debt, obligation, duty or liability is immediately

due and payable.

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1.11 "NONCOMPETITION AGREEMENT" shall mean the Noncompetition Agreement

entered into between Brown and Client, dated as of the date hereof.

1.12 "PURCHASE AGREEMENT" has the meaning given in Recital A to this

Agreement. Unless otherwise specified, capitalized terms used herein shall have

the same meaning as in the Purchase Agreement.

1.13 "WORKING CAPITAL" means all assets of the Client consisting of

Cash and Cash Equivalents.

2. ENGAGEMENT

2.1 SCOPE OF SERVICES. During the term of this Agreement, Consultant

shall cause Anthony O. Brown to perform those services requested from time to

time by Client and described on Exhibit A hereto (the "SERVICES"), provided that

in no event will Consultant be required to perform Services in excess of twelve

hundred (1200) hours per year. All Services must be within Anthony O. Brown's

area of experience and expertise with the Seller and/or each of the Acquired

Companies.

2.2 PERFORMANCE OF SERVICES. Consultant shall at all times materially

comply with all applicable laws in the course of performing the Services.

Consultant will have exclusive control over the manner and means of performing

the Services including the choice of place and time. For avoidance of doubt,

Client may not require relocation of Consultant's offices. The President or Vice

President of Client may, in writing, grant Consultant express authority with

respect to certain matters.

2.3 PERSONS PROVIDING SERVICES. The Services shall be provided by

approved representatives or such other employees of Consultant who are approved

by the Client in writing prior to performing any of the Services, which approval

may be withheld for any reason or no reason in Client's sole and absolute

discretion. Consultant shall be responsible for a breach of this Agreement by

any of its employees. As of the Effective Date, Anthony O. Brown ("BROWN") is

the only person approved by Client to perform the Services and Consultant shall

cause Anthony O. Brown to perform the Services in accordance with the provisions

of this Agreement.

2.4 ACCESS RULES AND PROCEDURES. While on Client's premises, Consultant

agrees to materially comply with Client's then-current access rules and

procedures, including those procedures pertaining to safety, security, and

confidentiality. Consultant agrees and acknowledges that Consultant has no

expectation of privacy with respect to Client's telecommunications, networking,

or information processing systems (including stored computer files, email

messages, and voice messages) and that the contents of files and messages that

are sent to or received by Consultant may be reviewed and disclosed, at any time

without notice.

2.6 TRAVEL. In no event shall Brown be required to travel or be away

from his office in excess of 5 consecutive days or in excess of 35 days in the

aggregate in any twelve month period. In no event shall Brown be required to

travel outside of the United States without his consent.

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3. INDEPENDENT CONTRACTOR RELATIONSHIP. Consultant's relation to Client under

this Agreement is that of an independent contractor. Nothing in this Agreement

is intended or should be construed to create a partnership, joint venture, or

employer-employee relationship between Client and Consultant. Neither Consultant

nor any employee of Consultant will take any position with respect to or on any

tax return or application for benefits, or in any proceeding directly or

indirectly involving Client, that is inconsistent with Consultant being an

independent contractor (and not an employee) of Client and any such employee of

Consultant being an employee of Consultant and not Client. Except as provided in

Section 2.2 above, Consultant is not the agent of Client and is not authorized,

and must not represent to any third party that Consultant is authorized, to make

any commitment or otherwise act on behalf of Client. Without limiting the

generality of the foregoing, Consultant agrees, acknowledges and understands

that: (i) no employee providing services under this Agreement shall have the

status of an employee of the Client and none of Consultant's employees shall

participate in any employee benefit plans or group insurance plans or programs

(including, but not limited to salary, bonus or incentive plans, stock option or

purchase plans, or plans pertaining to retirement, deferred savings, disability,

medical or dental), even if such employees are considered eligible to

participate pursuant to the terms such plans; (ii) none of its employees shall

participate in any plans, arrangements, or distributions by the Client

pertaining to or in connection with any pension, stock, bonus, profit-sharing,

or other similar benefit program the Client may have for its employees,

regardless of whether Consultant's employees are classified as an employees for

any other purpose or are otherwise eligible to participate in such plans; (iii)

Consultant is solely responsible for all taxes, withholdings, and other similar

statutory obligations relating to Consultant's employees including, without

limitation, Workers' Compensation Insurance, Unemployment Insurance, or State

Disability Insurance. Consultant shall defend, indemnify and hold Client

harmless from any and all claims made by any entity on account of an alleged

failure by Consultant to satisfy any such tax or withholding obligations.

4. COMPENSATION

4.1 FEES. Subject to the terms and conditions of this Agreement, Client

will pay Consultant, as sole and complete compensation for all Services provided

by Consultant under this Agreement, an aggregate fee of $2,000,000, payable in

equal installments at the end of each two-week period (consistent with Client's

payroll practices) an amount equal to $38,461.54. Except as otherwise expressly

provided in this Agreement, no other fees will be owed by Client under this

Agreement.

4.2 EXPENSES. The Client shall reimburse Consultant for all reasonable

expenses incurred in connection with the performance of the Services, including

but not limited to, all travel and all out-of-pocket expenses incurred by the

Consultant in connection with the performance of its duties hereunder, the rent

for Consultant's office space, the salary and health benefits of Consultant's

office manager (Emily Brown) and other office expenses including, but not

limited to, telephone, copying and courier services. Reimbursable expenses shall

be invoiced to the Client on a monthly basis, together with supporting

documentation reasonably required by the Client, and the Client shall pay such

invoices within thirty (30) days of receipt of invoice. The Client and

Consultant agree that (i) the salary and health benefits to be paid by

Consultant to an office manager shall be an amount not exceed $57,200 per year

(except as otherwise authorized by Client in writing), (ii) the rent to be paid

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by Consultant for that certain office space located at 500 Skokie Boulevard,

Suite 585, Northbrook Illinois 60062, or at any other premises subsequently

occupied by Consultant, in an amount not to exceed $2,200.00 per month (subject

to adjustment, if any, pursuant to the terms of the lease), (iii) business-class

(where available and if not available, first class) airline travel expenses and

(iv) accommodations at first class or business-class hotels are reasonable

expenses. Except as expressly provided above, reimbursable expenses shall at no

time include any salary or other remuneration or benefits to be paid to

Consultant's employees or independent contractors.

4.3 NO RIGHTS OF SETOFF. Client may not withhold, delay the payment of,

or set off against any amount to which Consultant may be entitled under this

Agreement, including, but not limited to amounts due to Consultant under

Sections 4.1, 4.2, 7.2.1 and 7.3.1: (a) any amounts payable or claimed to be

payable from, or any actual or alleged claims, Liability, expenses or causes of

action against, any Person, including without limitation Brown, Patent Holdings,

the Acquired Companies or any member of Patent Holdings, under the Transaction

Agreements or under any theory of law, including, but not limited to, any

amounts owed or claimed to be owed by Patent Holdings or the Acquired Companies

under Section 6 of the Purchase Agreement or (b) any amount owed or claimed to

be owed by Brown under the Noncompetition Agreement entered into with Brown.

4.4 INTEREST ON PAST