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                                                                   EXHIBIT 10.77
                         TECHNICAL CONSULTING AGREEMENT
                         ------------------------------

     Made  and  entered  this  10th  day  of  December,  2002

Between:

     Travlang  Inc.,  a  company incorporated
     under  the  laws of the State of Florida

                 (Hereinafter:  The  "Company")
                                                                    ON ONE PART;
and:


    Stefan  Semo
    464  Gorge  Rd.
    Cliffside  Park,  NJ  07010

                 (Hereinafter:  The  "Technical  Consultant")

                                                             ON THE SECOND PART;

               WHEREAS,  the  Company is in a start up and development phase and
requires  significant  technical  consulting,  advice,  and  expertise;

               WHEREAS,  the  Technical Consultant has significant experience in
the  Respective technical areas that will be of benefit to the Company in its on
going  business,  plans  and  goals;

               WHEREAS,  the  Company  therefore desires to retain the Technical
Consultant  to  assist  the  Company  in  providing  those  technical consulting
services  and  advice  relating  to  the operations of the Company in the United
States  (Hereinafter:  "Services");

               WHEREAS  the  Technical  Consultant  has  agreed  to  provide the
Services to the Company on the terms and conditions set forth in this Agreement.
NOW  THEREFORE  in  consideration  of  the  premises  and  mutual agreements and
covenants  hereinafter  set  forth,  the  parties  hereto  agree  as  follows:

                                    ARTICLE 1

                        TECHNICAL CONSULTANT'S AGREEMENT

               SECTION  1.1  APPOINTMENT  OF  TECHNICAL  CONSULTANT. The Company
                             --------------------------------------
hereby appoints the Technical Consultant to perform the Services for the benefit
of  the  Company  and  the Company hereby authorizes the Technical Consultant to
exercise  such powers as provided under this Agreement. The Technical Consultant
accepts such appointment on the terms and conditions herein set forth and agrees
to  provide  the  Services.

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               SECTION  1.2  PERFORMANCE  OF  AGREEMENT. During the term of this
                             --------------------------
Agreement, the Technical Consultant shall devote sufficient time, attention, and
ability  to  the  business  of  the  Company,  and to any affiliate or successor
company,  as  is reasonably necessary for the proper performance of the Services
pursuant  to this Agreement. Nothing contained herein shall be deemed to require
the  Technical Consultant to devote his exclusive time, attention and ability to
the  business  of  the Company. During the term of this Agreement, the Technical
Consultant  shall, and shall cause each of his agents assigned to performance of
the  Services  on  behalf  of  the  Technical  Consultant,  to:

               a.  at  all times perform the Services faithfully, diligently, to
the  best  of  his  abilities  and  in  the  best  interests  of  the  Company;

               b.  devote  such of his time, labor and attention to the business
of  the  Company  as  is  necessary  for  the proper performance of the Services
hereunder.

               SECTION  1.3  AUTHORITY  OF  TECHNICAL  CONSULTANT. The Technical
                             ------------------------------------
Consultant  shall  have  no right or authority, express or implied, to commit or
otherwise  obligate  the  Company  in any manner whatsoever except to the extent
specifically  provided  herein  or  specifically  authorized  by  the  Company.

               SECTION  1.4  INDEPENDENT TECHNICAL CONSULTANT. In performing the
                             ---------------------------------
Services, the Technical Consultant shall be an independent contractor and not an
employee  or agent of the Company, except that the Technical Consultant shall be
the  agent of the Company solely in circumstances where the Technical Consultant
must  be  the agent to carry out his obligations as set forth in this Agreement.

               Nothing  in  this  Agreement  shall  be  deemed  to  require  the
Technical  Consultant to provide the Services exclusively to the Company and the
Technical  Consultant  hereby  acknowledges that the Company is not required and
shall not be required to make any remittances and payments required of employers
under  Israeli  or  American  law  on  the Technical Consultant's behalf and the
Technical  Consultant  or  any of his agents shall not be entitled to the fringe
benefits  required by either American or Israeli law and provided by the Company
to  its  employees.

                                    ARTICLE 2

                              COMPANY'S AGREEMENTS

               SECTION  2.1  COMPENSATION  OF  TECHNICAL  CONSULTANT.  In
                             ------------------------------------
consideration  for  the performance of services previously rendered by Technical
Consultant  to  the  Company  and  its subsidiaries and in consideration for the
services  rendered  hereunder,  the  Company  hereby  agrees  to  pay  Technical
Consultant  the  aggregate sum of 5,500,000 shares of the Company's common stock
as  full  compensation  for  the  term  of  this Agreement. Such shares shall be
registered with the SEC on a Form S-8 Registration Statement within 90 days from
the  date  of this Agreement. The Company hereby agrees to pay on a pre-approval
basis  reasonable  expenses  incurred by Technical Consultant in connection with
the  Services  to  be rendered hereunder. Technical Consultant may, from time to
time,  deem  it  to be in the best interests of the Company to retain additional
consultants  in  connection  with  certain  specific matters. In such event, the
Company  hereby  agrees  to  pay  any and all fees and expenses of such counsel.

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                                    ARTICLE 3

                                      TERM

               SECTION 3.1 EFFECTIVE DATE. This Agreement shall become effective
                           ---------------
on  December  1, 2002 (the "Effective Date"), and shall continue for a period of
sixty days (60) days from the Effective Date or until Terminated pursuant to the
terms  of  this  Agreement  ("Term").

                                    ARTICLE 4

                                CONFIDENTIALITY

               SECTION  4.1 CONFIDENTIALITY. The Technical Consultant shall not,
                            ---------------
except  as authorized or required by his duties, reveal or divulge to any person
or  companies  any  of  the  trade  secrets,  secret or confidential operations,
processes  or dealings or any information concerning the organization, business,
finances,  transactions  or  other affairs of the Company, which may come to his
knowledge  during  the term of this Agreement and shall keep in complete secrecy
all  confidential  information  entrusted to him and shall not use or attempt to
use  any  such  information in any manner which may injure or cause loss, either
directly  or  indirectly,  to  the Company's business or may be likely so to do.

               This restriction shall continue to apply after the termination of
this  Agreement  without  limit  in  point  of  time but shall cease to apply to
information  or  knowledge,  which  may  come  into  the  public  domain.

               The Technical Consultant shall comply, and shall cause his agents
to  comply,  with  such  directions,  as  the  Company  shall make to ensure the
safeguarding or confidentiality of all such information. The Company may require
that any agent of the Technical Consultant execute an agreement with the Company
regarding  the  confidentiality  of  all  such  information.

               SECTION  4.2 OTHER ACTIVITIES. The Technical Consultant shall not
                            -----------------
be  precluded  from acting in a function similar to that contemplated under this
Agreement  for  any  other  person,  firm  or  company.

                                    ARTICLE 5

                                  MISCELLANEOUS

               SECTION  5.1  WAIVER;  CONSENTS.  No consent, approval or waiver,
                             -----------------
express  or  implied,  by either party hereto, to or of any breach of default by
the  other  party  in  the  performance  by  the  other party of its obligations
hereunder  shall  be  deemed or construed to be a consent or waiver to or of any
other  breach  or  default in the performance by such other party of the same or
any  other  obligations  of  such  other  party or to declare the other party in
default, irrespective of how long such failure continues, shall not constitute a
general  waiver  by  such  party  of  its  rights  under this Agreement, and the
granting  of  any consent or approval in any one instance by or on behalf of the
Company  shall  not be construed to waiver or limit the need for such consent in
any  other  or  subsequent  instance.

               SECTION  5.2  GOVERNING LAW; JURISDICTION. This Agreement and all
                             ----------------------------
matters  arising  thereunder  shall  be governed by the laws of the State of New
York  applicable  therein without giving effect to the rules respecting conflict
of  law, and the parties hereby irrevocably submit to the exclusive Jurisdiction
of  the courts in New York, NY (USA) in respect of any dispute or matter arising
out  of,  or  in  connection  with,  this  Agreement.

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               SECTION 5.3 BINDING EFFECT; ASSIGNMENT. This Agreement and all of
                           ----------------------------
its  provisions,  rights  and obligation shall be binding and shall inure to the
benefit  of  the parties hereto and their respective successors, heirs and legal
representatives. This Agreement may not be assigned by any party except with the
written  consent of the other party hereto provided however that any benefit and
Compensation  provided  herein  may be assigned without the consent of the other
party  hereto.

               SECTION  5.4  ENTIRE  AGREEMENT  AND MODIFICATION. This Agreement
                            ----------------------------------
constitutes  the  entire agreement between the parties hereto and supersedes all
prior  agreements  and  undertakings,  whether  oral or written, relative to the
subject  matter  hereof. To be effective any modification of this Agreement must
be  in  writing  and  signed  by  the  party  to  be  charged  thereby.

               SECTION  5.5 SEVERABILITY. If any provision of this Agreement for
                            ------------
any  reason  shall  be  held  to  be  illegal,  invalid  or  unenforceable, such
illegality  shall  not  affect  any  other provision of this Agreement, but this
Agreement  shall  be  construed  as  if  such  illegal, invalid or unenforceable
provision  had  never  been  included  therein.

               SECTION  5.6  HEADINGS. The headings of the Sections and Articles
                             --------
of  this  Agreement are inserted for convenience of reference only and shall not
in any manner affect the construction or meaning of anything herein contained or
govern  the  rights  or  liabilities  of  the  parties  hereto.

               SECTION  5.7  FURTHER  ASSURANCES.  The parties hereto agree from
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time  to time after the execution hereof to make, do, execute or cause or permit
to  be  made,  done  or  executed all such further and other lawful acts, deeds,
things, devices and assurances in law whatsoever as may be required to carry out
the  true  intention  and  to  give  full  force  and  effect to this Agreement.

               SECTION  5.8  THIRD  PARTIES. Except as specifically set forth or
                             -------------
referred  to herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any person other than the parties hereto and
their permitted successors or assigns, any rights or remedies under or by reason
of  this  Agreement.

               IN WITNESS WHEREOF, the parties have duly executed this Agreement
as  of  the  day  and  year  first  above  written.


Travlang,  Inc.                            Stefan  Semo

/s/  Lucien  Geldzahler                    /s/  Stefan  Semo
--------------------------------------     --------------------------------
Lucien  Geldzahler  President


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