EXHIBIT 10.10


 CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
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 BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE
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 COMMISSION
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CO-OPERATION
AND
PROJECT FUNDING AGREEMENT




between
Smashing Concepts Ltd
Invu Inc
and
The Britech Foundation Limited



<PAGE>


Co-operation And Project Funding Agreement


Preamble

Agreement  made this  first day of  August  2002,  by and  between  The  Britech
Foundation Limited, (hereinafter referred to as "Britech")

AND

Smashing  Concepts  Ltd  and  Invu  Inc,  severally  and  jointly,  (hereinafter
collectively  referred to as "the Proposer" and  separately as  "Participants").

WHEREAS the  Government  of the United  Kingdom of Great  Britain  and  Northern
Ireland (the UK), and the  Government  of the State of Israel,  did, on the 24th
day of May 1999, sign an Agreement concerning bilateral  co-operation in private
sector industrial research and development through the establishment of a United
Kingdom-Israel  Industrial Research and Development Fund (The Britech Fund);

AND WHEREAS in that same Agreement the Governments of the UK and Israel provided
for the  establishment  of the Britech  Foundation Ltd  (Britech),  a non-profit
organisation  charged with  management of The Britech Fund and other  activities
related to the  Agreement;

AND WHEREAS the Proposer has submitted to Britech a Proposal  seeking  financial
support from The Britech Fund;

AND WHEREAS  Britech has examined and duly  approved the Proposal and is willing
to  provide  certain  funding  to the  Proposer  for the  implementation  of the
Proposal on the terms and conditions hereinafter set forth;

Now therefore the parties hereto agree as follows:



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A.       General

A.1.     The  preamble  to this  Agreement  shall be  deemed  an  integral  part
         thereof.

A.2.     The Participants  shall be bound and obliged jointly and severally,  as
         herein provided.

A.3.     The Chief  Executive  of Britech is empowered by its Board of Directors
         to  execute  this  Agreement  and to  perform  all acts under the terms
         hereof on behalf of Britech.

A.4.     The following  document is incorporated by reference and made a part of
         this Agreement:

         a)       The  Proposal  dated  the  tenth  day of June  2002  (entitled
                  Financial  Product  Research  System - Revised  Project Plan).
                  Nonetheless,   should  any   provision  of  said  Proposal  be
                  inconsistent  with any other provision of this Agreement,  the
                  provisions otherwise set forth in this Agreement shall apply.

A.5.     The following document is referenced,  and is incorporated by reference
         only as  portions  may be  specifically  referred  to and  incorporated
         hereafter:

         b)       The Britech Handbook.

B.       Project Financing

B.1.     Britech hereby agrees to fund, by Conditional Grant, the implementation
         of the  Proposal  in the  sum of  (pound)310,000  or 50% of the  actual
         expenditures  on the project as  contemplated  in the Approved  Project
         Budget set forth in Annex A hereto, whichever is less, and at the times
         as may otherwise be set forth in Annex B hereto.

         B.1.1.   The percentage of the actual expenditures of the project which
                  Britech  provides  shall   hereinafter  be  described  as  the
                  "Foundation's pro rata share".

B.2.     The Proposer  shall provide in timely  fashion all  budgetary  funds in
         excess of those provided hereunder by Britech.

B.3.     The Proposer  hereby  agrees to make  payments to Britech in accordance
         with Annex D hereto.

C.       Conduct of the Project

C.1.     The  Proposer  agrees  to do  the  work  set  out in  the  Proposal  in
         accordance with good standards relevant to such undertakings, and shall
         expend funds received  hereunder only in accordance  with such Proposal
         and the requirements of this Agreement.

C.2.     The  Proposer  agrees  to  comply  with  the  Programme  Plan  for  the
         Innovation  as set forth in Annex C hereto,  provided  however that the
         Proposer may change the order of tasks as set out in the Programme Plan
         if it is in the best interests of the project provided such changes are
         communicated to Britech within the routine reports defined in Section D
         of this agreement.

C.3.     The Proposer  hereby  appoints Boaz Glorfung as Israeli Project Manager
         and Mike Woolley as UK Project  Manager for the  implementation  of the
         project during the period of this Agreement and in accordance  with the
         Programme Plan, Annex C.

C.4.     The  Proposer  shall not make  substantial  transfers of funds from one
         budget  item to  another,  change  key  personnel  or their  duties and
         responsibilities  or diminish their time allocated to the proposed work
         hereunder  without prior written  approval by Britech,  which  approval
         shall not be unreasonably withheld.

         CA. 1.  Should  any key person be absent  from his work or should  such
         absence  be  expected,  for 90 days or  more,  or  should  there be any
         significant reduction in the total personnel force assigned the project
         under the Proposal, the Proposer shall forthwith notify Britech.

                                                                    Page 2 of 12
<PAGE>

D.       Reporting Requirements

D.1.     The  Proposer  shall  submit to  Britech,  in  writing,  the  following
         reports:

                  a)       Fiscal and technical reports within 30 days following
                           expiration  of  each  interim   Programme   phase  as
                           identified in Annex C hereto;

                  b)       Final  fiscal and  technical  reports  within 60 days
                           following termination of this Agreement.

         Such reports  shall be delivered  with format and content in accordance
         with that version of The Britech Project  Handbook  current at the time
         of the report's submission.

D.2.     The  Proposer  agrees to  provide,  at its  expense,  briefings  on the
         progress  of the work  hereunder  within 45 days  following  request by
         Britech.  Such  briefings  shall  accord  with  such  form and depth as
         Britech may reasonably request.

E.       Publications

E.1.     In any publication in scientific or technical journals of data or other
         information derived from the work hereunder, or any publication related
         to the work,  but not  including  product  literature  or manuals,  the
         support of Britech shall be acknowledged.  A preferred wording for such
         acknowledgement may be provided by Britech on request.

E.2.     Subject  to the  limitation  of  Section  F.  below,  and to the extent
         essential  to  permit  free   dissemination  of  such  publications  or
         information  which  Britech is obligated to  disseminate,  the Proposer
         shall be  deemed  hereby  to  waive  any  claim  with  respect  to such
         dissemination  for  infringement  of any  Copyright  it may have or may
         obtain.

E.3.     The  Proposer   shall   furnish  to  Britech  two  (2)  copies  of  all
         publications  resulting from Britech-supported work as soon as possible
         after publication.

F.       Proprietary Information

F.1.     All information submitted to Britech in the Proposal, in any written or
         verbal  report,  or obtained by the  observation  of Britech  personnel
         pursuant  to any  request or  briefing,  shall be treated by Britech as
         confidential  and  proprietary to the  Participants.  At the request of
         either Participant,  a confidential disclosure agreement may separately
         be entered into by the parties.

F.2.     Nothing  contained in the foregoing shall restrict the right of Britech
         to make  public the fact of  Britech's  support  for the  project,  the
         project's  title and  technical  field,  the level of  Britech's  grant
         support, and identification of the Participants therein. The details of
         any such  publication,  however,  shall be subject to  approval  by the
         Participants.

G.       Patents and Royalties

G.1.     If Proposer or either of the  Participants  elects to apply for letters
         patent  on any or all  inventions  resulting  in whole or in part  from
         performance of Britech-  supported  activity,  such applicant shall, at
         his own  expense,  so apply in the UK and in Israel,  and in such other
         countries and at such times as he may deem appropriate.

G.2.     Unless  Proposer or either  Participant  is making  payments to Britech
         under Section B. in accordance  with Annex D hereto,  a Participant who
         retains  rights in an  invention  and who  obtains a patent  thereon in
         accordance  with  Section  G.1 ., shall pay to Britech a royalty as set
         forth  in  Annex E  hereto,  on  sales  of any  product  embodying  the
         invention or any product made by practicing  the  invention.  Britech's
         rights  hereunder  shall apply  whenever  such patents are obtained and
         shall survive termination of this Agreement.

                                                                    Page 3 of 12

<PAGE>

H.       Revocation of Agreement

H.1.     Britech  may  revoke any award,  in whole or in part,  for  fundamental
         breach of the terms of this Agreement as interpreted  under the laws of
         the United Kingdom or Israel.

H.2.     Upon receipt of notice of revocation  the Proposer may cure the default
         within thirty calendar days after the date of receipt of the notice.

H.3.     Notwithstanding  any other provision in this Agreement to the contrary,
         Britech  shall not be obliged  to provide  any  further  funding  after
         notice of revocation  until and unless the said default is cured and so
         demonstrated to the reasonable satisfaction of Britech.

H.4.     If Britech shall revoke as aforesaid,  all funds given  Proposer  under
         the  provisions  of  Section  B.1 above  shall  become  due to  Britech
         immediately  without  need for demand.  Such funds shall be repaid with
         interest at 1% above the UK clearing  bank rate from the date of notice
         of revocation.

H.5.     The Proposer may not  terminate  this  Agreement or abandon the project
         without the prior written  consent of Britech,  which consent shall not
         be unreasonably withheld.

H.6.     If upon  termination  of this  Agreement  for any  reason,  the  entire
         budgeted sum has not been expended, the Proposer shall forthwith return
         to Britech its pro rata share of such unexpended portion. If not repaid
         forthwith, such sum shall bear interest as per Section H.4

I.       Change of Participant's Status or Ownership

I.1.     In the event:

                  a)       that a  Participant  ceases  for any  reason to be an
                           eligible   company   under  the  terms  of  Britech's
                           constitution, or

                  b)       that control of a Participant changes through merger,
                           acquisition,  share offering, consortium or any other
                           means, or

                  c)       that the  Participants  to this Agreement  themselves
                           merge one with the other, or

                  d)       that one  participant  to this  Agreement  acquires a
                           beneficial interest in the other, whether majority or
                           minority,

         Britech  reserves the right to review and renegotiate the terms of this
         Agreement and, should no reasonably  agreeable  correction  emerge,  to
         revoke the Agreement in accordance with Section H.

1.2.     In  addition  to  Britech's  rights  under  Section  I.1 above,  in the
         specific  event that a  Participant  to this  Agreement  is acquired by
         another  company or  organisation  and  elects not to proceed  with the
         project,  Britech may demand immediate repayment by that Participant of
         up to 150% of the total of all  Conditional  Grant  and other  payments
         made to it under Section B.1. above.

1.3.     The Proposer agrees to take steps to secure such external agreements as
         may be necessary at any time to ensure their  compliance  with Sections
         I.1. and 1.2.

J.       Financial Records

J.1.     The Proposer shall maintain business and financial records and books of
         account for the work  hereunder  separate and apart from other business
         records of the  Proposer.  Such books and records shall be in the usual
         and accepted form.

J.2.     Books  and  records  of  the  work  hereunder   shall  show  Proposer's
         contribution.  Upon  request by Britech,  the  Proposer  shall  provide
         evidence of his compliance hereunder.

J.3.     Britech may examine,  or cause to be  examined,  the  financial  books,
         vouchers,  records and any other documents of the Proposer  relating to
         this  Agreement at reasonable  times and  intervals  during the term of
         this   Agreement  and  for  the  period  of  one  (1)  year   following
         termination,  or for so long as payments per Section B.3, Annex D or of
         patent royalties are due, or may become due to Britech, whichever shall
         be the later.

                                                                    Page 4 of 12

<PAGE>


K.       Suits Against Britech

K.1.     The  Proposer  shall  defend all suits  brought  against  Britech,  its
         officers or personnel, indemnify them for all liabilities and costs and
         otherwise hold them harmless on account of any and all claims, actions,
         suits,  proceedings  and the like arising out of, or connected  with or
         resulting from the  performance  of this Agreement by the Proposer,  or
         from the manufacture, sales, distribution or use by the Proposer of the
         Innovation,  whether  brought by the  Proposer or its  personnel  or by
         third parties provided that:

         K.1.1.   Britech shall promptly  notify the Proposer in writing of such
                  claim,  action,  suit or  proceeding  and  will  not  make any
                  admission without the Proposer's prior written consent;

         K.1.2.   Britech shall at the Proposer's request and expense, allow the
                  Proposer  to  conduct  and/or  settle  all   negotiations  and
                  litigation   resulting  from  such  claim,   action,  suit  or
                  proceeding; and

         K.1.3.   Britech  shall,  at the  request of the  Proposer,  afford all
                  reasonable  assistance with such  negotiations  and litigation
                  resulting from such claim,  action,  suit or  proceeding,  and
                  shall be  reimbursed  by the  Proposer  for any out of  pocket
                  expenses incurred in so doing.

K.2.     The Proposer agrees that persons  employed by it in connection with the
         project  shall be  deemed to be solely  its own  employees  and that no
         relationship  of master  and  servant  shall be  created  between  such
         employees and Britech,  either for purposes of tort  liability,  social
         benefits,  or for any  other  purpose.  The  Proposer  shall  indemnify
         Britech and hold it harmless  from court costs and legal fees,  and for
         any  payment  that  Britech may be obliged to make on a cause of action
         based upon an employee-employer relationship as aforesaid.

L.       Miscellaneous Conditions

L.1.     Britech  makes no  representation,  by virtue of its  funding  the work
         hereunder,  or  receiving  payments  or  royalties  as a result of this
         Agreement,  as to the safety, value or utility of the Innovation or the
         work undertaken,  nor shall the fact of  participation of Britech,  its
         funding or exercise of its rights hereunder be deemed an endorsement of
         the  Innovation  or of the  Proposer,  nor shall the name of Britech be
         used for any  commercial  purpose  or be  publicised  in any way by the
         Proposer except within the strict limits of this Agreement.

L.2.     The  Proposer  may  not  assign  this  Agreement  or any  of  the  work
         undertaken pursuant to it without the prior written consent of Britech,
         which consent shall not be unreasonably withheld.

L.3.     This Agreement shall be construed under the laws of the United Kingdom.
         The forum for the resolution of any dispute arising from this Agreement
         shall be  either  the State of Israel  or the  United  Kingdom,  as the
         moving party may elect.  Execution of this Agreement  shall be taken as
         submission to the forum selected pursuant to this Section.

L.4.     Unless the  parties to a dispute  shall  agree  otherwise,  the dispute
         shall  be  referred  to  arbitration  under  the  rules  of the  Israel
         Arbitration  Law if the  forum is  Israel,  and  under the rules of the
         arbitration  legislation  in effect  within the  United  Kingdom if the
         forum is the United Kingdom.

L.5.     Proposer undertakes to comply with all applicable UK and European Union
         laws, rules and regulations, and those of the State of Israel, and will
         apply for and obtain all  necessary  licenses  and permits for carrying
         out of its obligations hereunder.

L.6.     Under  Israeli  law, no stamp duty is required on Britech  Co-operation
         and Project Funding Agreements.

L.7.     Notices,  communications  and reports shall be hand-delivered or mailed
         by prepaid first-class mail (airmail where transmitted internationally)
         addressed to:

<TABLE>
<CAPTION>
         <S>  <C>                             <C> <C>                        <C> <C>


         a)   The Britech Foundation Ltd      b)  Smashing concepts Ltd.     c)  INVU Inc
              Wyvols Court                        34 Pinchas Rosen Street        The Beren, Blisworth Hill
              Swallowfield                        Herzelia                       Farm.
              Reading                             46590                          Stoke Road, Blisworth
              Berkshire RG7 1WY                   Israel                         Northants NN& 3DB
              United Kingdom                                                     United Kingdom

</TABLE>

                                                                    Page 5 of 12

<PAGE>

M.       Limitation on Payments

         Notwithstanding  any  other  interpretation  of this  Agreement  or the
         Annexes  hereto  to  the  contrary,  the  Proposer's  total  obligation
         hereunder  for  payments  to  Britech  shall not  exceed a sum equal to
         (pound)105,000  plus  150% of the  total  funds  actually  provided  by
         Britech hereunder.

N.       Effective Date

         The  effective  date of this  Agreement  shall be the 1st day of August
         2002. Unless terminated earlier by Britech,  in accordance with Section
         H of this  Agreement or otherwise,  this Agreement  shall  terminate 15
         (fifteen)  months  following the effective date,  though its provisions
         may survive.

         Signed the day and date above first given


         ________________________________________
         Tony Warwick
         Chief Executive, The Britech Foundation Ltd

         ________________________________________
         Boaz Gorfung
         Chief Executive Officer, Smashing Concepts Ltd

         ________________________________________
         David Morgan
         President and Chief Executive Officer, Invu Inc


                                                                    Page 6 of 12

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ANNEX A - APPROVED PROJECT BUDGET

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ANNEX B - SCHEDULE OF PAYMENT

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ANNEX C - APPROVED PROGRAMME PLAN


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ANNEX D - REPAYMENTS TO BRITECH




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ANNEX E - ROYALTY PAYMENTS ON PATENTS



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ANNEX F - LICENSE AGREEMENTS



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