Exhibit 10.14

                         MARKETING DEVELOPMENT AGREEMENT

     THIS AGREEMENT is entered into as of July 22, 2000, between ArcusNet, Inc.,
A Delaware  corporation  with offices at 75 Lincoln  Highway,  Iselin,  NJ 08830
(hereinafter  called the  "Company")  and Cydoor  Technologies  Inc., a Delaware
corporation with offices at 71 Broadway,  NYC, NY, 10006 (hereinafter called the
"Client").

                              W I T N E S S E T H :

     WHEREAS,  Client has developed a technology  generally described as a suite
of services that enable users to activate Internet based utilities over the user
interface  of  software  programs.  This  allows  for  displaying  ads,  running
e-commerce utilities and implementing a vast range of web related functions, and

     WHEREAS,  Company is in the business of facilitating and creating strategic
alliances, and

     WHEREAS, Client desires to employ Company to develop marketing programs and
strategic alliances;

     NOW  THEREFORE,  the parties  hereto  intending to be legally  bound hereby
covenant and agree as follows:

     1. Recitals - The recitals are hereby  incorporated  herein and made a part
hereof.

     2.  Retention - The Client hereby  retains the Company to create  strategic
alliances  with third  parties on behalf of Client for the purpose of  producing
revenue and other  value.  Contracts  or  agreements,  including  any  extension
thereof,  entered into by Client and third parties due to Company's  performance
under  this  Agreement   shall  be  hereinafter   referred  to  as  Third  Party
Contract(s).

     3. Term - The term of this  Agreement  shall commence on the date first set
forth above and shall  continue for twelve (12)  months.  If either party hereto
does not provide  written  notice of termination to the other party on or before
sixty (60) days  prior to the end of the then  current  term of this  Agreement,
then the term shall  automatically  be extended for a further  twelve (12) month
period.  The term shall be extended  automatically from twelve (12) month period
to twelve (12) month period until terminated as set forth herein.

     4. Compensation - For the services rendered  hereunder the Client shall pay
to Company,  on a quarterly basis, a fee which equals seven and one half percent
(7.5%) of the [gross]  revenues  actually  received  by Client in such  quarter,
through and as  consequence  of The Third  Party  Contracts,  including  but not
limited  to all  advertising  revenues,  member  acquisition  related  revenues,
e-commerce revenues and affiliate  revenues.  Client shall not reimburse Company
for any expenses  incurred in providing its services under this Agreement unless
approved in advance and in writing by Client.

     5. Payment Terms - All fees are due on a quarterly basis.  Client shall pay
to Company  its fee for each  quarter no later than thirty days after the end of
such quarter.  Each payment shall be accompanied  by a statement  containing the
calculation of gross revenue by project.  Payment shall be in US funds delivered
to Company at the address set forth above.

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     6.  Initiating  Cause - Client  shall  confirm to Company in writing of its
Third Party  Contracts  that Client enters into due to Company's  performance of
its  obligations  hereunder.  Client  shall  provide a copy of such Third  Party
Contracts  to Company upon  Client's  execution of same in addition to copies of
all reports that Client receives pursuant to such Third Party Contracts.  Client
shall deliver the reports to Company within fifteen business days after Client's
receipt of same.

     7.  Company's  Approval  -  Company  hereby  acknowledges,  that:  (i)  any
agreement  with a Third Party is subject to the  approval  by Client's  board of
directors, which shall not be limited in any way in using its sole discretionary
powers upon deciding whether, and under what terms, to engage in such agreement,
if at all; and (ii) it shall not make any  commitment  or  representation  which
would, in any way,  obligate or bind Client,  without the prior written specific
authorization from Client's CEO.

     8. Similar  Contracts - Client agrees to act on any Third Party Contract(s)
submitted  by Company in a timely  manner.  In the event  Client  chooses not to
engage in a Third Party Contract submitted by Company then Client agrees that if
Client  signs an  agreement  with such third  party  containing  similar or near
similar terms  ("Similar  Contracts")  within eighteen (18) months after Company
submitted such Third Party  Contract to Client then such Similar  Contract shall
be deemed a Third Party  Contract for the purpose of this agreement and shall be
subject to all the obligations set forth in this Agreement.

     9. Authority - The Company and Client  mutually  represent and warrant that
they have the  necessary  power and  authority to execute this  Agreement and to
carry out and perform their  obligations  hereunder.  Company and Client further
mutually  represent and warrant that by entering into this Agreement they do not
violate any provisions of any contract or any obligation of it, or constitute an
event of default of any such contract.

     10. Work For Others - The Client recognizes and agrees that the Company may
perform  services  for other  persons,  provided  that  during  the term of this
Agreement (including any extensions thereof) such services shall not represent a
breach of the Company's fiduciary duty to Client.

     Client  shall be  entitled  to engage the  services  of other  consultants,
employees or agents.

     11. Survival - Upon any  termination of this Agreement,  the obligation set
forth in paragraphs  4, 5, 8 and 12 above shall  survive for the full term.  Any
extensions and renewals of the Third Party Contracts shall be at a rate of three
and three  quarter  percent  (3.75%)  for the  duration of such  extensions  and
renewals,  but in any event no longer  than two years.  Obligation  set forth in
paragraphs  5, 8 and 12  shall  also  apply  for the for  the  duration  of such
extensions and renewals.

     12. Audit Rights - Company,  at its own expense,  upon  reasonable  advance
written  notice to Client,  may audit  Client's  books and  records of  account,
relating to revenue subject to this  Agreement,  during normal business hours at
the place that such books and records may be ordinarily kept; provided,  however
that only one (1) audit shall be  performed  on the books and records of account
for  any one (1)  calendar  year.  All  books  and  records  and  all  data  and
information  contained  therein,  except as  required  by law,  shall be held in
strictest  confidence  and shall not be  disclosed to any other party other than
Company's  counsel and  accountants  provided that such  accountants and counsel
acknowledge  in  writing  that  they  are  bound  by this  confidence,  and upon
completion  of such audit shall return all  documents  or copies  thereof to the
audited  party.  All books and  records and all data and  information  contained
therein shall be used solely for the purpose of reporting to Company the amounts
of any alleged errors in payment of Company's  appropriate fee  percentage.  Any
statement  not  audited  within  two (2)  years of  submission  shall be  deemed
conclusive and not subject to further  contest with respect to matters  therein.
Company shall be deemed to have consented to each statement, and such statements
shall become final and binding two (2) years after the rendition  thereof unless
specific  written  objection is made  thereto  within such period and, if Client
gives  Company  written  notice that it denied the  validity  of the  objection,
unless suit is instituted within one (1) year of the date of such notice.

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     Upon  Client's  request,   Company  shall  submit  to  the  Client  written
periodical  reports,  which shall include  information  concerning  the services
which Company provided during the relevant period.

     13.  Indemnification  - (a) Company agrees to indemnify and hold Client and
its affiliates harmless from and against all claims, demands, liabilities, costs
and expenses arising out of or resulting from: (i) any statement made by Company
to any third  party  with  respect  to the Client  that  consists  of other than
presenting  current  information  that has been either  published or approved in
writing by Client  (ii) a breach or  misrepresentation  by  Company  under or in
connection with this Agreement.

     (b) Client  agrees to indemnify and hold harmless the Company if, by reason
of any action taken by Company or of any inaction on Company's part while acting
on behalf of or for the  benefit  of the  Client  and  within  the scope of this
Agreement,  Company is made a party to or a  participant  in any  action,  suit,
inquiry,  hearing or any other proceeding (a  "Proceeding")  against the Client,
provided,  however,  that  Company  acted  in  good  faith  and in a  manner  it
reasonably  believed to be in or not opposed to the best interests of the Client
and, with respect to any criminal Proceeding, had no reasonable cause to believe
it conduct was unlawful.

     14.  Confidentiality  - Company shall hold all  Proprietary  Information in
confidence,  and will not  disclose  Proprietary  Information,  except  to those
Company  employees and consultants to whom such disclosure is necessary in order
to conduct this Program.  Company shall notify employees and consultants to whom
disclosure is made that such disclosure shall be kept in confidence.

     Proprietary  Information  means  written  and oral  information,  including
software,  documentation,  other materials and, without limitation, the terms of
this Agreement,  the parties' trade secrets, methods or practices, and any other
information relating to the parties' personnel, products, customers, strategies,
services or future business plans.

     It  shall  not be a  breach  of this  Agreement  for  Company  to  disclose
Proprietary  Information if compelled to do so under law, in a judicial or other
governmental  investigation or proceeding,  provided Client has been given prior
notice and Company has sought all available safeguards prior to such disclosure.

     Company's  obligations under this  Confidentiality  section shall not apply
to: (i) Information now in public domain, or subsequently entering public domain
through no action or fault of Company; (ii) Information known to Company without
restriction  prior to receipt from Client;  (iii)  Information  Company receives
from any third party having a legal right to transmit such information;  or (iv)
Information independently developed by Company employees, consultants or agents,
provided  Company can  demonstrate  that those same  employees,  consultants  or
agents had no access to Proprietary Information received hereunder.

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     Additionally,  Company  shall keep all  information  regarding its dealings
with Client and third parties  confidential and Company shall not interfere with
any Third Party  Agreements  it has  procured  for Client for at least 12 months
after the termination of this agreement.

     Client shall similarly hold information received in confidence from Company
in the same manner as set forth  above.  In regards to  information  relating to
Company  Members Client  represents to adhere to a privacy  policy,  which is at
least as stringent as Company's.

     15. Entire  Agreement - This  Agreement  constitutes  the entire  agreement
between the parties and contains all of the agreements  between the parties with
respect to the subject  matter  hereof.  This  Agreement  supersedes any and all
other  agreement,  including any employment type agreement  between employee and
the Company, either oral or in writing.

     16.  Amendment - This  Agreement may not be amended except by an instrument
signed by both parties hereto, or by their duly appointed representatives.

     17.  Governing Law - This  Agreement  shall be governed by and construed in
accordance with the laws of New York (USA).

     18.  Nonassignability  - Neither this  Agreement  nor any right or interest
hereunder  shall be  assignable  by  Company,  without  Client's  prior  written
consent.

     19.  Notices - Unless  otherwise  specified  in a note sent or delivered in
accordance with this Section,  any notice to be given under this Agreement shall
be in writing and shall be deemed to be given if  delivered to a party in person
or mailed by certified mail, postage prepaid,  return receipt requested,  at the
addresses set forth below:

 If to Client:
     Cydoor Technologies, Inc.
     80 Maiden Ln.
     New York, NY  10038

 If to the Company:
     ArcusNet, Inc.
     75 Lincoln Highway
     Iselin, NJ 08830


     20.  Headings - The  headings of sections  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation or
any of the provisions of this Agreement.

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     21. Arbitration - All disputes hereunder shall be submitted to the American
Arbitration Association for resolution in New York City, NY.

     22. Independent Contractor - In performing services for the Client pursuant
to this Agreement,  there will be no employer-employee  relationship between the
parties and the Company shall act in the capacity of an  independent  contractor
with respect to the Client and not as an employee of the Client.

     The Company  shall not be eligible to  participate  in any of the  Client's
employee benefit plans, fringe benefit programs, group insurance arrangements or
similar programs.

     Company  shall  keep  Client  informed  of any third  parties it intends to
solicit as part of its  performance  under this agreement and review with Client
the goals to be attained by such Third Party  Agreements.  Company shall solicit
such third parties only after receipt of written confirmation from Client.

     Company acknowledges that Client is entering into this Agreement because of
Company's  relationship  with Larry  Weinstein.  In the event Larry  Weinstein's
relationship with Company is terminated this Agreement shall also terminate.

     IN WITNESS  WHEREOF,  the  parties  hereto  have  signed  and  sealed  this
Agreement as of the day and year first above written


 ArcusNet, Inc.


 /s/Larry Weinstein
 ------------------
    Larry Weinstein, President


 Cydoor Technologies, Inc.


 /s/Meir Zohar
 -------------
    Meir Zohar, CEO




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