EXHIBIT 10.14

      TRANSFER OF TRADE SECRET AND EXCLUSIVE LICENSE OF KNOW-HOW AGREEMENT

This  agreement  is entered  into on  September 6, 2002 between the company with
limited liability  according to the laws of England Invu International  Holdings
Ltd.,  having its corporate  seat in London and offices at the Beren,  Blisworth
Hill Farm,  Stoke Road,  Blisworth  Northhamptonshire  NN7 3 DB, United  Kingdom
("Invu")  and the company with  limited  liability  according to the laws of The
Netherlands  Corsham  Holding  B.V.,  having  its seat in  Amsterdam  and office
address in the United  Kingdom at the Beren,  Blisworth  Hill Farm,  Stoke Road,
Blisworth, Northhamptonshire NN7 3 DB ("IN),

WHEREAS Invu is the sole shareholder of IN.

WHEREAS Invu is a part of a conglomerate  that is in the business of developing,
manufacturing  and selling of software  which gives the users  portable and easy
management of all types of information.

WHEREAS Invu is the owner of all intellectual  property rights and trade secrets
created and used within the Invu conglomerate.

WHEREAS IN wants to conduct Invu's business in the Benelux and Invu wants to
render to IN all opportunities to run Invu's business in the Benelux.

WHEREAS  IN  and  Invu  therefore  entered  into  the  Exclusive  Copyright  and
Trademark/Tradename  Licence  in  respect to the  intellectual  property  rights
pertaining to Invu's  business (the "IP Agreement") and want to enter into a
transfer of trade secret and exclusive  licence  agreement in respect to the use
of the trade secrets developed and used by Invu.

WHEREAS  Invu has  developed  an unique  selling  concept  on the basis of which
another entity of the Invu conglomerate renders training and consultancy courses
to resellers of the Products in order to teach them the selling method including
the method for first line problem solving.

WHEREAS the resellers are obliged to keep the selling concept,  disclosed in the
training  and  consultancy  courses  secret  as a result  of which  Invu and the
resellers obtain a substantial advantage in competition.

WHEREAS the  information on the selling  concept can therefore be qualified as a
trade secret/know-how which is material to the business of Invu.

WHEREAS Invu has developed an unique  support  service  concept which concept is
rendered by Invu itself and which  concept is  partially  secret and material to
the  business  of  Invu  and  can  therefore   also  be  qualified  as  a  trade
secret/know-how.

WHEREAS  Invu has  conducted  serious  groundwork  and can  provide  through its
management team and experience a solid basis for IN to achieve  IN's aims as
further defined in the PKF valuation (the so called set up knowledge).

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WHEREAS  Invu  made a solid  business  plan  which has been  carried  out over a
substantial  period  of time  and  which is  secret  and  therefore  can also be
qualified as a trade secret.

WHEREAS   Invu   wants  to   transfer   and   licence   exclusively   the  trade
secrets/know-how  mentioned in these considerations to IN and IN wants to accept
this transfer and exclusive licence in exchange for the payment of a lump sum.

WHEREAS IN is centrally and  effectively  managed and controlled from the United
Kingdom,  and operates from the United Kingdom with  additional  premises in The
Netherlands.

AGREE AS FOLLOWS:

Article 1 TRANSFER OF SECRET RESELLERS INFORMATION AND EXCLUSIVE LICENSE TO USE

1.1.  Within  two weeks  after a written  request  thereto  by IN Invu will make
available  and  therefore  transfer to IN all written  and oral  information  in
respect to the training and consultancy  courses to be rendered to the resellers
in the  Territory in respect to the  Products  which terms are defined in the IP
Agreement.  This  information  - amongst  which the binder which is known to the
parties - will contain all knowledge Invu has and which Invu uses when educating
its resellers in respect to the sales methods, problem solving and the rendering
of support services (the "Information").

1.2. In the event Invu  develops/creates new Information Invu will transfer this
Information immediately to IN in order to enable IN to use the new Information.

1.3. Invu gives to IN the right to use the Information only for the education of
the resellers  and internal  study by IN. IN will keep the  Information  further
secret  and  will  enter  into  secrecy  agreements  with  its  personnel  which
agreements will also contain a no other use clause.

1.4. IN will before  disclosing the  Information to the resellers  enter also on
behalf of Invu into a secrecy  agreement with its resellers which agreement will
require the resellers to use the  Information for no other purpose than the sale
of and first line support in respect to the Products.  These secrecy  agreements
will also oblige the resellers to return all materials in respect to the courses
immediately to IN after the distribution  agreement  between the reseller and IN
terminates.

1.5. It is understood  that the  obligations  in respect to secrecy and no other
use are not applicable in respect to  Information  that is meant to be disclosed
to end users of the  Products  or  Information  that is  rightful  in the public
domain.

1.6. Invu will during the existence of this agreement not render the Information
to anyone else than IN in the  Territory.  The  Information  will  therefore  be
licensed  to IN on an  exclusive  basis.  In the  event  Invu  will  render  the
Information  to a third party  outside of the  Territory the third party will be
bound to the same obligations as IN in this agreement.

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Article 2 TRANSFER OF SUPPORT KNOW-HOW AND EXCLUSIVE LICENSE TO USE

2.1.  Within two weeks after the written request to that effect by IN, Invu will
make available and therefore  transfer to IN all written and oral information in
respect  to the  support  services  that  will be  rendered  by IN itself to its
resellers and other customers (the "Support Information").

2.2.  IN will  have  the  right  to use the  Support  Information  only  for the
repair/support  of the Products.  IN will keep the Support  Information  further
secret. The last sentence of art. 1.3. and art. 1.6. apply.

Article 3 TRANSFER OF BUSINESS PLAN

3.1. Invu will within two weeks after the written  request thereto by IN, submit
and disclose to IN all written and oral set up knowledge  and the business  plan
Invu prepared for the Benelux market (the "Business Information").

3.2.  IN will  have the  right  to use the  Business  Information  to set up the
business  of IN in the  Benelux.  IN as  well as its  personnel  will  keep  the
Business  Information secret and will only use the Business  Information for the
establishment of the business of IN in the Territory. Art. 1.6. applies.

Article 4 PRICE

IN  will  pay to  Invu  for  the  disclosure  of the  Information,  the  Support
Information  as well as the  Business  Information  the amount of BPS  1,458,078
(say:  one million four hundred  thousand  fifty eight and seventy  eight) which
amount  equals Euro  2,296,327 at the date of the signing of this  agreement and
which amount will be paid in the following manner.  The amount of (euro) 965,544
has  been  paid in cash to Invu by IN on the date of the  entering  into of this
agreement and the amount of (euro) 1,330,783 is herewith compensated with a debt
of Invu to IN of (euro) 3,006,294.  It is understood that the Euro amount at the
date of the signing of this agreement will be treated as the official price.

Article 5 DURATION

5.1. IN has the right to use the Information, the Support Information as well as
the Business  Information as long as the IP Agreement will be in force. Upon the
ending of that agreement - which can also be terminated in the event IN breaches
its obligations under this agreement with immediate effect - IN will immediately
end all use of the Information,  the Support Information as well as the Business
Information  and return all and/or give all written and/or digital copies of the
information to Invu.

5.2. In the event of an termination of this agreement during the duration of the
IP  Agreement,  as  meant  in  art.  15 of  the  IP  Agreement,  IN  will  not -
notwithstanding  the right of the party that  terminated  the agreement to claim
damages of the other party in the event this is possible under Netherlands law -
have the right to claim any part of the purchase price under this agreement back
from Invu.

Article 6 MISCELLANEOUS

6.1.  This  agreement is governed by the laws of The  Netherlands.  The District
Court in Amsterdam - Commercial Chambers including its injunctive relief judge -
is solely competent to judge about a conflict resulting from this agreement.

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6.2. The rights under this agreement cannot be assigned nor sublicensed to other
parties by IN without the explicit prior consent of Invu. Invu hereby renders to
IN the right to render sublicenses to its subsidiaries under this agreement.  In
the event IN renders  such a sublicense  to a  subsidiairy  IN will  immediately
inform Invu thereof.

6.2. This agreement encompasses all the parties agreed upon in this respect. All
eventual  other  agreements are herewith  withdrawn.  This agreement can only be
amended by means of a written document which is signed by both parties.

IN WITNESS  WHEREOF this  agreement has been signed in twofold by the parties to
this agreement in Blisworth, United Kingdom, on the date mentioned above.









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Invu International Holdings Ltd.             Corsham Holding B.V.
By: John Agostini                            By: Invu International Holding Ltd.
Position: Company Secretary                  Position: Company Secretary
                                             By: John Agostini