EXHIBIT 10.12






     AGREEMENT for the SALE, PURCHASE and TRANSFER of SHARES


THIS  AGREEMENT  is entered  into on this 23 th day of August  2002  between and
among the following parties:

1.   B.V.  Holding  Maatschappij  "De Hondsrug",  a private company with limited
     liability, duly incorporated,  organised and existing under the laws of the
     Netherlands,  with  registered  seat and holding  office at Amsterdam,  the
     Netherlands,  duly  represented  for the purpose of this  agreement  by Mr.
     O.J.A. van der Nap and Mr. D.H.J. Terpstra on behalf of "B.V.  Maatschappij
     voor Executele en Trustzaken",

     hereinafter referred to as the "Seller",

     and

2.   INVU International  Holdings Limited,  a foreign legal entity  incorporated
     under English law, with  corporate seat at Blisworth  (United  Kingdom) and
     holding office at at The Beren, Blisworth Hill Farm, Stoke Road, Blisworth,
     Northamptonshire NN7 3DB (United Kingdom), duly represented for the purpose
     of this Agreement by Mr. D. Morgan, an English citizen, living at 6 Andrews
     Close, Leire, Leicestershire LE17 5ER (United Kingdom),

     hereinafter referred to as the "Purchaser";


WHEREAS:

a)   The Seller is the owner of  6,625,000  (six  million six hundred and twenty
     five thousand) ordinary shares,  numbered 1 up to and including  6,625,000,
     each share with a nominal  value of one Dutch  Guilder  (NLG 1,00),  or the
     equivalent of forty five eurocent (EUR 0.45)  pursuant to article 2:178c of
     the Dutch Civil  Code,  in the share  capital of Corsham  Holding  B.V.,  a
     private company with limited liability,  duly  incorporated,  organised and
     existing  under  the  laws  of the  Netherlands,  with  corporate  seat  at
     Amsterdam  (the  Netherlands)  and  holding  office  at Rokin  55,  1012 KK
     Amsterdam (the Netherlands),  registered at the trade register of Amsterdam
     (the  Netherlands)  by number  33137753,  (hereinafter  referred  to as the
     "Company"), representing all the issued capital of the Company;

b)   The  Seller  wishes  to sell  and the  Purchaser  wishes  to  purchase  the
     ownership of the Shares on the terms and conditions hereinafter contained.

c)   The Seller is willing to sell the Shares to the Purchaser provided that the
     Purchaser  shall use the company and its assets for bona fide  transactions
     and the  Purchaser  has declared its  intentions to use the Company and its
     assets for bona fide purposes.


NOW, THEREFORE, IT IS HEREBY AGREED as follows:

Article 1

The above Preamble is true and correct and is hereby incorporated into, and made
an integral part of, this Agreement.


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Article 2

Based on the  representations,  warranties and convenants  herein and subject to
the terms and conditions as hereinafter  set forth,  the Seller hereby agrees to
sell the Shares to the Purchaser and the Purchaser hereby agrees to Purchase the
Shares from the Seller for the price as defined in article 3.1 hereof:
     6,625,000  (six  million six hundred  and twenty  five  thousand)  ordinary
     shares, numbered 1 up to and including 6,625,000, each share with a nominal
     value of one Dutch  Guilder  (NLG 1,00),  or the  equivalent  of forty five
     eurocent (EUR 0.45)  pursuant to article 2:178c of the Dutch Civil Code, in
     the share capital of the Company,  these shares representing all the issued
     and outstanding shares in the capital of the Company (hereinafter  referred
     to as the "Shares").

Article 3

3.1  The  purchase  price for the  Shares is an amount  equalling  the net asset
     value of the Company on the date of transfer of the Shares,  as established
     on the basis of the Company's  balance sheet, plus un upcount of 18.5% over
     the in the  financial  year 2002 until the date of  transfer  of the Shares
     realised profit before tax.

     The  provisional  balance  sheet as per the date of  transfer of the Shares
     shall be  provided  to the  Purchaser  before the date of  transfer  of the
     Shares. The provisional balance sheet will be made final at shortest notice
     after  the  date of  transfer  of the  Shares,  but in any case  before  30
     September  2002. The preliminary  purchase price,  based on the provisional
     balance sheet, is Euro 3,971,838 (being Euro 3,006,294 representing the net
     asset value of the company plus Euro 965,544 representing the upcount).

     If the definitive balance sheet differs from the provisional balance sheet,
     the  parties  hereto  shall   immediately   settle  (re-)  payment  of  the
     corresponding  part of the purchase price with interest as from the date of
     sale until the date of payment at the rate of 5 percent per year.

3.2  The  purchase  price as defined in article  3.1 hereof  shall be settled as
     follows:

     A.   The  Seller  is  indebted  to the  Company  for  the  amount  of  Euro
          3,006,294.--(the "Debt")
     B.   By co-signature of this agreement the Company  releases and discharges
          the Seller  from all  claims or  demands  in respect of the Debt,  and
          accepts the Purchaser as debtor in Lieu of the Seller
     C.   The Purchaser shall undertake to pay the balance of the purchase price
          amounting Euro 965,544.-  within .... day's after the shares have been
          transferred  to the  Purchaser by notarial  deed, by a cash payment to
          the bank account of Seller.  Final  settlement  of the purchase  price
          shall be made in cash in  accordance  with  article  3.1,  paragraph 3
          hereof
     D.   Upon  execution  of the  notarial  deed of  transfer of the Shares the
          Seller  shall  receive  from the  Purchaser  a right of  pledge on the
          Shares until the balance of the purchase price as mentioned in article
          3.2.c has been received by the Seller.  Upon receipt of the balance of
          the purchase  price the Seller shall  discharge  the Purchaser for the
          payment of the purchase price in writing




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Article 4

The  transfer of the Shares shall take place on this 23 th day of August 2002 at
the Amsterdam office of CMS Derks Star Busmann,  or such other place and date as
the  parties  may agree,  and will be  effected  by means of a notarial  deed of
transfer  of Shares,  substantially  in the form of the draft  deed of  transfer
attached  hereto as  Schedule  1, to be  executed  by Mr.  F.R.  Sterel  (or his
replacement), civil law notary in Amsterdam, the Netherlands.

Article 5

The Purchaser shall pay all notarial  expenses in relation to and connected with
the alteration of the Company's  articles of association in connection  with the
change of the  Company's  name,  the transfer of the ownership of the Shares
and  transfers  of money.  Otherwise  each of the parties  hereto shall bear the
costs of its own advisors.

Article 6

6.1  The Seller  guarantees  the  Purchaser  and  warrants  that the  definitive
     Balance  Sheet will give a complete,  accurate and reliable  account of the
     assets,  liabilities and capital of the Company as of the date thereof, all
     in accordance  with standard  accounting  principles,  and the Seller binds
     himself to indemnify the Purchaser for all financial damages that arise for
     the Purchaser from possible inaccuracies in the Balance Sheet.

6.2   The Seller is obliged to fully indemnify the Purchaser for all tax claims,
      relating  (tax)lawyer  costs provided they are  reasonable,  and all other
      debts and financial  liabilities  that arise from  transactions  made with
      third  parties  before the date of  transfer  of the Shares in the Company
      which, in contrast to the Balance Sheet, appear to exist or are alleged to
      exist.

      The  aforementioned  indemnification  will, in relation to all tax related
      issues,  be limited to a period of five years,  this period  commencing on
      the  date  of the  notarial  deed  of  transfer  of the  Shares,  and  the
      aforementioned  indemnification will with respect to all other matters, be
      limited to a period of two years,  this period  commencing  on the date of
      the notarial deed of transfer of the Shares.

      Notwithstanding  the  above,  the  Seller  unconditionally  is  obliged to
      indemnify  the  Purchaser  against the  existence  of any  liabilities  in
      contrast  to the Balance  Sheet  appearing  from a contract of  employment
      and/or a previous contract of employment of persons that have been working
      for or with  the  Company.  As per the  date  hereof  the  Company  has no
      employees.

Article 7

The Seller warrants the Purchaser that:

     a.   the  Seller is the owner of the  shares  and is free to  transfer  the
          unrestricted ownership of the Shares to the Purchaser;
     b.   there are no options or other rights  through  which third parties can
          claim one or more of the Shares;
     c.   the Shares are not encumbered  with any rights of usufruct,  pledge or
          any other security  rights and no third parties can rightfully  claim,
          in or out of court,  any rights of  usufruct,  pledged or any security
          rights on the Shares;
     d.   no registered depository receipts ("certificaten van aandelen") of the
          Shares sold and transferred hereunder have been issued or assigned;


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     e.   the Shares are fully paid up;
     f.   the Company is duly  established,  existing and in good standing under
          Dutch law and entitled to carry on such business as is conducted  now.
          The Company has neither  initiated  nor is subject to any voluntary or
          involuntary  liquidation  or dissolution  proceedings,  nor are any of
          such  proceedings  threatened,  nor has  notice  from the  Chamber  of
          Commerce as referred to in article 19a paragraph 3 Book 2 of the Civil
          code been received;
     g.   there have been no resolutions  leading to a change in the articles of
          association  or leading to the  dissolution  of the Company other than
          with knowledge and consent of the Purchaser;
     h.   there are no  shareholders  resolutions  concerning  the paying out of
          dividends,  reserves  of capital  that still have to be  effected  and
          furthermore that no shareholder  resolutions have been taken that have
          not been revealed to the Purchaser;
     i.   the Seller  will not and cannot make any claims  whatsoever  vis-a-vis
          the Company  regarding the payment of a final or interim  dividend not
          yet made  payable  over  past  financial  years  or over  the  current
          financial year;
     j.   the  shareholders  register of the  Company is  complete  and has been
          updated;
     k.   the Company has full and unencumbered title to all her assets and that
          these are not  subject  to any  rights of  pledge,  assignment  or any
          contract of sale;
     l.   there is no legal procedure of whatever nature pending or threatening;
     m.   all tax filings  have been made on time and that there are no arrears;
          the corporate tax return  concerning the fiscal year ended 31 December
          2001 has been filed;
     n.   on  request of the  Purchaser  all books and  records  of the  Company
          relevant to the Purchaser  will be transferred to the Purchaser by the
          Seller  and  that  the  Seller  has  not  withheld  or  concealed  any
          information;
     o.   if after the date hereof  proceedings should be instituted against the
          Company which result from (legal) facts which occurred before the date
          of  this  Agreement,   all  damages  and  other  adverse  consequences
          resulting  for the  account of the  Purchaser  from such  proceedings,
          including,  but not  limited  to,  the costs of legal  representation,
          shall be paid in full by the Seller,  as if those proceedings had been
          instituted  directly against the Seller.  The Purchaser  undertakes to
          notify the Seller  immediately if such  proceedings are instituted and
          shall give the Seller the opportunity to defend,  for its own risk and
          account, the Company against the claim of any third party or to reach,
          for its own risk and account, a settlement with such third party;

Article 8

The Purchaser warrants the Seller that:

     a.   the  Purchaser  shall within one week after the transfer of the Shares
          arrange for the Company's address to be changed;

     b.   the Purchaser will, notwithstanding Seller's obligation as referred to
          in article 6.2. enable the Company financially to meet its obligations
          vis-a-vis  the  Netherlands  tax  authorities  (e.g. ex article 40 Tax
          Collection  Act 1990),  to fully  indemnify  Seller should the Company
          fail to meet such  obligations and furthermore to act in such a way as
          may be expected from a conscientious corporation in this respect.

Article 9

The Seller does not accept  liability for any negative fiscal  consequences  the
Purchaser  and/or  the  Company  might  suffer as a result of this  transaction,
except for the representations and warranties set forth in this agreement.

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Article 10

The Seller and the Purchaser  undertake to notify the other party immediately if
and when any  information  materially  relevant to the Company  becomes known to
such party. The notification,  which notification will be given in writing, will
state the nature of the information.  In case the party that has become aware of
any  information  materially  relevant to the  Company  does not comply with the
obligation stated in this article,  this party will be solely liable for any and
all claims resulting out of or in relation to such information.

Article 11

The  Seller and the  Purchaser  bind  themselves  herewith  to take all  actions
necessary for the transfer of the Shares.

Article 12

The Seller shall,  as far as necessary,  co-operate  in the  discharging  of the
director now in function and in the appointing of directors  and/or  supervisory
directors to be named by the Purchaser.


Article 13

This  agreement  shall be governed by and shall be construed in accordance  with
the laws of the  Netherlands.  Any disputes  arising under this agreement or any
other agreement  resulting thereof shall be brought in first instance before the
competent court of Amsterdam, the Netherlands.

Signed in threefold on this 23 th day of August 2002



B.V. Maatschappij voor Executele
 en Trustzaken                               INVU International Holdings Limited
on behalf B.V. Holding
 Maatschappij "De Hondsrug"




O.J.A. van der Nap / D.H.J. Terpstra         D. Morgan