EXHIBIT 10.2


                              CONSULTING AGREEMENT


         This Consulting Agreement, dated as of December 15, 1998 ("Agreement"),
by and between Sunburst Acquisitions,  Inc., a Colorado corporation ("Company"),
and Robert Jeffcock ("Consultant").

                                   WITNESSETH:

         WHEREAS,  Consultant  previously introduced the Company to Invu, Plc, a
company organized under the laws of the Isle of Man ("Invu"), which introduction
resulted in a successful reverse acquisition of Invu by the Company;

         WHEREAS,  Consultant  has  knowledge  and  expertise  which the Company
desires to retain for  purposes  of  facilitating  (i) a public  offering of the
Company's  Common Stock,  no par value (the "Company  Common  Stock"),  (ii) the
listing of the  Company  Common  Stock on  certain  United  States and  European
securities  exchanges,  (iii) the sale of the Company  Common Stock to potential
investors,  (iv) the  solicitation of business and sales  opportunities  for the
Company,  including  potential  joint  ventures;  and (v) the achievement of any
other  such  objectives  or pursuit  of any other  such  opportunities  that the
Company may choose,  provided that the Consultant's assistance in the pursuit of
such other  opportunities and objectives shall be mutually  agreeable to Company
and Consultant;

         WHEREAS, Consultant is willing to  perform services for the Company and
its affiliates consistent with the foregoing; and

         WHEREAS,  the Board of Directors of the Company has determined  that if
Consultant performs his duties under this Agreement and his engagement hereunder
is not  terminated,  the Company  shall receive a value equal to or in excess of
the shares of Company  Common Stock to be granted to the  Consultant  under this
Agreement.

         NOW,  THEREFORE,  in consideration of the mutual benefits to be derived
from this  Agreement  and the  covenants and  agreements  set forth herein,  the
receipt and sufficiency of which are  acknowledged by the execution and delivery
hereof, the parties hereto agree as follows:

         1. Appointment. Company appoints Consultant and Consultant accepts such
appointment and undertakes to advise and consult with Company and its affiliates
upon the terms and conditions set forth in this Agreement.  For purposes of this
Agreement,  the term "Company"  refers to Sunburst  Acquisitions,  Inc. and such
affiliates.

         2.       Duties of Consultant.

                  2.1  General  Duties.   Consultant's  duties  and  obligations
         hereunder  shall include:  (a)  recommending  and  negotiating  with an
         investment  bank to (i)  underwrite  a public  offering  of the Company
         Common Stock to raise  approximately  $4,000,000 by March 31, 2000 (the
         "Public  Offering"),  (ii) facilitate the listing of the Company Common
         Stock on the Nasdaq Small Capital Market,  and (iii) assist the Company
         in preparing applicable securities filings;



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         (b) acting as liaison  between the investment bank selected and Company
         securities counsel, (c) providing  introductions to potential investors
         in the Company Common Stock; (d) once the Company Common Stock has been
         admitted to trade on the Nasdaq Small Capital Market,  obtaining a dual
         listing for the Company  Common Stock on either  EASDAQ or the Euro NM;
         (e)  soliciting  business  and  sales  opportunities  for the  Company,
         including  potential  joint  ventures;  (f)  reporting  to Company,  as
         reasonably needed, to fulfill  Consultant's  obligations  regarding the
         rendition of his consulting  services;  (g) performing  such reasonable
         duties at such times and in such manner as shall be mutually  agreeable
         to Company and Consultant, although at all times Consultant will retain
         control over how such  services are  performed;  and (h)  observing and
         complying with all lawful resolutions,  regulations and directions from
         time to time  made or given  by  Company  as long as such  resolutions,
         regulations  and  directions do not interfere  with the manner in which
         Consultant performs his duties.

                  2.2  Relationship  of the Parties.  In performing his services
         under this  Agreement,  Consultant  shall be an independent  contractor
         and,  as  between  Company  and  Consultant,  none  of  Company  or its
         affiliates shall be responsible for withholding,  collection or payment
         of  income  taxes  or for  other  taxes  of any  nature  on  behalf  of
         Consultant  or any  agent  of  Consultant.  Nothing  contained  in this
         Agreement shall make Consultant the agent, employee,  joint venturer or
         partner of Company or provide Consultant with the power or authority to
         bind  Company  to any  contract,  agreement  or  arrangement  with  any
         individual  or entity  except with the prior  written  approval of such
         entities.

                  2.3 Time  Commitment.  Consultant shall devote no less than an
         average of three days per week to  consulting  activities  performed on
         behalf of the Company for the Term of this Agreement,  unless otherwise
         agreed in writing by the Company and the Consultant.

         3. Nondisclosure and  Confidentiality;  Purchase or Sale of Securities.
Consultant  understands  that he has  been  exposed  to,  or may be  exposed  to
confidential  information  and trade  secrets  of  Company,  including,  without
limitation, trade secrets, methods of operation, techniques, designs, processes,
technologies,   compilations  of  information,  past,  present  and  prospective
customer lists,  records,  and  specifications  that are owned and  commercially
beneficial  to Company,  including any  compilation  of various trade secrets or
data derived from such information (collectively,  "Confidential  Information"),
and that maintenance by Company of its proprietary  Confidential  Information to
the fullest  extent  possible is extremely  important.  Accordingly,  Consultant
covenants that except pursuant to the  fulfillment of Consultant's  duties under
Section 2.1 of this Agreement or with the prior written  consent of Company,  he
shall at all times keep confidential and not divulge, furnish or make accessible
to  anyone  (except  Company's  authorized  representatives),  any  Confidential
Information  to which  Consultant has been or shall become privy relating to the
business of Company or any of its affiliates,  and that,  similarly,  Consultant
will not use such information for the benefit of any person or entity other than
Company at any time.  The  provisions  of this  Section 3 shall not apply to any
information  to the  extent  (i) it is or shall  become  generally  known to the
public,  (ii) Consultant is required by law to disclose such  information to any
person,  or (iii) that  agents of  Consultant  need such  information  to assist
Consultant with the performance of his duties hereunder.  With respect to clause
(iii),  however,  Consultant agrees to indemnify Company to the extent any agent
of Consultant violates any provision contained in this



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Section 3. Upon  termination of Consultant's  appointment for any reason,  or if
earlier required by Company,  Consultant  agrees to return to Company all copies
of any  documents  or  items  (in  any  media,  including,  without  limitation,
electronic  storage media)  previously  provided to Consultant and/or its agents
containing any  Confidential  Information.  Consultant will not purchase or sell
Company  Common Stock while in possession of  Confidential  Information,  except
that Consultant may exercise his right to purchase Company Common Stock pursuant
to the exercise of Warrants  which may be granted to him under the provisions of
Section 6.1 of this Agreement.

         4.       Noncompetition; Nonsolicitation.

                  (a)  Consultant  agrees that prior to the  termination of this
Agreement and for a period of twenty-four  (24) months after the  termination of
this  Agreement for whatever  reason,  Consultant  shall not,  without the prior
written consent of Company,  directly or indirectly engage in, manage,  operate,
join,  control,  or  participate  in the ownership,  management,  operation,  or
control of, or be employed  or engaged or act as a  consultant  to in any manner
by, any business competing in the Same or Similar Business as Company.

                  (b) Consultant further agrees that prior to the termination of
this Agreement and for a period of twenty-four (24) months after the termination
of this  Agreement  for  whatever  reason,  not to solicit,  hire,  influence or
attempt to influence any employee of Company to terminate his/her  employment or
other contractual  relationship  with Company for any reason including,  without
limitation,  working  for a  competitor.  Additionally,  Consultant  agrees that
during the same time period  Consultant will not directly or indirectly  attempt
to  solicit  or conduct  business  with any  person or entity  that is a client,
customer or active  prospect of Company at the time of the  termination  of this
Agreement if such business would be in competition with Company's business.  The
terms "client,"  "customer" and "active prospect"  include,  but are not limited
to, any person or entity  solicited or contacted by Consultant or Company or any
person or entity to whom  services  have been  rendered by Consultant or Company
directly  or  indirectly   during  the  twenty-four  (24)  years  preceding  the
termination of this Agreement.

                  (c) For  purposes  of this  Section  4, the  "Same or  Similar
Business" as Company shall be defined as the information and document management
software  business  in the  United  Kingdom  and the United  States of  America;
provided, however, that ownership of less than five percent (5%) of any class of
stock  registered under the Securities  Exchange Act of 1934, as amended,  shall
not, in and of itself, constitute a violation of this Section 4.

                  (d)   Consultant   has  carefully   read  and  considered  the
provisions of this Section 4 and,  having done so, agrees that the  restrictions
set  forth  in  this  Section  contain   reasonable   limitations  as  to  time,
geographical  area,  scope of  activity  to be  restrained,  and do not impose a
greater  restraint than is necessary to protect the goodwill or other legitimate
business interests of Company.  Consultant further  understands and agrees that,
if at some later date, a court of  competent  jurisdiction  determines  that the
scope,  duration or geographic  area of any covenant set forth in this Section 4
is overbroad or unenforceable for any reason,  these covenants shall be reformed
by the court and enforced to the maximum  extent  permissible  under  applicable
law.




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                  (e) If Consultant violates any restrictive  covenant contained
in this Section 4, then the term of such  restrictive  covenant will be extended
by adding to it the number of days that Consultant's violation continues.

         5. Term.  The services of Consultant  under this  Agreement  shall have
commenced  on December  15, 1998 (the  "Commencement  Date") and shall  continue
thereafter  until December 15, 2000,  unless  earlier  terminated as provided in
this  Agreement  (the "Term").  The  provisions of Section 3 and Section 4 shall
survive the termination of this Agreement.

         6.       Compensation.

                  6.1 Compensation.  As compensation for the consulting services
provided under this  Agreement,  Company shall transfer to Consultant (i) 50,000
shares of Company Common Stock on May 1, 1999 and, (ii) if this Agreement is not
earlier  terminated,  an  additional  50,000  shares of Company  Common Stock on
October 1, 1999. If, during the term of this  Agreement,  through the efforts of
the Consultant,  the Company enters into an Underwriting  Agreement with respect
to the Public  Offering,  he will receive Warrants to purchase 200,000 shares of
Company Common Stock at an exercise price of $0.50.

                  6.2  Expenses.  Company  shall  reimburse  Consultant  for all
reasonable and ordinary  out-of-pocket  business expenses Consultant  reasonably
incurs in the  performance of his duties under this  Agreement.  Consultant will
receive  the  written  approval  of the  President  of Company  for any  related
expenses in excess of $200.

         7.  Termination.  This  Agreement  may be  terminated  for cause by the
Company at any time.

         8.  Assignment.  Neither  party  hereto may  assign,  without the other
party's  prior  written  consent,  this  Agreement,  or any right or  obligation
hereunder,  and any and all assignments without such prior written consent shall
be null and void.

         9.       Miscellaneous.

                  9.1 Notices.  Any notice to be given  hereunder is to be given
in writing by either party to the other and delivered or sent by prepaid airmail
post or facsimile  transmission  addressed to the address or the  addresses  set
forth  opposite each party's name below or such other address as may be notified
by one party to the other for such  purposes and shall be deemed to be served in
the case of airmail  post three days after  posting and in the case of facsimile
transmission immediately upon successful transmission.

                  9.2 Headings; Pronouns. The headings of the paragraphs of this
Agreement are for convenience of reference only and are not to be considered and
construed in this Agreement. When the context so requires in this Agreement, the
masculine  gender  includes  the feminine  and neuter,  and the singular  number
includes the plural, and vice versa.




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                  9.3 Severability.  Whenever  possible,  each provision of this
Agreement  will be interpreted in such manner as to be effective and valid under
applicable  law, but if any  provision of this  agreement is held to be invalid,
illegal or  unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any  other  provision  or any other  jurisdiction,  but this  agreement  will be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or unenforceable provisions had never been contained herein.

                  9.4 Governing Law; Venue.  This Agreement shall be governed by
and  construed in  accordance  with the laws of England and the parties agree to
submit themselves to the jurisdiction of England.

                  9.5  Counterparts.  This Agreement may be executed in multiple
counterparts,  all of which shall be deemed  originals,  but which  counterparts
shall constitute one and the same instrument.

                  9.6  Binding  Agreement.  This  Agreement  shall  inure to the
benefit of and be binding upon the parties and their  respective  successors and
assigns.  Whenever a reference to any party is made herein, such reference shall
be deemed to include a reference to the heirs, executors, legal representatives,
successors and assigns of such party.

                  9.7  Entire  Agreement.  This  Agreement  contains  the entire
agreement  between the parties hereto with respect to the subject matter hereof.
No variations,  modifications  or changes herein or hereof shall be binding upon
any party unless set forth in a document  duly  executed by or on behalf of such
party.

                  9.8 Amendments.  This Agreement may not be modified,  altered,
amended,  waived or terminated  orally,  unless in writing signed by the parties
hereto.




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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and date above first written.

                                          CONSULTANT:



                                          /s/ Robert Jeffcock
ADDRESS:                                  --------------------------------------
Apt. B42                                  Robert Jeffcock
Roc Fleuri
1 Rue Du Tenao
MC 98000 Monaco

                                          COMPANY:

                                          SUNBURST ACQUISITIONS, INC.
ADDRESS:
The Beren, Blisworth Hill Farm
Stoke Road                                By:
Blisworth, Northamptonshire NN7 3DB          -----------------------------------
United Kingdom                            Name:
Fax:  011 44 1604 859902                       ---------------------------------



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