Asset purchase agreement

                            ASSET PURCHASE AGREEMENT

                                    BETWEEN



                               INVICTA GROUP INC.
                                  AS THE BUYER



                                       AND



                                  S THE SELLER













                                  JULY 28 2002

<PAGE>
13












                            ASSET PURCHASE AGREEMENT

     AGREEMENT entered into as of , by and between INVICTA GROUP, INC., a Nevada
corporation  (the  "Buyer"),  Innovapp  Inc.  a  California  corporation  (the
                   -------
"Seller"),.  The  Buyer,  the  Seller are referred to collectively herein as the
"Parties."

     WHEREAS, the Seller, among other things, owns and distributes software; and

     WHEREAS,  the  Seller  desires  to  sell and the Buyer desires to purchase,
certain  of the Assets of the Seller, as more particularly identified on Exhibit
A  hereto  (the  "Assets"), upon the terms and conditions hereinafter set forth;
and


     NOW,  THEREFORE,  in  consideration  of  the  mutual promises and covenants
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally  bound,  agree  as  follows:


     1.  DEFINITIONS.
         ------------

     "Acquired  Assets"  means  all  of  the right, title, and interest that the
     ------------------
Seller possesses and has the right to transfer in and to those assets identified
on  Schedule  A  hereto.

     "Buyer"  Invicta  has  the  meaning  set  forth  in  the  preface  above.
     -------

     "Intellectual  Property"  means  (a)  all inventions (whether patentable or
     ------------------------
unpatentable  and whether or not reduced to practice), all improvements thereto,
and  all patents, patent applications, and patent disclosures, together with all
reissuances,  continuations,  continuations-in-part,  revisions, extensions, and
reexaminations  thereof,  (b) all trademarks, service marks, trade dress, logos,
trade  names,  and corporate names, together with all translations, adaptations,
derivations,  and  combinations  thereof  and  including all goodwill associated
therewith,  and  all  applications,  registrations,  and  renewals in connection
therewith,  (c)  all  copyrightable works, all copyrights, and all applications,
registrations,  and renewals in connection therewith, (d) all mask works and all
applications,  registrations,  and  renewals  in  connection  therewith,

     (e)  all  trade  secrets  and  confidential business information (including
ideas, research and development, know-how, formulas, compositions, manufacturing
and  production  processes  and  techniques,  technical data, designs, drawings,
specifications,  customer  and supplier lists, pricing and cost information, and
business  and  marketing  plans  and  proposals),  (f)  all  computer  software
(including  data  and  related documentation), (g) all other proprietary rights,
and  (h)  all  copies  and  tangible  embodiments  thereof  (in whatever form or
medium).

<PAGE>

"Royalty"  has  the  meaning set forth in Section 5(a), and shall be governed by
---------
the  provisions  of  Section  5.

"Seller" has the meaning set forth in the preface above.
--------



2.  BASIC  TRANSACTION.
-----------------------

     (a)     Purchase  and  Sale  of  Assets.  On  and  subject to the terms and
             --------------------------------
conditions  of this Agreement, the Buyer agrees to purchase from the Seller, and
the  Seller  agrees  to sell, transfer, convey, and deliver to the Buyer, all of
the  Acquired  Assets,  for  the  consideration  specified  below.

     (b)     Purchase  Price.  The  purchase  price for the Acquired Assets (the
             ----------------
"Purchase  Price")  shall  be  the  sum  of  2,000,000 shares of common stock in
  ---------------
Invicta  Group  Inc.  Under  subsection  A  below.


<PAGE>
     (c)     Deliveries  at  the  Closing.  At  the Closing, (i) the Seller will
             -----------------------------
deliver  to  the Buyer the various codes and other software; (ii) the Buyer will
deliver  to  the  Seller  the  stock  certificates.

     (d)     Allocation.  The  Parties agree to allocate the Purchase Price (and
             -----------
all  other  capitalizable  costs)  among  the  Acquired  Assets for all purposes
(including  financial  accounting  and  tax purposes) in accordance with (GAAP),
General  Acceptable  accounting  principals.

3.  REPRESENTATIONS  AND  WARRANTIES  OF  THE  SELLER.
    --------------------------------------------------

The Seller represents and warrants to the Buyer that the statements contained in
this  Section  3  are  correct and complete as of the date of this Agreement and
will  be correct and complete as of the Closing Date (as though made then and as
though  the  Closing  Date  were  substituted  for  the  date  of this Agreement
throughout  this  Section  3),  except to the extent set forth in the disclosure
schedule  accompanying  this  Agreement  and  initialed  by  the  Parties  (the
"Disclosure  Schedule").  The Disclosure Schedule will be arranged in paragraphs
         -------------
corresponding  to the lettered and numbered paragraphs contained in this Section
3.

     (a)     Organization  of  the  Seller.  The  Seller  is  a corporation duly
             ------------------------------
organized,  validly  existing,  and  in  good  standing  under  the  laws of the
jurisdiction  of  its  incorporation.

     (b)     Authorization  of  Transaction.  The  Seller  has  full  power  and
             -------------------------------
authority  (including full corporate power and authority) to execute and deliver
this  Agreement and the other agreements, documents and instruments contemplated
hereby,  and  to  perform  its  obligations  hereunder  and  thereunder. Without
limiting  the  generality of the foregoing, the board of directors of the Seller
and,  to  the  extent required under applicable law, the Stockholders of Seller,
has  duly authorized the execution, delivery, and performance of  this Agreement
by  the  Seller.  This  Agreement  constitutes  the  valid  and  legally binding
obligation  of  the  Seller,  enforceable  in  accordance  with  its  terms  and
conditions.


<PAGE>
     (c)     No  contravention.  Neither  the execution and the delivery of this
             ------------------
Agreement, nor the consummation of the transactions contemplated hereby will (i)
violate  any  constitution,  statute,  regulation,  rule,  injunction, judgment,
order,  decree,  ruling,  charge,  or  other  restriction  of  any  government,
governmental agency, or court to which the Seller is subject or any provision of
the  charter  or  bylaws of the Seller or (ii) conflict with, result in a breach
of,  constitute  a  default  under, result in the acceleration of, create in any
party  the  right  to  accelerate,  terminate, modify, or cancel, or require any
notice  under  any  agreement,  contract,  lease,  license, instrument, or other
arrangement  to  which the Seller is a party or by which it is bound or to which
any  of  its  assets  is  subject  (or  result in the imposition of any Security
Interest  upon any of its assets), except where the violation, conflict, breach,
default,  acceleration, termination, modification, cancellation, failure to give
notice,  or  Security  Interest  would not have a material adverse effect on the
financial  condition  of  the  Seller  taken as a whole or on the ability of the
Parties  to  consummate  the  transactions  contemplated  by  this  Agreement.

      (d)     Intellectual  Property.
              -----------------------

     (i) To the extent that the Acquired Assets include Intellectual Property of
the  Seller, such Intellectual Property is owned by the Seller free and clear of
all  Security  Interests.

     (ii) No Intellectual Property of the Seller included in the Acquired Assets
has  been  licensed  to  any  third  party.

     (iii)  No  Intellectual  Property  of  the  Seller included in the Acquired
Assets  is the subject of an application to register, or of a registration, with
any  Federal  or  State  authority.

     (iv)  To  the  Knowledge of the Seller, no third party has interfered with,
infringed  upon, misappropriated, or violated any material Intellectual Property
rights  of  the  Seller  included  in  the  Acquired  Assets.


<PAGE>
     (v)  The  Intellectual  Property  does  not  interfere with, infringe upon,
misappropriate,  or  violate  any material intellectual property right or rights
(including, without limitation, patent, trademark, trade dress, trade secrets or
copyright)  of  any  third  party.

     4.  REPRESENTATIONS  AND WARRANTIES OF THE BUYER.  The Buyer represents and
         ---------------------------------------------
warrants  to  the  Seller  that  the  statements contained in this Section 4 are
correct  and  complete  as of the date of this Agreement and will be correct and
complete  as  of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section 4),
except  to  the  extent  set  forth  in  the Disclosure Schedule. The Disclosure
Schedule  will  be  arranged  in  paragraphs  corresponding  to the lettered and
numbered  paragraphs  contained  in  this  Section  4.



(a)     Organization  of  the Buyer.  The Buyer is a corporation duly organized,
        ----------------------------
validly existing, and in good standing under the laws of the jurisdiction of its
incorporation.

     (b)     Authorization  of  Transaction.  The  Buyer  has  full  power  and
             -------------------------------
authority  (including full corporate power and authority) to execute and deliver
this Agreement, and the other agreements, documents and instruments contemplated
hereby,  and  to  perform their respective obligations hereunder and thereunder.
This  agreement  constitutes  the  valid  and legally binding obligations of the
Buyer,  as  the  case  may  be,  enforceable  in accordance with their terms and
conditions.


<PAGE>
     (c)     No  contravention.  Neither  the execution and the delivery of this
             ------------------
Agreement,  nor  the  consummation  of  the  transactions  contemplated  hereby
(including the assignments and assumptions referred to in Section 2 above), will
(i)  violate  any constitution, statute, regulation, rule, injunction, judgment,
order,  decree,  ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency, or court to which the Buyer is subject or any provision of
its charter or bylaws or (ii) conflict with, result in a breach of, constitute a
default  under,  result in the acceleration of, create in any party the right to
accelerate,  terminate,  modify,  or  cancel,  or  require  any notice under any
agreement,  contract,  lease, license, instrument, or other arrangement to which
the  Buyer  is  a party or by which it is bound or to which any of its assets is
subject.

     5.THE  ROYALTY.
       -------------

(a)     Payment  of  Royalty.  Payment  of the Royalty described in Section 2(c)
        ---------------------
shall be accounted for and paid monthly, within twenty (20) days after the close
of  each  month  commencing  August  2002.To  the  extent  that an adjustment is
required to be made to a previous payment by the Buyer due to a return of Travel
related  software  products,  such adjustment shall be made and accounted for on
the next subsequent sales statement.  The Royalty shall be paid to the Seller at
its  address  set forth in Section 10(g) hereof, or to such other address as may
be  specified  by  the  Seller  in  accordance  with  said  Section  10(g).

     (b)     Sales  Statements.  The  Buyer  shall deliver to the Seller, at the
             ------------------
time  each  Royalty  payment  is  due,  a  statement signed by a duly authorized
officer of the Buyer certifying (a) the amount of Gross Revenues made during the
monthly  period  covered  by  such  Royalty  payment;  and,  (b)  the  basis for
computation  of  the  amount  of  the  Royalty included in such statement.  Such
statement  shall  be  furnished  to the Seller whether or not any Travel related
software  products  have  been sold during the month for which such statement is
due.


<PAGE>
     (c)     Books  and  Records;  Right  to Audit.  The Buyer shall prepare and
             --------------------------------------
maintain  complete  and  accurate  books  of  account  and records (specifically
including  without  limitation  the  originals or copies of documents supporting
entries  in  the  books  of  account)  covering  all transactions required to be
reported  to  the  Seller  under  this  Agreement.  Subject to the provisions of
Section  5(d)  below,  at  the  Seller's  sole  cost,  the  Seller  and its duly
authorized  representatives  have the right, upon reasonable notice (but no more
than  once  per  calendar  year),  during  regular business hours at the Buyer's
principal offices in Miami Beach FL, for the duration of the period during which
the Royalty is payable and for five (5) years thereafter, to audit said books of
account  and  records of the Buyer and examine all other documents and materials
in  the  possession  or  under  the control of the Buyer with respect to matters
which  are  required  to  be  reported to the Seller under this Agreement within
three  (3)  years  after the end of each year during the term of this Agreement,
and  to  make  extracts  and  copies thereof.  The Buyer's accounting records of
sales  and  shall  be  maintained separately from the Buyer's accounting records
relating  to  other  items manufactured or sold by the Buyer.  All such books of
account, records and documents shall be kept available by the Buyer for at least
five  (5)  years after the end of each year to which they relate.  In connection
with  any  audit  or  examination pursuant to this paragraph, the Seller and its
duly  authorized representatives shall have the right to examine and inspect the
Buyer's physical inventory of Travel related software products, wherever same is
kept.  The  Seller  shall  have a period of time of six (6) months following the
close  of  any  audit  to  assert  any claims for discrepancies.  Any claims not
asserted  within  the  six-month period following the close of any audit will be
barred.

     (d)     Reimbursement  of  Audit Expenses:  If, as a result of any audit of
             ---------------------------------
the  Buyer's  books  and  records, it is shown that the Buyer's Royalty payments
were  less  than  the  amount  which should have been paid by an amount equal to
three  percent  (3%) or more of the payments actually made with respect to Gross
Revenues  occurring during the period in question, the Buyer shall reimburse the
Seller  for  the  cost  of such audit and shall make all payments required to be
made to eliminate any discrepancy revealed by said audit within thirty (30) days
after  the  Seller's  demand  therefore.  Any  request  for  payment  shall  be
accompanied  by a detailed report setting forth the deficiency.  The Buyer shall
promptly  repay  to  the  Seller  any  overpayment  such  audit  reveals.

     (e)     Travel  related software products.     The parties acknowledge that
             ----------------------------------
certain  of  the  Travel  related  software  products  are  products created and
copyrighted  by the Seller and/or its affiliates.  While the Seller is the legal
owner  of  the  Travel  related software products and is transferring all of its
right,  title and interest in the Travel related software products to the Buyer,
it  is  the  intention  of  the  parties  that the Buyer will use its good faith
efforts  to  diligently  sell, market and distribute the Travel related software
products,  itself  and/or  through  third  parties.  Towards  this  end,  it  is
anticipated  that  the  Buyer  will,  itself  or  through  others,  manufacture
additional  Travel  related  software  products.

6.  PRE- CLOSING  COVENANTS.
    ------------------------

     (a)     General.  Each  of the Parties will use its reasonable best efforts
             --------
to take all action and to do all things necessary, proper, or advisable in order
to  consummate  and  make  effective  the  transactions  contemplated  by  this
Agreement.

     (b)     Notices  and  Consents.  Each  of the Parties will give any notices
             -----------------------
to,  make  any  filings  with, and use its reasonable best efforts to obtain any
authorizations, consents, and approvals of governments and governmental agencies
in  connection  with  the  matters  referred to in Section 3(c) and Section 4(c)
above.


<PAGE>
     (c)     Operation of Business.  The Seller will not engage in any practice,
             ----------------------
take  any  action,  or enter into any transaction outside the Ordinary Course of
Business  the  primary  purpose  or effect of which will have a material adverse
effect  on  the  Acquired  Assets  or  the  transactions  contemplated  hereby.

     (d)     Exclusivity.  The  Seller  will not solicit, initiate, or encourage
             ------------
the  submission  of  any  proposal  or  offer  from  any  Person relating to the
acquisition  of  all  or  a  portion  of  the  Acquired  Assets  (including  any
acquisition  structured  as  a  merger,  consolidation,  or  share  exchange).

     7.     Conditions  to  Obligation  to  Close.
            --------------------------------------

     (a)    Conditions to Obligation of the Buyer.  The obligation of the Buyer
            --------------------------------------
to  consummate  the  transactions  to  be performed by it in connection with the
Closing  is  subject  to  satisfaction  of  the  following  conditions:

     (i)  The  representations and warranties set forth in Section 3 above shall
be  true  and  correct  in  all material respects at and as of the Closing Date;

     (ii) The Seller shall have performed and complied with all of its covenants
hereunder  in  all  material  respects  through  the  Closing;

     (iii)  There  shall not be any injunction, judgment, order, decree, ruling,
or  charge  in  effect  preventing  consummation  of  any  of  the  transactions
contemplated  by  this  Agreement;

     (iv)  The  Seller  shall  have  delivered to the Buyer a certificate to the
effect  that  each of the conditions specified above in Section 7(a) (i) - (iii)
is  satisfied  in  all  respects;

     (v)  All  actions to be taken by the Seller in connection with consummation
of  the  transactions  contemplated  hereby  and  all  certificates,  opinions,
instruments,  and  other  documents  required  to  effect  the  transactions
contemplated hereby will be reasonably satisfactory in form and substance to the
Buyer.

The  Buyer may waive any condition specified in this Section 7(a) if it executes
a  writing  so  stating  at  or  prior  to  the  Closing.

     (b)     Conditions  to  Obligation  of  the  Seller.  The obligation of the
             --------------------------------------------
Seller  to  consummate the transactions to be performed by it in connection with
the  Closing  is  subject  to  satisfaction  of  the  following  conditions:

     (i)  the  representations and warranties set forth in Section 4 above shall
be  true  and  correct  in  all material respects at and as of the Closing Date;

     (ii)  the Buyer shall have performed and complied with all of its covenants
hereunder  in  all  material  respects  through  the  Closing;

<PAGE>

          (iii)  there  shall  not  be  any injunction, judgment, order, decree,
ruling,  or  charge in effect preventing consummation of any of the transactions
contemplated  by  this  Agreement;

(vi)  all  actions  to  be taken by the Buyer in connection with consummation of
the  transactions  contemplated  hereby  and  all  certificates,  opinions,
instruments,  and  other  documents  required  to  effect  the  transactions
contemplated hereby will be reasonably satisfactory in form and substance to the
Seller.

The Seller may waive any condition specified in this Section 7(b) if it executes
a  writing  so  stating  at  or  prior  to  the  Closing.

     8.  POST-CLOSING  COVENANTS.
         ------------------------

     (a)     Affirmative  Covenants  of Buyer.  For so long as the Buyer has any
             ---------------------------------
outstanding  obligations  under  this  Agreement,  the  Buyer  will:

     (i)  Punctually,  in  accordance  with the terms hereof, pay or cause to be
paid  all  sums  required  to  be  paid  by  the  Buyer  pursuant  hereto.

     (ii)  provide  prompt written notice to the Seller of the occurrence of one
or more events which constitute or which, with the giving of notice or the lapse
of  time  or both, would constitute a (A) breach of any representation, warranty
or covenant of the Buyer set forth in this Agreement, or (B) an Event of Default
or  an  Event  of  Mandatory  Acceleration  under  the  Buyer  Note;

     (iii)  pay  and  discharge  at  or  before  maturity,  all  of its material
obligations  and  liabilities,  including  without  limitation, tax liabilities,
except where the same is contested in good faith by appropriate proceedings, and
will  maintain  in  accordance  with  generally  accepted accounting principles,
appropriate  reserves  for  the  accrual  of  any  of  the  same;

     (iv)  comply in all material respects with all applicable laws, ordinances,
rules,  regulations  and  requirements of governmental authorities, except where
the  necessity  of  complying  therewith  is  being  contested  in good faith by
appropriate  proceedings;


<PAGE>
     (v)  maintain proper books and records of accounts, in which full, true and
correct  entries  shall  be made of all dealings and transactions in relation to
its  business  and  activities  and permit representatives of the Seller, at the
Seller's  expense,  to  visit  and inspect any of its properties, to examine and
make  abstracts  from  any  of its books and records and to discuss its affairs,
finances  and  accounts with its officers, employees and representatives, all at
such  reasonable  times  as  may  be  determined  by  the  Seller;

     (vi)  diligently  protect  the  Buyer's  rights  in and to all intellectual
property  in  which the Buyer has an interest, including without limitation, all
intellectual  property  rights  being  acquired  by  the  Buyer pursuant to this
Agreement;  and

     (vii)  use  its  good faith efforts to promote, sell, market and distribute
the  Travel  related  software products so as to maximize amounts payable to the
Seller  pursuant  to  Section  2(c)  hereof.

(b)     Negative  Covenants  of  Buyer.  For  so  long  as  the  Buyer  has  any
        -------------------------------
outstanding  obligations  under  this Agreement, the Buyer will not, without the
prior  written  consent  of  the  Seller:

     (i) sell, lease or otherwise dispose of any of its assets other than in the
ordinary  course  of  business;

     (ii)  sell, assign or otherwise dispose of any of the Acquired Assets which
is  comprised  of  Intellectual  Property  as  defined  in  Section  1;

(c)        Affirmative  Covenants of Sellers.  Provided that an Event of Default
---     -------------------------------------
has  not  occurred , the Seller hereby grant to Buyer the right of first refusal
to  obtain  an  irrevocable,  nonexclusive, nontransferable right and license to
make,  use  and  sell  any  new product or products hereafter developed by Henry
Marentes,  Seller or its affiliates under terms and conditions which the parties
may  agree,  to  be  negotiated  in  good  faith.
(c)

<PAGE>
     9.  INDEMNIFICATION.
         ----------------

     (a)     Indemnification by the Buyer.  Subject to the provisions of Section
             -----------------------------
9(c)  hereof,  the  Buyer,  jointly  and  severally,  hereby  indemnify and hold
harmless  the  Seller  and  its officers, directors, employees, representatives,
stockholders,  controlling  persons,  and  affiliates  (collectively,  the
"Indemnified  Persons")  for, and will pay to the Indemnified Persons the amount
of,  any  loss,  liability,  claim,  damage,  expense  (including  costs  of
investigation  and  defense  and  reasonable  attorneys'  fees) or diminution of
value,  whether  or not involving a third-party claim (collectively, "Damages"),
arising,  directly  or indirectly, from or in connection with: (i) any breach of
any  representation or warranty made by the Buyer in this Agreement or any other
agreement,  certificate  or  document  delivered  by  the Buyer pursuant to this
Agreement;  (ii) any breach by the Buyer of any of their respective covenants or
obligations  in  this  Agreement,  the  Buyer Note, the Guaranty or in any other
agreement,  document  or  certificate  delivered  by  the Buyer pursuant to this
Agreement;  and/or  (iii) any claim by any person for brokerage or finder's fees
or  commissions  or  similar  payments based upon any agreement or understanding
alleged  to  have  been  made  by  any such person with the Buyer (or any person
acting  on  its  behalf) in connection with any of the transactions contemplated
hereby.

     (b)     Indemnification  by  the Seller.  The Seller hereby indemnifies and
             --------------------------------
holds  harmless  the  Buyer  and  its  officers,  directors,  employees,
representatives,  stockholders,  controlling  persons,  and  affiliates
(collectively,  the  "Indemnified Persons") for, and will pay to the Indemnified
Persons  the  amount  of,  any  Damages (defined in Section 9(a) above) arising,
directly  or  indirectly,  from  or  in  connection  with  (i) any breach of any
representation  or  warranty  made  by  the  Seller  in this Agreement or in any
agreement,  certificate  or  document  delivered  by the Seller pursuant to this
Agreement,  (ii)  any  breach by the Seller of any covenant or obligation of the
Seller  in  this  Agreement  or  in any other agreement, document or certificate
contemplated  by  this Agreement, or (iii) any claim by any person for brokerage
or  finder's fees or commissions or similar payments based upon any agreement or
understanding  alleged  to have been made by such person with the Seller (or any
person  acting  on  its  behalf)  in  connection  with  any  of the transactions
contemplated  hereby.

     (c)     Time  Limitations.  No  party  to  this  Agreement  shall  have any
             ------------------
liability  (for indemnification or otherwise) with respect to any representation
or  warranty,  or covenant or obligation to be performed and complied with prior
to the date hereof, unless notice of any such liability is provided on or before
twelve  (12)  months  from  the  date  hereof.
10.  MISCELLANEOUS.
     --------------

(a)     Survival  of Representations and Warranties.  All of the representations
        --------------------------------------------
and  warranties  of  the  Parties  contained in this Agreement shall survive the
Closing  for  a  period  of  one  year.

(b)     No  Third-Party  Beneficiaries.  This  Agreement  shall  not  confer any
        -------------------------------
rights  or  remedies upon any Person other than the Parties and their respective
successors  and  permitted  assigns.

     (c)     Entire Agreement.  This Agreement (including the documents referred
             -----------------
to  herein)  constitutes the entire agreement between the Parties and supersedes
any  prior  understandings,  agreements,  or  representations  by or between the
Parties,  written  or oral, to the extent they related in any way to the subject
matter  hereof.

     (d)     Succession  and  Assignment.  This  Agreement shall be binding upon
             ----------------------------
and  inure  to  the  benefit  of  the  Parties named herein and their respective
successors  and  permitted assigns. No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written
approval  of  the  other  Party.

     (e)     Counterparts.  This  Agreement  may  be  executed  in  one  or more
             -------------
counterparts,  each  of  which  shall  be  deemed  an  original but all of which
together  will  constitute  one  and  the  same  instrument.

     (f)     Headings.  The  section  headings  contained  in this Agreement are
             ---------
inserted  for  convenience  only  and shall not affect in any way the meaning or
interpretation  of  this  Agreement.

     (g)     Notices.  All  notices,  requests,  demands,  claims,  and  other
             --------
communications hereunder will be in writing. Any notice, request, demand, claim,
or  other  communication  hereunder  shall be deemed duly given if (and then two
business  days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

     If  to  the  Seller:     Innovapp  Inc.
     --------------------
     9855  Erma  Road  #  135
     San  Diego,  CA  92131
     Facsimile  No.:  (858)  586-9965
     Att:     Henry  Marentes,  President

<PAGE>

     If  to  the  Buyer:     Invicta  Group,  Inc.
     -------------------
     9553  Harding  Avenue
     Miami  Beach,  FL  33154
     Facsimile  No.:  (305)  866-3858
     Att: David  Scott,  President


Any  Party  may  send any notice, request, demand, claim, or other communication
hereunder  to  the  intended  recipient at the address set forth above using any
other  means (including personal delivery, expedited courier, messenger service,
telecopy,  telex,  ordinary mail, or electronic mail), and such notice, request,
demand,  claim,  or  other communication shall be deemed to have been duly given
(i)  three  days following delivery to an authorized United States Postal Office
receptacle,  (ii)  upon  facsimile  transmission,  provided  that  electronic
confirmation  of  receipt  is  retained by the transmitting party, or (iii) upon
receipt,  if  by  personal  delivery.  Any Party may change the address to which
notices, requests, demands, claims, and other communications hereunder are to be
delivered  by  giving  the  other  Party  notice in the manner herein set forth.

     (h)     Governing Law; Arbitration. This Agreement shall be governed by and
             ---------------------------
construed  in  accordance with the domestic laws of the State of Florida without
giving effect to any choice or conflict of law provision or rule (whether of the
State  of Florida or any other jurisdiction) that would cause the application of
the  laws  of  any jurisdiction other than the State of Florida. In the event of
any  dispute  between  the  parties  arising  out  of  this  Agreement  or  the
transactions  contemplated  hereby,  such  dispute  shall be resolved by binding
arbitration conducted in accordance with the commercial arbitration rules of the
American  Arbitration Association (the "Arbitration").  The Arbitration shall be
conducted  (i) in Miami-Dade County, Florida if instituted by the Buyer, or (ii)
in  San  Diego,  California  if  instituted  by  the  Seller, and heard by three
arbitrators,  one  of  whom  shall  be  selected  by  each party, with the third
arbitrator  being  selected  by agreement of the two arbitrators selected by the
parties.  The  determination  of the arbitrators shall be final and binding upon
the  parties  and judgment on the award may be entered in any court of competent
jurisdiction.

     (i)     Amendments  and  Waivers.  No  amendment  of  any provision of this
             -------------------------
Agreement  shall  be valid unless the same shall be in writing and signed by the
Buyer and the Seller.  No waiver by any Party of any default, misrepresentation,
or  breach  of warranty or covenant hereunder, whether intentional or not, shall
be  deemed  to  extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights arising
by  virtue  of  any  prior  or  subsequent  such  occurrence.

<PAGE>
     (j)     Severability.  Any  term  or  provision  of  this Agreement that is
             -------------
invalid  or  unenforceable in any situation in any jurisdiction shall not affect
the  validity  or enforceability of the remaining terms and provisions hereof or
the  validity  or enforceability of the offending term or provision in any other
situation  or  in  any  other  jurisdiction.

     (k)     Expenses.  Each of the Buyer and the Seller will bear its own costs
             ---------
and  expenses  (including  legal  fees and expenses) incurred in connection with
this  Agreement  and  the  transactions  contemplated  hereby.

     (l)     Construction.  The  Parties  have  participated  jointly  in  the
             -------------
negotiation  and  drafting  of  this  Agreement.  In  the  event an ambiguity or
question  of  intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise  favoring  or  disfavoring any Party by virtue of the authorship of any of
the  provisions  of this Agreement.  Any reference to any federal, state, local,
or  foreign  statute  or  law  shall  be  deemed  also to refer to all rules and
regulations  promulgated  thereunder, unless the context requires otherwise. The
word  "including"  shall  mean  including  without  limitation.

     (m)     Incorporation  of  Exhibits  and  Schedules.  The  Exhibits  and
             --------------------------------------------
Schedules  identified in this Agreement are incorporated herein by reference and
made  a  part  hereof.

     *****

     IN  WITNESS  WHEREOF, the Parties hereto have executed this Agreement as of
the  date  first  above  written.

     INVICTA  GROUP,  INC.

             /s/ David Scott
     By:     ______________________
             David  Scott,  President


     INOVAPP  INC.

             /s/ Henry Menetes
             __________________
     By:     Henry Menetes
     Title:  President





<PAGE>




                                   SCHEDULE A
                                 ACQUIRED ASSETS
                                 ---------------









                                 INTRODUCTION TO
                          INNOVAPP TRAVEL PRODUCT SUITE
<PAGE>



TRAVEL RELATED SOFTWARE PRODUCTS ENTRY 2002

The fare database management system for loading and maintenance of complex net
fares. Travel related software product Entry splits the loading process into 4
modules, which are Rule, Routing, Fare and Ticket.

RULE MODULE
Loading of principal conditions and rules of a contract. The following
information, among others, can be loaded:

-     General Mark-up Systems
-     Airlines
-     Fare types (IT, PEX, etc.)


FARE MODULE

The fare module creates the prices. After entering city pairs or groups of city
pairs with the appropriate fares, rule and routing modules are linked to the
fare sheets.

Intelligent functionalities, such as recalculate all fares enable the user to
change all fares, rules and routing in a database with just 3-4 mouse clicks.
This guarantees fast and flexible loading.



The following criteria will be checked by the Automation in an ideal working
environment:

-     Finding the cheapest fare
-     Minimum and maximum stay within a fare
-     Stopover
-     Via-listing
-     Combinations / Open jaws
-     Seasonality
-     Code sharing
-     Defining the point of turnaround on roundtrips
-     Free segments within a routing
-     Etc.

TRAVEL RELATED SOFTWARE PRODUCTS QUERY

Travel related software products Query are the counterparts to Travel related
software products Entry to ensure fast and easy fare retrievals.
THE FOLLOWING SEARCH CRITERIA ARE SUPPORTED:

-     Various origins, single destination
-     Departure date +- search tolerance
-     Stay or return flight
-     Airlines or groups of airlines
-     Stopovers
-     Roundtrip, One ways, Single-Open jaw, Double-Open jaw
-     Cabin classes (Economy, Business, First)
-     Rail & Fly
-     Passenger-Types (Youth, Seniors, Partner, etc.)

The result will be displayed even on slow LANs and PCs within seconds.
All necessary information, such as feeder, long haul, add-on, stopovers, vias,
price (marked up or net) will be shown. Additional information is simply one
mouse click away in the remark section to show reductions, taxes, rebooking
fees, etc.


AVAILABILITY AND BOOKINGS
Travel related software products Query comes with a Worldspan CRS interface,
which supports links into a CRS via a CRS plug in. This enables availability
checks and booking directly from the fares screen. The booking functionality
supports all relevant information and is completely controllable with your
mouse.