EXHIBIT 10.6

                                                                       (Group B)


                    INVU INC. ENTERPRISE MANAGEMENT INCENTIVE

                             SHARE OPTION AGREEMENT

THIS AGREEMENT IS MADE the 14th day of September, 2001

BETWEEN

1.       INVU  Inc.  a  company  incorporated  under  the  laws of the  State of
         Colorado, United States of America and having its United Kingdom office
         at Blisworth Hill Farm, Stoke Road,  Blisworth  Northants NN7 3DB ("the
         Company");

2.       INVU Services Limited (Registration No. 3319922) a company incorporated
         under the laws of England and having its registered office at Blisworth
         Hill Farm, Stoke Road,  Blisworth  Northants NN7 3DB ("the  Employer");
         and

3.       .................................................("the Option-holder").

WHEREAS:

(A)      This  Agreement  sets out the terms on which the Board grants an Option
         to the Option-holder to acquire shares of Common Stock in the Company.

(B)      Shares  acquired  on the  exercise  of this  Option are  subject to the
         Articles of Incorporation of the Company.

(C)      The terms and  conditions  of this  Option are  intended to satisfy the
         requirements of Schedule 14 of Finance Act 2000.

(D)      The Company is carrying on a Qualifying Trade.

(E)      The Option-holder  does not have a material interest within the meaning
         of paragraph 31 of Schedule 14.


NOW IT IS HEREBY AGREED as follows:

1.       AMALGAMATION OF THE SCHEDULE

         The rules  contained  in the  Schedule  shall,  except  where  they are
         excluded or modified by this Agreement, apply to this Agreement, and in
         addition to Appendix A, shall constitute the terms of this Agreement.

2.       INTERPRETATION AND CONSTRUCTION

         Definitions

2.1      In this  Agreement  except  where the context  otherwise  requires  the
         following expressions shall have the following meanings:

"Act"                               the Income and Corporation Taxes Act 1988;

"Agreement"                         this Share Option Agreement made between the
                                    Company, the Employer and the Option-holder,
                                    including   the  rules   contained   in  the
                                    Schedule;

"Applicable Laws"                   the requirements applicable to Stock Options
                                    under  U.S.  state   corporate   laws,  U.S.
                                    federal  and  state   securities  laws,  the
                                    Internal  Revenue  Code of 1986 as  amended,
                                    any stock  exchange or  quotation  system on
                                    which  Shares  are  listed or quoted and the
                                    applicable  laws of any  foreign  country or
                                    jurisdiction  where  Options are, or will be
                                    granted;

"Auditors"                          the  auditors  for  the  time  being  of the
                                    Company or, such other auditors as the Board
                                    may  appoint for the  exclusive  purposes of
                                    this Agreement;

"Board"                             the board of  directors  of the Company or a
                                    duly appointed committee of the board;

"Committed Time"                    the meaning  given to it by  paragraph 29 of
                                    Schedule 14;

"Control"                           the  meaning  given to it by section  840 of
                                    the Act;

"Date of Grant"                     the date on which an Option is granted;

"Employee"                          any  employee or director of a member of the
                                    Group whose  Committed Time to the duties of
                                    his employment is at least 25 hours per week
                                    (excluding meal breaks) or; if less, 75 % of
                                    his working time;

"Employer"                          INVU Services Limited  registered in England
                                    with Number 3319922;

"Exercise Period"                   in  relation  to this  Option,  such  period
                                    commencing from the third anniversary of the
                                    Date of Grant to the  tenth  anniversary  of
                                    the Date of Grant;

"Exercise Price"                    the  price at which  the  Option-holder  may
                                    acquire  a  Share  on  the  exercise  of his
                                    Option as determined by the Board;

"Group"                             the Company and its Subsidiaries and "member
                                    of   the   Group"    shall   be    construed
                                    accordingly;

"Market Value"                      the market value  determined  in  accordance
                                    with paragraph 66 of Schedule 14;

"NICs"                              means National Insurance contributions;

"Option"                            a subsisting  right granted pursuant to this
                                    Agreement to acquire Shares;

"Option Gain"                       a   gain   realised   upon   the   exercise,
                                    assignment or release of this Option,  being
                                    the amount that is  chargeable to income tax
                                    under section 135 of the Act;

"Option-holder"                     the  holder  of  an  Option  or,  where  the
                                    context   admits  or  requires,   his  legal
                                    personal representatives;

"Option Tax Liability"              any  liability of the Company or Employer to
                                    account to the Inland Revenue for any amount
                                    of, or  representing,  income tax or NICs on
                                    any Option Gain;

"Personal Representatives"          the legal  personal  representatives  of the
                                    deceased  Option-holder  (being  either  the
                                    executors  of his will to whom a valid grant
                                    of  probate  has been  made  or,  if he dies
                                    intestate,      the      duly      appointed
                                    administrator(s)  of his  estate)  who  have
                                    produced  to the  Company  evidence of their
                                    appointment as such;

"Qualifying Option"                 the  same  meaning  as  in  paragraph  1  of
                                    Schedule 14;

"Qualifying Trade"                  the  same  meaning  as  in  paragraph  18 of
                                    Schedule 14;

"Schedule"                          the schedule to this Agreement;

"Schedule 14"                       Schedule 14 of the Finance Act 2000;

"Secondary NICs"                    Secondary   Class   1   National   Insurance
                                    Contributions;

"Shares"                            shares  of  Common   Stock  in  the  Company
                                    complying  with the  conditions of paragraph
                                    38 of Schedule 14;

"Subsidiary"                        a company  within the meaning given to it by
                                    section  736 of the  Companies  Act 1985 and
                                    under the Control of the Company;

"Working Time"                      the same  meaning as in  paragraph  29(6) of
                                    Schedule 14.

2.2      Construction

2.2.1    Where the context so admits, any reference in this Agreement:-

         (a)      to the  singular  number  shall be construed as if it referred
                  also to the plural number and vice versa;

         (b)      to the  masculine  gender  shall be  construed  as  though  it
                  referred also to the feminine gender;

         (c)      to a statute or statutory  provision  shall be construed as if
                  it referred also to that statute or statutory provision as for
                  the time being amended or re-enacted;

         (d)      to the Act or to any  provision  of the Act shall be construed
                  as if it  referred  also  to the  act or  statutory  provision
                  repealed by and corresponding to the Act; and

         (e)      to Clauses are to clauses of this Agreement.

         (f)      to Rules are to rules of the Schedule.

2.2.2    The headings of this  Agreement  are for  reference  purposes  only and
         shall not affect the meaning or construction of the Agreement.

2.2.3    If any  question,  dispute or  disagreement  occurs  pertaining  to the
         interpretation  of this  Agreement,  the decision of the Board shall be
         final and  binding  upon all  parties  except as  regarding  any matter
         required to be determined by the Auditors.

2.2.4    In any matter in which they are required to act, the Auditors  shall be
         deemed  to be  acting  as  experts  and  not  as  arbitrators  and  the
         Arbitration Act 1996 shall not apply.

2.3      This Agreement and any Option granted under it shall be governed by and
         construed in accordance with English law.

2.4      The Interpretation Act 1978 as modified or re-enacted from time to time
         shall apply to this Agreement.

3.       GRANT OF SHARE OPTION

3.1      The Company  hereby  grants to the  Option-holder  an Option to acquire
         Shares in the Company in accordance  with the provisions of Schedule 14
         of Finance Act 2000.

3.2      This Option is granted on the date and year first above written.

3.3      The   numbers   of   Shares   that   are   subject   to   this   Option
         are....................Shares   which  will  be  fully  paid  up  (when
         issued).

3.4      The Market  Value of each Share  under this Option on the date and year
         first above written is U.S.$00.19 (nineteen cents).

3.5      The Exercise Price per Share shall be U.S. $00.50 (fifty cents).

3.6      The total  monetary  value of this Option  shall be  determined  by the
         exchange  rate  of the  United  States  Dollar  to the  United  Kingdom
         Sterling as  published  in "The Times"  newspaper  on the date and year
         first above written.

4.       EXERCISE OF OPTION

4.1      Subject to  Clauses  4.2 and 5, this  Option  shall be  exercisable  in
         accordance with the terms and conditions set out in the Schedule.

4.2      This Option may be exercisable at any time before the third anniversary
         of the Date of Grant if at the date of termination  of employment  with
         the Group the  Option-holder  would  have been in  employment  with the
         Group for a minimum period of 5 years.

5.       PERFORMANCE TARGETS

5.1      The Shares  subject to this  Option  shall not vest and be  exercisable
         unless the following performance targets are achieved:

         (a)      The Group achieves a breakeven point where it generates enough
                  revenue  to cover its  fixed and  variable  costs  before  net
                  interest  payable,  depreciation and amortisation for the year
                  ending 31 January 2002 as determined by the Auditors.

         (b)      The Group  achieves a net profit of 5% of sales in each of the
                  succeeding two years ending 31 January 2004.

5.2      Net profit for purposes of this Clause 5 means profit after  deductions
         of  Directors'  remuneration,  but before  deductions  for net interest
         payable, depreciation, amortisation, Directors' bonuses and corporation
         tax;  and  shall be  computed  in  accordance  with  Schedule  4 of the
         Companies Act 1985 as determined by the Auditors.

5.3      The basis of preparing the accounts and the accounting policies adopted
         by the Group shall be applied  consistently within the same accounts as
         from one financial year to the next.

5.4      Notwithstanding  any other  Clause,  all shares  subject to this Option
         shall  vest to the  extent  that  they  remain  unvested  on the  sixth
         anniversary of the Date of Grant.

6.       ADJUSTMENT OF PERFORMANCE TARGET

         The Board may in appropriate circumstances amend the performance target
         and  impose  a  different  performance  target  on the same  terms  and
         conditions set out in Rules 4.3 and 4.4 of the Schedule.

7.       NON-ASSIGNABILITY OF OPTION

7.1      The  Option-holder  is prohibited from  transferring  any of his rights
         under this Agreement.

7.2      Subject to Clause 4.2, in the event of the Option-holder  ceasing to be
         employed  by the Group by reason  of his  death or he dies  before  the
         expiry of the  Exercise  Period,  the Option may be  exercised no later
         than one year after the date of death.

7.3      The  terms  of this  Agreement  shall  be  binding  upon  the  Personal
         Representatives, heirs, and successors of the Option-holder.

8.       SECONDARY CLASS 1 NATIONAL INSURANCE LIABILITY

         The Option-holder  hereby agrees with the Company and undertakes to the
         Employer  to bear the  whole of any  Secondary  NICs  that may arise in
         respect of any Option  Gain if this  Option  ceases to be a  Qualifying
         Option for any reason whatsoever.

9.       OPTION-HOLDERS' TAX INDEMNITY AND RECOVERY OF SECONDARY NICS

9.1      The  Option-holder  shall indemnify the Employer against any Option Tax
         Liability.

9.2      The  Company  may  refuse  to allot and issue  any  Shares  under  this
         Agreement unless and until the  Option-holder  has paid to the Employer
         any such sum as is,  in the  opinion  of the  Employer,  sufficient  to
         indemnify  the Employer in full against any Option Tax Liability or the
         Option-holder has made such other arrangement as, in the opinion of the
         Employer  will  ensure  that the total  Option  Tax  Liability  will be
         recovered from the Option-holder within such period as the Employer may
         determine.

9.3      In order to meet the  Option-holder's  obligations  under  Clause 8 and
         9.1,  the  Employer  may also take any or all the actions  contained in
         Rule 13.6 of the Schedule.

10.      OPTION HOLDER

10.1     The Option-holder  agrees that the vesting of Shares pursuant to Clause
         4 is subject to continuing employment with the Group.

10.2     The  Option-holder   agrees  that  this  Agreement,   the  transactions
         contemplated  hereunder  does not  constitute  an  express  or  implied
         promise of continued employment with the Group.

10.3     The Option-holder confirms to the Group that his Committed Time amounts
         to at least 25 hours a week or, if less, 75% of his Working Time.

10.4     The  Option-holder  acknowledges  receipt  of a copy of this  Agreement
         including  the Schedule  and  Appendix A. He further  states that he is
         familiar with the terms and provisions contained therein.

10.5     The  Option-holder  hereby  accepts  this Option  subject to all of the
         terms and provisions contained in the Agreement thereof.

10.6     The  Option-holder  declares that he has reviewed this Agreement in its
         entirety,  has had an  opportunity to obtain advice of Counsel prior to
         executing  this Agreement and fully  understands  all the provisions of
         this Agreement including the Schedule.

10.7     The Option-holder  further agrees to accept as binding,  conclusive and
         final all decisions or  interpretations of the Board upon any questions
         arising under this Agreement.

10.8     The Option-holder  also agrees to notify the Company upon any change of
         his residential address.



IN WITNESS OF WHICH this  document has been duly executed as a deed and has been
duly delivered on the day and year first above written



---------------------------------           ------------------------------------
Signed by and on behalf of the              Signed by and on behalf of the
Company                                     Employer


----------------------------------
Option-holder


 --------------------------------
   in the presence of (witness)


Name         ____________________________________

Address     ____________________________________

            ____________________________________

            ____________________________________


<PAGE>

                                    SCHEDULE

                                    INVU INC.
                        ENTERPRISE MANAGEMENT INCENTIVE


                             RULES OF THE AGREEMENT


CONTENTS

1.       INTERPRETATION AND CONSTRUCTION

2.       STATUS OF THE SCHEDULE

3.       INDIVIDUAL LIMITS

4        GRANT OF AN OPTION

5        RESTRICTIONS UPON THE EXERCISE OF AN OPTION

6.       EXERCISE AND LAPSE OF OPTIONS

7.       COMPANY REORGANISATION

8.       REPLACEMENT OPTIONS

9.       PROCEDURE ON EXERCISE

10.      AVAILABILITY OF AUTHORISED CAPITAL

11.      LOSS OF OFFICE

12.      VARIATION OF CAPITAL

13       CESSATION OF QUALIFYING OPTION STATUS

14.      GENERAL

15.      AMENDMENTS AND TERMINATION

16.      NOTICES

<PAGE>


1.       INTERPRETATION AND CONSTRUCTION

         Clause 2 of the Agreement shall apply to this Schedule.

2.       STATUS OF THE SCHEDULE

         This Schedule is an appurtenance of, and subordinate to, the provisions
         of the Agreement.  The Agreement shall prevail in any conflict  between
         both documents.

3.       INDIVIDUAL LIMITS

         Limit on Shares under the Agreement

3.1      The value of  Qualifying  Options over Shares which the Board may grant
         to the  Option-holder  on any date  shall in  aggregate,  not exceed or
         further  exceed  the  maximum  value  permitted  from  time  to time by
         Schedule 14.

         Excess Options

3.2      If the Option-holder is granted an Option that causes the limit imposed
         by Rule 3.1  above to be  exceeded  then  that  Option  shall  not be a
         Qualifying Option so far as it relates to the excess.

         Period of Grant

3.3      Where the  Option-holder has been granted Options under Rule 3.1 above,
         any further Options granted to him by reason of his employment with the
         Group within 3 years of the date of grant of the last qualifying option
         is not a Qualifying Option.

4.       GRANT OF AN OPTION

         General

4.1      Subject  to the Rule 3.1  above,  the Board may at any time on or after
         the date  hereof  and from time to time grant to the  Option-holder  an
         Option over such number of Shares as it may decide.

         Procedure

4.2      The Board may adopt such procedures in its sole discretion for granting
         Options to the Option-holder.

         Performance targets and additional conditions

4.3      The  Board  may  in  its  absolute   discretion   impose  an  objective
         performance  target,  the  attainment  of  which  shall  normally  be a
         condition  precedent to the exercise of the Option.  The Board may also
         impose objective conditions when granting an Option.

4.4      Where:-

         (a)      event(s)  occur as a result of which the  Board  considers  it
                  fair and reasonable to adjust the performance target or impose
                  a different performance target;

         (b)      event(s) mentioned in Rule 12 occur; and

         (c)      event(s) specified at the time the Option was granted occur.

         the Board may make such  adjustments  as it may decide,  including  the
         imposition   of  entirely   different   objective   conditions  to  the
         performance  target and provided that such  adjustments do not have the
         effect of making the  performance  target more  onerous  than it was or
         they were  immediately  before the  circumstance  in question  and such
         adjustment shall not be made unless the Auditors (acting as experts and
         not as arbitrators)  shall have confirmed in writing to the Board that,
         in their opinion, they are fair and reasonable.

         Non-assignability of Option

4.5      No  Option  nor  any  right   thereunder  shall  be  capable  of  being
         transferred,   assigned   or  charged   except  on  the  death  of  the
         Option-holder   when  an  Option  may  be  exercised  by  his  Personal
         Representative in accordance with Rule 6.6.

5.       RESTRICTIONS UPON THE EXERCISE OF AN OPTION

5.1      The Option  granted must be exercised not later than 10 years after the
         Date of Grant.

         Expiry of Exercise Period

5.2      Notwithstanding  any other Rule,  an Option shall lapse upon the expiry
         of the Exercise Period.

         Lapsing of Option

5.3      Where  under any of the  provisions  of this Rule 5, 6, and 7 an Option
         lapses,   that  Option  shall  cease  to  be  exercisable   thereafter,
         notwithstanding  any  other  provision  of those  Rules  other  than as
         referred to in Rule 5.4 below.

5.4      The  Option-holder may release his Option in consideration of the grant
         of a "New Option" in accordance  with Rule 8 within the time allowed by
         that Rule notwithstanding the provisions of Rule 7.

         Additional conditions

5.5      Notwithstanding  any other Rule, the Option-holder may not exercise his
         Option unless and until the performance target has been satisfied.

5.6      Rule  5.5  shall  not  apply  if  the  Option  becomes  exercisable  in
         accordance with Rule 6, Rule 7 and Rule 8.6.

6.       EXERCISE AND LAPSE OF AN OPTION

         General

6.1      Subject to Rules 6.2, 6.4,  6.5, 6.6, 6.7, 7 and 8.2 the  Option-holder
         may  exercise  his  Option at any time or from time to time  during the
         Exercise Period.

         Cessation of employment - general

6.2      Subject  to  Rules  6.4 and  6.6,  if his  employment  with  the  Group
         terminates  for  any  reason  whatsoever,  the  Option-holder  may  not
         thereafter  exercise his Option  without the consent of the Board;  and
         his Option shall lapse on the date of the termination of his employment
         unless and to the extent that the Board decides otherwise in accordance
         with Rule 6.5.

6.3      A female  Option-holder who has a right to return to work,  pursuant to
         the Employment Rights Act 1996, shall be deemed for the purposes of the
         Rules not to have ceased to be employed by the Group until such time as
         she is no longer  capable of  exercising  a right to return to work and
         not to have ceased to be employed if she exercises that right.

         Cessation of employment- special circumstances

6.4      If the  Option-holder  ceases to be employed by the Group in the period
         from the  thirtieth  month of the Date of Grant  and the  thirty  sixth
         month:-

         (i)      by reason of ill-health or injury or disability or (within the
                  meaning of the Employment Rights Act 1996) redundancy;

         (ii)     by  reason  of the  Company  by  which  the  Option-holder  is
                  employed ceasing to be a member of the Group;

         (iii)    by reason of the  undertaking in which the  Option-holder  was
                  being transferred to a transferee which is not a member of the
                  Group; or

         (iv)     by reason of his  wrongful  dismissal  by the  employer or his
                  terminating  his  employment  as a  result  of the  employer's
                  conduct

         he may,  notwithstanding  Rule 6.2  exercise  his Option at any time or
         from time to time  within the period of 40 days and subject to Rule 6.6
         below, at the expiry of that period his Option shall lapse.

6.5      If the Option-holder  ceases to be employed by the Group for any reason
         other than that  mentioned in Rule 6.4,  the Board may  notwithstanding
         Rule 6.2 permit  him to  exercise  all or part of his Option  within 40
         days of the termination of his employment,  and subject to Rule 5.1, at
         any time, or from time to time,  within such longer period as the Board
         at its  discretion  shall  determine,  not being  later  than the tenth
         anniversary of the Date of Grant of the Option.  Subject to Rule 6.6 at
         the expiry of that period the Option shall lapse.

         Death of the Option-holder

6.6      If the  Option-holder  ceases to be  employed  in the  period  from the
         thirtieth month of the Date of Grant and the thirty-sixth  month by the
         Group by reason of his death or dies  before  the  expiry of the period
         allowed or permitted by Rules 6.4,  his Personal  Representatives  may,
         notwithstanding  Rule 6.2, exercise his Option at any time or from time
         to time within the period of 12 months  after the date of his death and
         at the expiry of that period his Option shall lapse.

         Transfer to another country

6.7      If the Option-holder,  while continuing to hold an office or employment
         with the Group is to be transferred to work in another  country and the
         Board is satisfied that as a result of that transfer either:-

         (i)      he  will  suffer  a  tax  disadvantage   upon  exercising  his
                  Option(s); or

         (ii)     he will  become  subject  to  restrictions  on his  ability to
                  exercise his Option(s) or to deal in the Shares  obtained upon
                  exercise of his Option(s)

         the Option-holder may,  notwithstanding  Rule 6.1, at the discretion of
         the Board,  exercise  all or any of his  Options in whole or in part in
         the period  commencing three months before and ending 40 days after the
         date of transfer (but so that any exercise  before the date of transfer
         shall be conditional upon such transfer taking place).  Upon the expiry
         of such period, all Options to the extent  unexercised,  shall cease to
         be  exercisable  under this Rule 6.7 and shall be  exercisable  at such
         other times as provided in this Schedule.

7.       COMPANY REORGANISATIONS

         Change in Control

7.1      If as a result of either:

         (a)      a general  offer to acquire  the whole of the  ordinary  share
                  capital which is made on condition such that if satisfied, the
                  person making the offer will have Control of the Company; or

         (b)      a general  offer to  acquire  all the  Shares  of the  Company
                  (other than those  which are  already  owned by him and/or any
                  person acting in concert with him)

         the  Company  shall  come under the  Control of any person (or  persons
         acting in concert), the Option-holder may, notwithstanding Rule 6.2 and
         except  where Rule 8 applies,  exercise his Option at any time and from
         time to time  within the  period of 40 days  following  such  change of
         Control or, as the case may be, the making of such offer.

7.2      If any such  offer is made as  mentioned  in  Clause  7.1 or the  Board
         becomes  aware  that any such  offer  has been  made,  the  Board  may,
         notwithstanding Rule 6.1 and except where Rule 8 applies give notice to
         the Option-holder inviting him to exercise this Option to the extent it
         has vested,  conditional upon, and with effect from the date the notice
         is given,  and on the expiration of the  stipulated  period this Option
         shall lapse and cease to be exercisable.

7.3      In the event that the  acquiring  company  abstains  from assuming this
         Option as  provided  for in Rule 8, the Shares  subject to this  Option
         shall at the discretion of the Board and notwithstanding  Clauses 4 and
         5 become fully vested. In this circumstance, the Board shall notify the
         Option-holder  in writing to exercise  this  Option  within a period of
         time,  being a period of not less than  seven days and not more than 40
         days  from  the  date  of such  notice,  and on the  expiration  of the
         stipulated period this Option shall lapse and cease to be exercisable.

         Liquidation

7.3      If an effective resolution is passed by the shareholders of the Company
         for the voluntary  winding-up of the Company,  the  Option-holder  may,
         notwithstanding  Rule 6.1, forthwith and until the expiry of the period
         of 40 days after the  adoption of the  resolution  by the  shareholders
         exercise  his  Option,   which  exercise  may  be  conditional  on  the
         consummation  of such  liquidation,  and at the end of that  period the
         Option shall, subject to Rule 8, lapse.

7.4      Where the  Option-holder  exercises his Option in accordance  with Rule
         7.3, he shall be  entitled  to share in the assets of the Company  with
         existing  holders  of Shares in the same  manner as he would  have been
         entitled  had  the  Shares  been  registered  in his  name  before  the
         resolution was passed.

7.5      Subject  to  Rules  7.3and  8,  all  Options,  insofar  as not  already
         exercised,  shall  automatically  lapse in the  event  of an  effective
         resolution  being passed or and an order being made for the  winding-up
         of the Company.

         Demerger

7.6      If  notice  is given  to  shareholders  of the  Company  of a  proposed
         demerger of the Company or of any  Subsidiary the Board may give notice
         to the Option-holder  that this Option may then be exercised in respect
         of such  proportion of the Shares as the Board may specify  within such
         period (not  exceeding  30 days) as the as the Board may  specify  save
         that:

         (a)      no such  notice  shall  be  given  unless  the  Auditors  have
                  confirmed  in writing to the Board that the  interests  of the
                  Option-holder  would or might be  substantially  prejudiced if
                  before the  proposed  demerger  has  effect the  Option-holder
                  could not exercise his Option and be  registered as the holder
                  of the Shares; and

         (b)      the  proportion  of the Shares  which is so  specified  by the
                  Board shall be the same as that  specified  in relation to all
                  other rights to acquire Shares granted at the same time as was
                  this Option.

8.       REPLACEMENT OPTION FOLLOWING COMPANY REORGANISATION

         Application

8.1      This Rule applies  where a company (the  "acquiring  company")  obtains
         Control of the Company as a result of making:

         (a)      a  general  offer to  acquire  the whole of the  issued  share
                  capital of the Company (other than that which is already owned
                  by it and/or by its Holding Company and/or by the Subsidiaries
                  of it or of its Holding Company) made on a condition such that
                  if it is satisfied the acquiring  company will have Control of
                  the Company; or

         (b)      a general  offer to acquire  all the Shares (or such Shares as
                  are not  already  owned by it  and/or by its  Holding  Company
                  and/or by the Subsidiaries of it or of its Holding Company).

         Release of Options

8.2      Where  there is a  qualifying  exchange  of  shares  (as  mentioned  in
         paragraph 60 of Schedule 14) the  Option-holder  may with the agreement
         of the  acquiring  company,  within the period  referred to in Rule 8.4
         below  release his Option (the "Old  Option") in  consideration  of the
         grant  to him of an  Option  (the  "New  Option")  over  shares  in the
         acquiring  company  or some  other  company  that  has  Control  of the
         acquiring company. This replacement Option is subject to the conditions
         in Rule 8.3 below.

         The conditions

8.3      A New  Option  qualifies  as a  replacement  Option  on  the  following
         conditions:

         (a)      the  Option is  granted  to the  holder  of the Old  Option by
                  reason of his employment -

                  (i)      with the acquiring company, or

                  (ii)     if  that  company  is a  parent  company,  with  that
                           company or another Group company;

         (b)      at the time of the release of rights under the Old Option, the
                  requirements  of  the  purpose  criteria  in  paragraph  9  of
                  Schedule 14 are met with relation to the New Option;

         (c)      at that time,  the  independence  requirement  and the trading
                  activities  requirements  are met in relation to the acquiring
                  company;

         (d)      at that time, the  Option-holder is an Employee in relation to
                  the acquiring company;

         (e)      at that time, the  requirements  as to the terms of the Option
                  found in Part V of  Schedule 14 are met in relation to the New
                  Option;

         (f)      the total Market Value, immediately before the release, of the
                  Shares  which  were  subject to the Old Option is equal to the
                  total Market Value, immediately after the grant, of the shares
                  in respect of which the New Option is granted; and

         (g)      the  total  amount  payable  by  the  Option  holder  for  the
                  acquisition  of Shares in pursuance of the New Option is equal
                  to the total  amount  that  would  have been  payable  for the
                  acquisition of Shares in pursuance of the Old Option.

         Period of release

8.4      The period referred to in Rule 8.2 is:

         (a)      in a case  falling  within Rule 8.1(a),  six months  beginning
                  with the time when the acquiring  company  obtains  Control of
                  the  Company and any  condition  subject to which the offer is
                  made, satisfied or waived;

         (b)      in a case  falling  within  Rule  8.1(b)  or (d),  six  months
                  beginning  with the time when the  acquiring  company  obtains
                  Control of the  Company  whose  shares are  subject to the Old
                  Option; and

         Effect of release

8.5      Where the Option-holder is granted a New Option in consideration of the
         release of his Old Option in accordance with this Rule, then:-

         (i)      the New Option shall be  exercisable in the same manner as the
                  Old Option;

         (ii)     the New  Option  shall be  subject  to the  provisions  of the
                  Agreement  as it had  effect  in  relation  to the Old  Option
                  immediately before the release;

         (iii)    with effect from the release,  the Rules (except Rule 4) shall
                  in relation to the New Option be construed as if references to
                  Shares were  references  to the shares in respect of which the
                  New Option is granted; and

         (vi)     with effect from the release,  Rules 5.1 to 5.3, Rules 6 to 13
                  (all  inclusive)  and  Rule 15 shall  in  relation  to the New
                  Option be construed as if references to the Company (including
                  any such references as occur in expressions  which are defined
                  in Clause 2 of the Agreement and used in this  Schedule)  were
                  references  to the company in respect of whose  shares the New
                  Option is granted.

         Changes to the class or rights of Shares

8.6      If notice is duly given of a general meeting at which a resolution will
         be proposed whereby:-

         (i)      the class of shares for the time being constituting Shares, in
                  the opinion of the Auditors, will be materially altered; or

         (ii)     the  rights  attaching  to  shares  which  for the time  being
                  constitute  Shares  will be altered so that such  shares  will
                  cease to be Shares

         an  Option  shall,  notwithstanding  Rule 6.2,  Rules  5.1 and 5.2,  be
         exercisable  in whole or in part (but so that any  exercise  under this
         Rule shall be conditional upon the resolution being passed) at any time
         thereafter  until such  resolution  is duly  passed or  defeated or the
         general meeting  concluded or adjourned  indefinitely,  whichever shall
         occur first.  If such a resolution  is passed an Option  shall,  to the
         extent unexercised, thereupon lapse.

9.       PROCEDURE ON EXERCISE

         Partial exercise

9.1      Where an Option is exercisable,  the  Option-holder  may exercise it in
         whole or in part.

         Method of exercise

9.2      The Option-holder shall exercise his Option by giving notice in writing
         to the  Board (a  "Notice  of  Exercise")  in the form of the  draft in
         Appendix  A to this  Agreement  accompanied  by  payment in full at the
         Exercise  Price  together  with  any  required  taxes  and  such  other
         documents as the Board may determine.

         Time of exercise

9.3      An Option  shall be deemed to have been  exercised on the date on which
         the Notice of Exercise,  payment of the Exercise Price and any required
         taxes  and  documents  are  received  at the  registered  office of the
         Company or other office as specified by the Board.

         Allotment or transfer of Shares

9.4      Subject to Applicable  Laws,  such consents or other required action of
         any competent  authority  under  regulations or enactments for the time
         being in force as may be necessary and subject to  compliance  with the
         terms of the  Option,  the  Board  shall  within 30 days of the date of
         exercise  either  issue and allot to the  Option-holder  the  number of
         Shares  specified  in the Notice of Exercise or procure the transfer to
         him of those Shares.

         Rights of new Shares allotted

9.5      Shares issued and allotted pursuant to the Agreement shall rank equally
         in all respects  with Shares then in issue,  save as regards any rights
         attaching  to Shares by reference to a record date prior to the date on
         which the Shares are issued and allotted.

10.      AVAILABILITY OF AUTHORISED CAPITAL

         The Company shall keep available  sufficient un-issued share capital to
         satisfy all outstanding Options in respect of un-issued Shares.

11.      LOSS OF OFFICE

         The grant of this Option subject to the Agreement is a matter  entirely
         separate from, and shall not affect the Option-holder's  pension rights
         and terms of employment and, in particular (but without limitation), if
         the  Option-holder  shall for any reason  cease to be  employed  by the
         Group or to be  entitled  to  exercise  his  Option,  he  shall  not be
         entitled to any  compensation by reference to the rights granted to, or
         the benefits  capable of being  received by him under this Agreement or
         for any loss or diminution in value of such rights or benefits.

12.      VARIATION OF CAPITAL

         General

12.1     In the event of any capitalization  issue by the Company,  or any offer
         or invitation made by way of rights, or any consolidation,  subdivision
         or reduction of its share  capital or any other  variation of its share
         capital,  the Board may  adjust in such  manner as it may  decide to be
         appropriate  the number and  nominal  amount of Shares  subject to this
         Option (including any Option which has been exercised but in respect of
         which Shares have not been issued and  allotted),  the  Exercise  Price
         and,  subject  to Rule  12.2 the  Board's  decision  shall be final and
         binding on the Option-holder.

         Restrictions on adjustment

12.2     No adjustment  shall be made pursuant to Rule 12.1 unless and until the
         Auditors  (acting  as  experts  and  not  as  arbitrators)  shall  have
         confirmed  in  writing to the Board  that the  adjustment  is, in their
         opinion, fair and reasonable.

         Notification of adjustment

12.3     If any adjustment is made pursuant to this Rule, the Board shall notify
         the  Option-holder  of the adjustment as soon as practicable  after its
         decision.

13.      CESSATION OF QUALIFYING OPTION STATUS

         Disqualifying events

13.1     this Option shall cease to be a Qualifying  Option on the occurrence of
         the following events:-

         (a)      the Company ceasing to meet the trading activities requirement
                  of Schedule 14;

         (b)      the  Option-holder  ceasing to be an Employee by reason of not
                  meeting  the  employment  requirement  or  the  commitment  to
                  Working Time;

         (c)      a conversion of any of the shares to which the Option  relates
                  into shares of a different class except within the application
                  of paragraph 50 of Schedule 14;

         (d)      an  alteration  to the  terms  of the  Option  (other  than an
                  earlier  exercise) and subject to any amendment to Schedule 14
                  adjustment of share capital without Inland Revenue approval;

         (e)      the Company  becomes a 51%  subsidiary  of another  company or
                  group company;

         (f)      the  Company was a  qualifying  company at the time the Option
                  was  granted  by  reason  only of  preparation  to carry out a
                  Qualifying Trade;

         (g)      the grant to the  Option-holder  of a relevant  Company  Share
                  Option Plan ("CSOP"),  if immediately  after it is granted the
                  Option-holder holds unexercised employee options in respect of
                  shares with a total value of more than (pound)100,000;

         (h)      a company reorganisation (loss of independence); and

         (i)      notification  by the Inland Revenue that the  requirements  of
                  Schedule 14 have not been met.


         Effects of disqualification

13.2     Subject to Rule 13.3 below, an occurrence of the  disqualifying  events
         in Rule 13.1 will create an Option Tax Liability on any Option Gains.

13.3     This Option  (whether an "original  option" or a "replacement  option")
         shall remain a Qualifying  Option if it is exercised  within 40 days of
         the disqualifying event.

         Secondary NICs Liability

13.4     The Option-holder shall be financially responsible for the whole of the
         Secondary NICs liability that may arise on the occurrence of the events
         mentioned in Rule 13.1 above.

13.5     The Option-holder in total fulfilment of his obligation under Rule 13.4
         shall  reimburse  the  Employer  for any sums it has paid in respect of
         Secondary NICs due under the Social Security Contributions and Benefits
         Act 1992.

13.6     The Board will accept reimbursement for any Secondary NICs the Employer
         has paid  with  regard to this  Option  by any or all of the  following
         means:

         (a)      accept payment from the Option-holder;

         (b)      withhold some of the Option-holder's Option gains;

         (c)      dispose of the  Option-holder's  shares sufficient to meet the
                  liabilities; and

         (d)      deduction  of  sufficient  funds  from  the  proceeds  of  the
                  exercise of the Option.

13.7     The Board shall remit  promptly to the  Employer  any sums  obtained in
         Rule 13.6.

14.      GENERAL

         Administration

14.1     Save as  otherwise  provided  in the  Rules,  the  Agreement  shall  be
         administered  by the  Board  and,  in the  event of any  dispute  as to
         whether the  Option-holder is or is not an Employee or as to any rights
         or  obligations of the  Option-holder  under the Agreement or as to any
         question  concerning the construction or effect of the Agreement (other
         than a matter to be certified by the  Auditors in  accordance  with the
         Agreement),  the Board shall decide the same and its decision  shall be
         final and binding on all persons.

         Notices and circulars to shareholders

14.2     The Board shall not be obliged to provide the Option-holder with copies
         of any notices,  circulars or other documents sent to holders of Shares
         except  those which relate to events  which,  under Rule 7, entitle the
         Option-holder to exercise his Option.

         Costs and expenses

14.3     The costs of the  preparation  and operation of this Agreement shall be
         borne by the Company.

15.      AMENDMENTS AND TERMINATION

         The  Board  may at any time and from  time to time  amend or add to the
         Option in any respect provided that:-

         (a)      no  amendment  or addition  shall be made which  would  affect
                  adversely any of the  subsisting  rights of the  Option-holder
                  except with his consent in writing; and

         (b)      no  amendment  or  addition  to the Option  shall have  effect
                  unless and until it has been  approved  by the Board of Inland
                  Revenue pursuant to the Act.


16.      NOTICES

         To the Option-holder

16.1     Save as otherwise  provided herein,  any notice or document to be given
         by the  Board  or the  Company  to the  Option-holder  may be  given by
         personal  delivery or by sending it by ordinary  post to his last known
         address.  Where a notice or document is sent by post it shall be deemed
         to have been  received 72 hours after it was put into the post properly
         addressed and stamped.  All notices and documents  sent by post will be
         sent at the risk of the  Option-holder.  Neither the Company nor any of
         its   Subsidiaries   shall  have  any   liability   whatsoever  to  the
         Option-holder  in respect of any notice or document sent, nor shall the
         Company  or  any of its  Subsidiaries  be  concerned  to see  that  the
         Option-holder actually receives it.

         To the Company

16.2     Save as otherwise herein provided,  any notice or document given by the
         Option-holder to the Company or the Board shall be delivered or sent to
         the Company as its registered  office (or at such other place or places
         as the  Board  may  from  time  to time  determine  and  notify  to the
         Option-holder) and be effective upon receipt.



<PAGE>



                                   APPENDIX A

                    INVU INC. ENTERPRISE MANAGEMENT INCENTIVE

                          NOTICE OF EXERCISE OF OPTION


TO:      The Company Secretary
                  INVU Inc. ("the
Company")

1.       I hereby  exercise my Option to  acquire..............Shares  of Common
         Stock at the Exercise Price stated in Clause 3.5 of the Agreement dated
         ..................................... 2001.

2.       Please allot or transfer the said shares, which are to be registered in
         my name.  I accept  and agree that the said  shares are  subject to the
         Agreement and the Articles of Incorporation of the Company.

3.       I hereby  deliver to the Company  U.S.$.........................  being
         the aggregate  Exercise  Price of the total number of shares in respect
         of which the Option is being exercised.

4.       The  said  shares  are  being  acquired  as  beneficial  owner/personal
         representative  of the  Option-holder and not as trustee or nominee for
         any other person.

5.       Please issue a share  certificate  to me at the address shown below.  I
         agree that any documents  sent to me by ordinary post will be at my own
         risk.



Signature: ..................................

Address: ....................................

         .....................................

         .....................................

         .....................................

Date  : ......................................