EXHIBIT 10.13

               EXCLUSIVE COPYRIGHT AND TRADEMARK/TRADENAME LICENCE

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  Northamptonshire  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,
Northamptonshire 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  software  which gives the users  portable  and easy
management of all types of information.

WHEREAS Invu is in the course of obtaining a trademark right in the Benelux.

WHEREAS  Invu's  conglomerate  has developed an unique  selling  concept for
which Invu developed binders.

WHEREAS Invu's conglomerate  created marketing and advertising material and will
create marketing and advertising material that can be used in the Benelux by IN.

WHEREAS Invu is the owner of all  intellectual  property  rights within the Invu
conglomerate and does not have any other activities than keeping these rights in
good order and licensing them to other companies.

WHEREAS Invu  therefore is and will be the  rightful  owner of all  intellectual
property  rights in respect of the aforesaid  software,  binders,  marketing and
advertising materials and trademark.

WHEREAS Invu will never transfer its  intellectual  property rights partially to
other entities in order to create security in the event of bankruptcy.

WHEREAS  IN  wants to  obtain  exclusive  licences  for the  multiplication  and
publishing  of the software and the  ancillary  materials  for the Benelux which
equal as much as possible  transfers of the respective  rights and Invu wants to
render such exclusive licences under the following conditions.

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 DEFINITIONS

In this agreement the following definitions apply:

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1.1. The  Products:  the software  packages  carried by Invu under the following
     names on the date of the entering into of this agreement:

         S 100 version 5.2.
         S 200 version 5.2
         S 250 version 5.2.
         Si200  version 5.2.
         Code Free Integration version 2
         Link Manager version 2

1.2. The Territory: The Netherlands, Belgium and Luxembourg (Benelux)

Article 2 EXCLUSIVE SOFTWARE/COPYRIGHT LICENCE

2.1. Invu hereby grants to IN the right to multiply and publish (in Netherlands:
     "verveelvoudigen  en openbaar  maken") the Products in the Territory.  Invu
     therefore  renders  amongst  others  to IN the  right  to  manufacture  the
     Products and to sell the Products in the  Territory.  The Products are sold
     in the  Territory  in the  event  (i) the  purchaser  is  domiciled  in the
     Territory - and IN does not have a reason to believe that the Products will
     be  distributed  by the  purchaser  outside of the  Territory - or (ii) the
     Products are meant for end users in the Territory.

2.2. The licence mentioned in art. 2.1. is an exclusive licence which means that
     Invu will not multiply nor distribute  itself the Products in the Territory
     nor  grant a  licence  to  another  party  than IN for the  Territory.  The
     Products  are  distributed  by  Invu  in the  Territory  in the  event  the
     purchaser is domiciled in the  Territory or the Products sold by Invu are -
     also for Invu - clearly meant for end users in the  Territory.  Under these
     circumstances Invu will refer the purchasers to IN.

2.3. The licence  mentioned in art.  2.1. is not limited to the  production  and
     sales of the  Products.  IN can use the  licence  when and in any manner it
     wants as long as the eventual use takes place in the Territory.

Article 3 DELIVERY OF SOFTWARE AND TESTING

3.1. Within two weeks after the  written  request of IN to that effect Invu will
     deliver to IN at its  business  premises in The  Netherlands  all  software
     materials  that will enable IN to multiply the  Products in a  professional
     manner and in a quality which equals the quality of the Products multiplied
     and distributed by Invu itself.  The parties already agreed that IN will be
     in the  possession of the right  hardware  which enables IN to multiply the
     software  in this  manner  and which  hardware  will be bought  and will be
     maintained by IN for the account of IN.

3.2. Invu will use its best endeavours to deliver the software mentioned in art.
     3.1. to IN in an optimal  form to enable IN to multiply  the  Products in a
     professional  manner and therefore  without any  contamination or any other
     defaults ("bugs").  Within six weeks upon the deliverance mentioned in art.
     3.1.  IN will test - for the  account  of IN - the  delivered  software  on
     possible  contamination  and/or defaults on the hardware  mentioned in art.
     3.1.  which hardware will have been checked by  representatives  of Invu on
     eventual  irregularities  before the running of the test by IN. The cost of
     this hardware check will be born by Invu. In the event the  representatives
     of Invu find any  substantial  problems in the hardware the cost for repair

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     will, however, be born by IN. In the event of any substantial problems with
     the hardware the two weeks testing  period will be prolonged  with the days
     the solving of the problems of the hardware has taken.

3.3. In the event the software  according to the (objective)  test results of IN
     does not contain any  contamination or defaults IN will accept the software
     as being in an optimal form by confirming  the positive  testing  result to
     Invu in writing within the six weeks term mentioned in art. 3.2.

3.4. In the event IN has not informed Invu within six weeks upon the deliverance
     in the  manner as set forth in art.  3.5.  the  software  is  assumed to be
     received  and  accepted  in  optimal  form  by IN  without  IN  having  the
     opportunity to prove differently.

3.5. In the event IN finds during the testing on objective grounds contamination
     or other  defaults  in the  software  IN will  inform  Invu of this fact in
     writing  before  the  ending of the six week term  mentioned  in art.  3.2,
     specifying  the  eventual  problems  encountered.  Invu  will  then for the
     account of Invu solve the problems (i) by adjusting the software or (ii) by
     a new deliverance of the software within six weeks after IN's  notification
     after which the test  mentioned in art.  3.2.  will be run again for Invu's
     account.  In the event the test results of IN turn out to be negative again
     - on objective  grounds - because of the quality of the software  delivered
     by  Invu,  IN has the  right  to  terminate  this  agreement.  Under  these
     circumstances  Invu will repay the price mentioned in art. 14 in total back
     to IN. Art. 15.4. applies.

3.6. It is  understood  that  small  problems  which can be solved by  qualified
     software specialists on the basis of the specifications mentioned in art. 4
     of this  agreement  will not qualify as a  contamination  or other  default
     mentioned in this art. 3. These problems are for the risk of IN.

3.7. All problems arising with the software - including  problems not covered by
     art.  3.6. - after the  acceptance  of the software are for the risk of IN.
     The  software  will then be assumed to have the  qualities  to enable IN to
     multiply the Products in a professional manner and with the same quality as
     Invu without IN having the opportunity to prove differently.

         Article 4 MULTIPLICATION SPECIFICATIONS AND QUALIFIED TESTING

4.1. Together  with the software  for the Product  mentioned in art. 3 Invu will
     submit to IN the  specifications for the multiplication of the software for
     the Products.  IN will keep these  specifications  secret and will only use
     the  specifications for the multiplication of the software as meant in this
     license.  IN will also enter in this  respect into secrecy and no other use
     agreements  with its  personnel.  Upon the ending of this agreement IN will
     immediately  return the  specifications  as well as all  copies  thereof to
     Invu.

4.2. The test in art. 3 as well as the multiplication of the software under this
     agreement  will  only be  executed  by IN by  means of  qualified  software
     specialists.

Article 5 ASSISTANCE

     Invu will  give IN  during  the  first  six  months  of the  agreement  all
     reasonable support IN needs for the multiplication of the Products.  In the
     event  support  cannot  be  rendered  by  telephone  Invu will send an Invu
     specialist to IN in order to assist IN. The cost of this assistance as well
     as the travel and hotel cost of the specialist will be born by Invu.

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Article 6 SOURCE CODES

6.1. Invu will  submit to IN within  two weeks  after a written  request to that
     effect by IN the source  codes of the  Products  in order to make it for IN
     possible  to cure  eventual  problems  IN or  users  might  have  with  the
     Products.

6.2. Invu will remain the rightful owner/proprietor of the source codes and only
     renders  to IN the right to use the  source  codes  during the term of this
     agreement. Upon the ending of this agreement IN will immediately return the
     source codes to Invu.

6.3. IN will keep the source  codes in a safe place  where no one except for the
     executives  of IN will  have  access.  IN will not make any  copies  of the
     source  codes  without  having  obtained  approval of Invu.  The last three
     sentences of art. 4.1. - in respect to secrecy and no other use - apply.

Article  7  EXCLUSIVE   COPYRIGHT  LICENSE  FOR  PACKAGING   MATERIAL  AND  USER
INSTRUCTIONS

7.1. The  exclusive  licence  mentioned in art. 2 includes the right to multiply
     and publish the written users  instructions and packaging  material for the
     Products as used by Invu as well as the right to translate the terms in the
     user  instructions  and on the  packaging  material  in  order  to make the
     instructions and packaging suitable for the local markets in the Territory.

7.2. In the event IN uses the licences for the  Product(s)  it is obliged to use
     the written  instructions and packaging Invu uses notwithstanding the right
     of IN to mention its name as  manufacturer  on the packaging and to add the
     alternations  mentioned in art. 7.1. In the event IN is of the opinion that
     the  instructions  and/or  packaging should be altered in order to increase
     the sales of the Products in the Territory  Invu will accept such suggested
     changes  in the event they are  reasonable  and all  intellectual  property
     rights in respect to the changes will be assigned/transferred to Invu.

7.3. Invu will within two weeks after a written  request to that effect  provide
     IN with all basis materials that IN needs to multiply the  instructions and
     packaging  in a  professional  manner  and  in  the  same  quality  as  the
     instructions and packaging manufactured by Invu.

Article 8 EXCLUSIVE COPYRIGHT LICENCE BINDERS

8.1. Invu grants to IN an exclusive  copy-right licence in respect to the binder
     Invu prepared for the resellers  which binder is known to the parties.  The
     licence  encompasses the right to multiply and distribute the binder to the
     resellers of the Products appointed by IN for the Territory.

8.2. IN will keep all  information  contained in the binder - and  therefore the
     binder  itself - secret except for the right to disclose the binder and the
     information contained therein to its resellers. IN will only use the binder
     and the information contained therein for the sale of the Products. IN will
     require its personnel to sign secrecy and no other use agreements  with the
     same obligations in this respect.

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8.3. IN will when  submitting  the binder to resellers  require the resellers to
     enter into secrecy  agreements in respect to the binders  which  agreements
     will also contain the obligation to use the  information of the binder only
     for the sale of the Products.

8.4. The  exclusive  licences  mentioned  in this  art.  8 also  encompasse  all
     amendments  to the binder.  In the event of an amendment to the binder Invu
     will  immediately  inform  IN of the  amendments  and give IN access to the
     amendment in order to make it possible  for IN to multiply  and  distribute
     the amendments to its resellers.  The secrecy and no other use  obligations
     mentioned in art. 8.2. apply in respect to the amendments.

8.5. When appointing  resellers for the sale of the Products - which decision is
     to the sole  discretion of IN - IN is required to use the binder as used by
     Invu and to submit the binder as well as the  amendments as used by Invu to
     its resellers.

8.6. It is understood that in respect to the information in the binders which is
     aimed at the disclosure to the public and which  rightfully  belongs to the
     public domain,  the secrecy and no use obligations meant in this article do
     not apply.

8.7. Invu will within two weeks after a written  request to that effect  provide
     IN with all  basis  materials  that IN needs to  multiply  the  binder in a
     professional  manner and in the same quality as the binder is  manufactured
     by Invu.

Article 9  EXCLUSIVE COPYRIGHT LICENCE MARKETING AND ADVERTISEMENT MATERIALS

9.1. Invu hereby  grants to IN the  exclusive  right to multiply and publish (in
     Netherlands:   "verveelvoudigen   en  openbaarmaken")   all  marketing  and
     advertisement  materials  Invu will prepare and use during the term of this
     agreement  in respect to the  Products as well as the  training/consultancy
     and support  services.  This license will only be used to support the sales
     of the Products for the  Territory as well as the training and  consultancy
     and support services rendered by IN for the Territory.

9.2. Invu will within two weeks after a written request to that effect submit to
     IN all materials  which are necessary to multiply and publish the marketing
     and  advertisement  materials  used by Invu at that  moment in time and the
     period of 6 months prior to that moment.  The materials will have a quality
     which enables IN to multiply the marketing and advertisement materials in a
     professional manner and with a quality that is similar to the marketing and
     advertisement materials used by Invu.

9.3. Each time Invu will have  prepared a new  marketing or  advertisement  item
     Invu will inform IN immediately  hereof and submit to IN all materials that
     are necessary to multiply and publish the new materials.  The licence meant
     in this  article will apply as of the day Invu makes the  marketing  and/or
     advertisement material public.

9.4. IN can use the  marketing  and  advertisement  materials  in any  manner it
     prefers.  IN has the right to translate  the words used in the materials in
     order to make the  materials  suitable for use in the  Territory.  The last
     sentence of art. 7.2. - in respect to the alterations - applies.

9.5. IN does  not have  the  obligation  to use the  license  mentioned  in this
     article.  IN has the  right  to  develop  for its own  cost  marketing  and
     advertising  materials suitable for the market in the Territory in order to
     support the sales of the Products as well as the  consultancy  and training
     and support services rendered by IN for the Territory.

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Article 10 EXCLUSIVE TRADE NAME AND TRADEMARK LICENCE

10.1.Invu is in the course of obtaining a trademark  right for the word mark and
     logo INVU in the Benelux.  Invu hereby renders to IN the exclusive right to
     use (in  Netherlands:  "gebruiken") the word mark, logo and trade name INVU
     in the  Territory.  IN is required to use these marks for IN<180>s  company
     and the  Products in the event it decides to market the  Products  and will
     not use the trademark for other products or companies.

10.2.The  licences  mentioned  in this  art.  10 can be  used by IN to name  the
     company, to attach the trademarks to the Products, to use the trademarks in
     advertisements  and any other use that IN seems proper. The sole limitation
     on the use is that IN is obliged to use the trade  name and  trademarks  in
     the manner  they are used by by Invu in order to create a global  image and
     that IN will not use the  trademarks  in a manner  that  might  damage  the
     reputation of Invu.

10.3.Invu is required to continue the trademark  application  for the trademarks
     meant  in art.  10.1 for its own  cost.  In the  event of any  difficulties
     arising during the application  process Invu will do its utmost to overcome
     these difficulties. The parties agree that they do not foresee any problems
     in this respect.

10.4.IN and Invu will upon the  registration  of the  trademark  right  have the
     exclusive trademark license registered in the Benelux Trademark Register.

Article 11 QUALITY PRODUCTS

     In the event IN decides to use the licences  mentioned in this agreement it
     is required to manufacture the Products as well as the ancillary  materials
     with a similar quality as the Products manufactured by Invu.

Article 12 BREACHES OF INTELLECTUAL PROPERTY RIGHTS AND OTHER RIGHTS

12.1.To the best of its  knowledge  Invu  does  not  infringe  any  intellectual
     property  rights of other third parties in the Territory  with the Products
     and the  other  licenced  rights  in this  agreement.  When  licensing  new
     materials  under this  agreement  Invu will use its best  endeavours not to
     infringe the intellectual property rights of third parties.

12.2.In the  event IN is  confronted  with a third  party  who  claims  that the
     Products or other  materials  made on the basis of  licences  based on this
     agreement infringe the intellectual property rights or other rights of that
     party Invu will fully  indemnify and hold harmless IN which means that Invu
     will handle - in the name of IN - the specific matter, appoint counsel, pay
     all legal cost and  damages  incurred  by IN in the  conflict  and have the
     authority to settle the case in a manner Invu prefers.  IN will notify Invu
     immediately  in the  event any  third  party  claims  that its  rights  are
     infringed  in order to have Invu  defend  the matter as  indicated  in this
     article.

12.3.In the event IN is confronted with  infringements  on the rights of Invu in
     the Benelux,  IN has the right to act against the  infringer in the Benelux
     also in the  name of  Invu.  The  cost of the  proceedings  and any  damage
     payments by the infringer are solely for IN. In the event IN decides not to

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     act against an infringement  Invu has the right to act - on his own account
     - against the infringer after having obtained approval of IN which approval
     will not be withheld on unreasonable  grounds. All eventual damage payments
     by the infringer are then for the sole benefit of Invu.

12.4.An  infringement  mentioned  in this article will not qualify as a material
     breach  except in the event the rights were  breached on purpose by Invu or
     it  concerns a breach in respect  to the  Products  on the basis of which a
     substantial  part of the  Products  cannot be  marketed  any  longer in the
     Territory.

Article 13 IMPROVEMENTS

13.1.In  the  event  Invu  develops  during  the  existence  of  this  agreement
     improvements   to  the  Products  as  well  as  the   packaging  and  users
     instructions  Invu will  grant an  exclusive  license  to IN similar to the
     license  mentioned in art. 2 immediately  upon the moment the  improvements
     are being made  public by Invu.  Under these  circumstances  Invu will then
     immediately  submit all  materials  which are  necessary  to  multiply  the
     improvements  to IN.  In the  event of an  improvement  in  respect  to the
     software the procedure set forth in art. 3 applies.

13.2.The  license  mentioned  in art.  13.1.  will end upon the  ending  of this
     exclusive  license  agreement.  IN will not be obliged to pay an additional
     price for the license for the  improvements  during the  existence  of this
     agreement.  The  price  for  the  improvements  is  included  in the  price
     mentioned in art. 14.

Article 14 PRICE

     IN will pay to Invu for the licences  mentioned  in this  agreement a total
     price of British Pound Sterling  23,541,922 (say: twenty three million five
     hundred and forty one thousand and nine hundred  twenty two) equalling Euro
     37,076,172  at the moment of signing this  agreement.  The amount of (euro)
     1,675,511 is herewith compensated with the loan of IN to Invu in the amount
     of (euro) 3,006,294. The remainder of (euro) 35,400,661 will be paid in the
     manner set forth in a separate  loan  agreement  which will also be entered
     into on the date of this  agreement.  It is understood that the Euro amount
     will be treated as the official price.

Article 15 DURATION OF THE AGREEMENT

15.1.This  agreement  has a term of 4 years  (1460  days)  as of the date of the
     signing of this  agreement.  Invu will and shall only renew this  agreement
     for  another 5 years  term in the event IN has in the  fourth  year of this
     agreement  achieved  at least a turnover  with the sale of the  Products of
     (euro) 25,000,000 (say: twenty five million Euro's).

15.2.In the  event  of a  renewal  the  terms  of this  agreement  apply  unless
     indicated otherwise.

15.3.This agreement can - notwithstanding  the right to request for compliance -
     only be  terminated  during  the term of this  agreement  in writing on the
     special grounds mentioned in this agreement and the following grounds:

     (i)  by both  parties in the event a party has not ended a material  breach
          of his obligations on the basis of this agreement within fourteen days

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          after  being  given  written  notice by the other party to comply with
          this agreement with immediate effect.

     (ii) by Invu in the  event IN has been  declared  bankrupt  with  immediate
          effect.

     (iii)by Invu in the event IN breached  its  obligations  under the Transfer
          of Trade secret and Know-how licence  agreement between IN and Invu of
          the same date as this agreement with immediate effect.

     (iv) by Invu in the  event  IN  breached  its  obligations  under  the Loan
          Agreement  between IN and Invu of the same date as this  agreement and
          IN has not cured such a default within a reasonable period after being
          give written notice by Invu to comply with the Loan Agreement.

15.4.Upon the  termination of this agreement on the basis of art. 15.1. and art.
     15.3 IN will  end  immediately  all  multiplying  and  distribution  of the
     Products  as  well as all  use of the  other  licensed  rights  under  this
     agreement. IN will then return all materials which are the property of Invu
     to Invu.

15.5.IN will in its agreements  with its resellers  always add a clause in which
     it is stated that the  distribution  agreement  between IN and the reseller
     will terminate  immediately upon the termination of this agreement and that
     Invu will then be willing to offer to the reseller an agreement  which will
     be - as far as  reasonably  possible - similar to the contract the reseller
     entered  into  with IN.  Invu  will not be  obliged  to pay to IN for these
     clients except in the event the termination is due to a breach of agreement
     by Invu which can be blamed in a severe manner to Invu.

15.6.Upon a termination  during the first term of this  agreement the price paid
     by IN will  automatically  by operation of law be diminished  with: [1460 -
     days  that  the  agreement  was in force  until  the  termination  x (euro)
     37,076,172  /1460]  notwithstanding  the right of the party that terminates
     the  agreement  to claim for  damages in the event this is  possible  under
     Netherlands  law and unless  indicated  otherwise in this agreement  (which
     will amongst  others be the case in the event of  bankruptcy  of IN). It is
     understood  that the  compensation  payment meant in art. 14 is supposed to
     cover the first period of the license agreement, which amongst others means
     that after a certain  period only the loan will be  diminished  and no cash
     claim can be directed towards Invu.

Article 16 ACCOUNTING

     Once a year IN has - without giving prior notice - the possibility to check
     the business administration of Invu in order to check whether Invu complied
     with its obligations under this agreement. The cost of this investigation -
     which shall be executed by a public auditor - will be for the account of IN
     unless  Invu  will  not  have  complied  with its  obligations  under  this
     agreement. The cost will then be born by Invu.

Article 17 MISCELLANEOUS

17.1.This  agreement  and  the  licences  rendered  hereunder  are  governed  by
     Netherlands  law. The District Court in Amsterdam - the Commercial  Chamber
     including its injunctive  relief judge - is solely competent to judge about
     a conflict resulting from this agreement.

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17.2.The  rights  under  this  agreement  cannot be  assigned  to third  parties
     without the explicit prior consent of Invu. The rights under this agreement
     can neither be sublicenced without the explicit prior consent of Invu. Invu
     hereby  gives to IN the right  (i) to  assign  all the  rights  and  render
     sublicences  to its  subsidiaries  under  this  agreement.  In the event IN
     renders such a sublicence  and/or  assigns  rights to a subsidiary  IN will
     immediately  inform Invu hereof (ii) to assign the trademark  rights to its
     resellers in the sense that they will have the right  during the  agreement
     with  IN to use the  advertising/marketing  materials  supplied  by IN in a
     manner which might give the  impression  to the public that the reseller is
     an  official  Invu  reseller  (iii) to assign  the  rights  for the  normal
     intended use of the Products to the end-users of the Products.

17.3.During the existence of this  agreement Invu will not  assign/transfer  its
     rights in respect to the rights licenced on the basis of this agreement nor
     vest any security rights therein without the written consent by IN.

17.4.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  Blisworth,  United
     Kingdom,  in twofold by the parties to this agreement on the date mentioned
     above.






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