Exhibit 10.2

                               TRANSFER AGREEMENT
                                 By and Between
                          MercTravel, Incorporated and
                                MercExchange, LLC

THIS  AGREEMENT  TO  TRANSFER  PATENT  RIGHTS  FOR  THE  ONLINE  TRAVEL  SECTOR,
(hereinafter the  "Agreement") is entered into this 7th day of January,  2000 by
and between MercTravel,  Incorporated,  a Delaware  corporation  ("MercTravel"),
having a principal  place of business at 114 N. Alfred  Street,  Alexandria,  VA
22314 and MercExchange,  LLC, ("MercExchange") a limited liability company under
Delaware  law,  having a principal  place of  business at 114 N. Alfred  Street,
Alexandria, VA 22314.


RECITALS

WHEREAS,  MercTravel is embarking on the development and industry  initiative to
build and deploy  Internet  Markets  and  Auctions  that  employ the pending and
issued Subject Patents; and

WHEREAS,   MercTravel  agrees  that  patent  protection  provides  an  important
commercial  advantage  and agrees to consult  and confer  with  MercExchange  to
assure  a tight  nexus  between  the  commercial  embodiments  of the  aforesaid
Internet  Markets and Auctions and the claims of the pending and issued  Subject
Patents; and

WHEREAS,  MercExchange  desires to  transfer  rights in its  pending  and issued
Subject  Patents for the online travel  services  industry sector subject to the
terms and conditions as set forth herein;

NOW,  THEREFORE,  in  consideration  of the promises and of the mutual covenants
contained herein, the parties hereby agree as follows:


                                    ARTICLE I
                 TRANSFER OF RIGHTS IN THE ONLINE TRAVEL SECTOR

1.1 Transfer.  MercExchange hereby grants to MercTravel, during the term of this
Agreement,  an exclusive  License Grant to make,  use and sell the inventions as
disclosed and claimed in the pending and issued Subject Patents within the field
of use of the Online Travel Sector.

1.2 Nexus.  MercTravel  shall use best efforts to develop  Internet  Markets and
Auctions  that  employ the  pending  and issued  Subject  Patents for use in the
Online Travel  Sector.  MercTravel  shall confer with  MercExchange  to assure a
tight nexus between the commercial  embodiment of the aforesaid Internet Markets
and Auctions with the claims of the pending and issued Subject Patents.

1.3 Legal Fees.  MercTravel  shall pay all reasonable  legal and  administrative
fees associated  with the continuing  prosecution and maintenance of the Subject
Patents before the U.S. Patent and Trademark  Office.  MercTravel shall also pay
all legal,  administrative  and filing  fees  associated  with any  Interference
Proceeding  before  the  U.S.  Patent  and  Trademark  Office  and  any  related
litigation  in Federal or State Court.  The parties  shall confer on  strategies
concerning the prosecution, enforcement and exploitation of the Subject Patents.

1.4 Stock. MercTravel hereby grants 1,000 shares of MercTravel, which is 100% of
its issued and outstanding shares, to MercExchange.


                                   ARTICLE II
                            NON-MONETARY REMUNERATION

If the Subject Patents are licensed to third parties and  MercExchange  receives
non-monetary  remuneration  for any said license,  including but not limited to,
web


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easements,  discounted  or  free  advertisement  and  linking  agreements,  then
MercTravel  shall  purchase  in cash or equity  said  non-monetary  remunerative
benefit  from   MercExchange  at  one-third  the  fair  market  value  for  said
non-monetary  remunerate  benefit  within 60 days of the  written  offer of said
non-monetary remuneration from MercExchange to MercTravel.


                                   ARTICLE III
                                   ENFORCEMENT

3.1 Right to Enforce  Within  The  Online  Travel  Sector.  MercExchange  hereby
assigns a non-exclusive  right to MercTravel to enforce the Subject Patents,  in
its own name, and at its own expense, in the Online Travel Sector.  MercExchange
agrees to cooperate  and join in said  enforcement  action if deemed a necessary
party and enter into all  further  agreements  necessary  to enforce the Subject
Patents.  MercTravel  shall  reimburse  MercExchange  for  expenses  incurred by
MercExchange under this section. Nothing in this Article shall confer any rights
on MercTravel that prevents MercExchange from enforcing or continuing to enforce
the Subject  Patents in the name of  MercExchange.  If any right granted in this
Article is construed so as to prevent  MercExchange  from  enforcing the subject
Patents in the name of  MercExchange  against any third party then this  Article
shall be null and void.


                                   ARTICLE IV
                                   DEFINITIONS

4.1  Definitions.  For the purpose of this Agreement  only, the following  terms
shall have the meanings indicated:

4.1.1  The  term  "Subject   Patents"  means  the  following   patents,   patent
applications  and  all  continuing   patent   applications  that  seek  priority
therefrom:

A.       U.S. Patent Application No. 08/427,820, Entitled:
         "Consignment Nodes"

B.       U.S. Patent Application No. 08/554,704, Now U.S. Patent No.
         5,845,265,  Entitled:  "Consignment Nodes"

C.       U.S. Patent Application No. 09/203,286 (Petition for
         Interference with U.S. Patent No. 5,794,207) Entitled:
         "Consignment Nodes"

D.       U.S. Patent Application No. 09/166,779, Entitled "Method and
         Apparatus for Facilitate Internet Commerce with Binding Offers
         to Sell and Binding Counter-Offers to Buy in an Electronic
         Market"

E.       U.S. Patent Application No. 09/253,014, Entitled:  "Method and
         Apparatus for Facilitating Electronic Commerce Through
         Internet Auctions"

F.       U.S. Patent Application No.09/253,021,  Entitled:  "Method and
         Apparatus for Facilitating Internet Commerce Through
         Inter-networked Markets and Auctions"

G.       U.S. Patent Application No.09/253,015,  Entitled:  "Methods
         and Apparatus for Automatically Distributing Internet
         Advertising"

H.       U.S. Patent Application No. 09/253,057, Entitled:  "Method and
         Apparatus for Facilitating Electronic Commerce Through
         Two-Tiered Electronic Markets and Auctions"

I.       U.S. Patent Application No.  09/264,573, Entitled:  "Method
         and Apparatus for Using Search Agents to Search Plurality of
         Markets for Items"


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4.1.2  The term  "Online  Travel  Sector"  means  the  right to make and use the
inventions  as claimed  and  disclosed  in the Subject  Patents  relating to the
Internet Market and Auctions in the travel service  industry,  including without
limitation,  car rental, hotel booking, airline tickets, cruise, rail and travel
packages.

4.1.3 The term "License Grant" means the transfer of patent rights including the
right to make and use and sub-license the inventions as claimed and disclosed in
the Subject Patents, subject to this Agreement, in the Online Travel Sector.

4.1.4 The "Term" of this Agreement,  unless earlier terminated as provided under
this  Agreement,  shall  remain in full force and effect until the last claim of
any patent included in the Subject Patents expires.

                                    ARTICLE V
                                OTHER PROVISIONS

5.1  Termination  for Cause. If MercTravel  shall  materially  breach any of its
obligations pursuant to this Agreement and shall fail to adequately correct such
breach within two (2) months from the effective date of the first written notice
to MercTravel, MercExchange may terminate License Grant pursuant to this Article
by written notice.  The termination shall immediately cause the License Grant to
revert to MercExchange  with no further step or action at law or equity required
by MercExchange

5.2 No Joint Venture.  The relationship  between the parties shall be limited to
the performance of their respective  obligations as set forth in this Agreement.
Nothing in this  Agreement  shall be construed to create a partnership  or joint
venture between the parties or to authorize either party to act as general agent
for the other party,  or to permit  either  party to bind or otherwise  bind the
other  party.  No party shall be liable for any of the  actions,  omissions,  or
indebtedness of the other party.

5.3  Assignability.  Except as otherwise  provided herein, the rights granted by
each party to the other in this Agreement are personal to each party and may not
be assigned or  otherwise  transferred  by one party  without the prior  written
consent  of the  other  party.  In the  event  of the sale  and  dissolution  of
MercTravel or of all the outstanding  shares of MercTravel,  the acquiring party
shall take all rights,  duties and obligations of this Agreement.  The acquiring
party shall have no further rights to sell or assign this Agreement  without the
prior written consent of MercExchange.

5.4 No Implied License.  Nothing  contained in this Agreement shall be construed
as granting by  implication,  estoppel or otherwise,  any  licenses,  warranties
(implied in fact or law) or rights other than those expressly granted herein, or
creating any obligation other than those expressly granted herein.

5.5 No Warranty.  Nothing in this Agreement  shall be construed as a warranty or
representation  by  MercExchange  as to the  validity  or scope  of the  Subject
Patents or that the  exercise of the license  rights  under the Subject  Patents
will not infringe upon the rights of any Third Party.

5.6 No  Indemnification.  MercExchange does not indemnify,  warrant or otherwise
guarantee  or hold  harmless  MercTravel  from  enforcement  and/or legal action
brought by any Third Party.  MercExchange  make no warranties  that any products
made under this  Agreement are  materially fit for their purpose or comport with
any other provision of the Uniform Commercial Code.

5.7  Notification.  The  parties  shall  notify  each  other in  writing  at the
following  address  which  may  be  amended  from  time  to  time  upon  written
notification:

         MercExchange:



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                  Thomas G. Woolston
                  Managing Member
                  MercExchange, LLC
                  114 N. Alfred Street
                  Alexandria, VA 22314

         MercTravel:

                  Thomas G. Woolston
                  President
                  MercTravel, Incorporated
                  114 N. Alfred Street
                  Alexandria, VA 22314

5.8  Controlling  Law.  This  Agreement  shall  be  construed  and  enforced  in
accordance  with,  and  shall be  governed  by the laws of the  Commonwealth  of
Virginia without giving effect to the provision, policies, or principles thereof
relating to choice or conflict of laws.

5.9  Severability.  Any provision of this Agreement that is illegal,  invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the  extent  of  such  illegality,  invalidity  or  unenforceability  without
invalidating  the  remaining  portions  hereof  or  affecting  the  validity  or
enforceability of such provisions in any other jurisdiction.

5.10 Waiver.  The failure of any party to enforce any of the  provisions of this
Agreement,  or of any rights with  respect  thereto,  shall not be  considered a
waiver thereof or in any way affect the validity of this Agreement.  The failure
by any party hereto to enforce any of said provisions, rights or elections shall
not  prejudice  said party from later  enforcing or  exercising  the same or any
other provisions, rights, of elections which it may have under this Agreement.

5.11  Integration.  This  Agreement  contains the entire and only  understanding
between the parties with respect to the subject  matter  hereof,  and supersedes
all prior agreement and  understandings,  whether oral or written,  with respect
thereto.  No  modification  or wavier of this Agreement or any of its provisions
shall  be  binding   unless  in  writing   and  signed  by  a  duly   authorized
representative of each of the parties hereto.

5.12  Bankruptcy or liquidation.  The License Grant hereunder shall  immediately
revert to MercExchange if MercTravel  seeks  protection under Bankruptcy laws or
is subject to liquidation under the laws of the United States.

5.13 Headings.  Headings and section titles are for  organization  purposes only
and shall have no effect on the interpretation of this Agreement.

5.14 Legal Fees. All fees payable  hereunder,  such as legal fees for continuing
patent  prosecution,  shall be tendered by MercTravel within thirty (30) days of
receipt of notice from MercExchange.

5.15 Remedy for Breach. If MercTravel  materially breaches any condition of this
Agreement and does not cure said breach within two (2) months notice of material
breach,  then the License  Grant of patent  rights to the online  travel  sector
granted hereunder shall  immediately  become null and void and shall immediately
revert to MercExchange, or its lawful successor in interest.

5.16 This Agreement  shall be binding to all parties and may be executed in part
by facsimile.



This Agreement is entered into the date and year first above written.


                                                  MercTravel, Incorporated




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                                                  By /s/ Thomas G. Woolston
                                                  Thomas G. Woolston
                                                  President & Chief Executive
                                                  Officer


                                                  MercExchange, LLC



                                                  By /s/ Thomas G. Woolston
                                                  Thomas G. Woolston
                                                  Managing Member