--------------------------

                               CORPORATE GUARANTEE

                           --------------------------



                                       by

                                    Invu Plc

                              Invu Services Limited

                       Invu International Holdings Limited

                                  in favour of

                              THE BANK OF SCOTLAND

                                Bank of Scotland

                           Security Documentation Team

                            Specialist Functions Unit

                            Support Services Division

                                    1st Floor

                               2 Robertson Avenue

                               Edinburgh EH11 1PZ

                               Tel: 0131-346-6109

                               Fax: 0131-346-6206


<PAGE>


CLAUSES

1.       Guarantee

2.       Security

3.       Account

4.       Box right of Set-off and Application of Funds and Currency


5.       Release of Guarantor

6.       Determination of Guarantor's Liability

7.       Claims against Guarantor

8.       Demand for Payment and Evidence of Sums Due

9.       Waiver of Guarantor's Rights

10.      Postponement of Claims

11.      Payments without Set-off or Counterclaim

12.      More than one Guarantor

13.      Primary Obligation

14.      Separate Provisions

15.      Special Conditions

16.      Power of Attorney to Group Parent Company to extend this Guarantee

17.      Definitions

18.      Governing Law

Schedule 1


Schedule 2


Schedule 3




<PAGE>



IMPORTANT  NOTICE:  We  recommend  that  you  consult  your  solicitor  or other
independent legal adviser before executing this document.


                               CORPORATE GUARANTEE

To: The Governor and Company of the Bank of Scotland ("BoS")


                       Definitions are given in Clause 17.

1.   Guarantee

     1.1  In consideration of BoS granting time,  credit and banking  facilities
          to the Principal, the Guarantor unconditionally guarantees the payment
          or discharge of the Secured Liabilities and shall on demand in writing
          pay or discharge  them to BoS. This  Guarantee  shall  continue  until
          determined in accordance with the terms of Clause 6.

     1.2  The Guarantor's liability under this Guarantee shall not be discharged
          or affected by anything that would not have  discharged or affected it
          if the Guarantor had been a principal debtor instead of a guarantor.

     1.3  The  Guarantor  acknowledges  and agrees that this  Guarantee  and the
          rights of set off  contained in it shall be a continuing  security and
          shall extend to cover the ultimate balance due at any time to BoS from
          the Principal.

     1.4  This  Guarantee  shall be in  addition  to and shall not  affect or be
          affected  by or merge  with any  other  judgment,  security,  right or
          remedy  obtained  or held by BoS at any  time  for the  discharge  and
          performance of the Secured Liabilities.

2.   Security

     2.1  On demand  made by BoS at any time,  the  Guarantor  shall  secure the
          performance of its obligations under this Guarantee by depositing with
          BoS such amount, up to the minimum amount of the Secured  Liabilities,
          as BoS may specify.

     2.2  BoS shall have a lien on all  securities or other  property  deeds and
          documents of the Guarantor which it bolds from time to time.


     2.3  The Guarantor shall, on demand by BoS, execute whatever  documents BoS
          may require to perfect its security.

3.   Account

     3.1  If this  Guarantee is  determined or a demand is made by BoS, then BoS
          may open a new  account or accounts in the  Principal's  name.  If BoS
          does not in fact open a new account in these  circumstances,  it shall
          nevertheless  be  treated  as  if  it  had  done  so at  the  time  of
          determination  or demand,  and from that time all payments made to BoS
          shall be  credited  or be treated as having  been  credited to the new
          account and shall not reduce the amount of the Secured Liabilities.

     3.2  BoS may at any time  credit to a separate  or  suspense  account for a
          period determined by it any money received from any person under or by
          virtue of this Guarantee. If it does so BoS need not apply any of that
          money  towards the Secured  Liabilities  and shall remain  entitled to
          claim the Secured Liabilities in full from the Principal.

4.   BoS right of Set-off and Application of Funds and Currency
     ----------------------------------------------------------

     4.1  BoS may at any time,  without prior notice to the Guarantor  before or
          after any demand has been made under this Guarantee:

          4.1.1     exercise a right of set-off or  retention  in respect of all
                    money at any time standing to the credit of the  Guarantor's
                    account(s)  (of whatever  nature  and/or  currency)  against
                    payment of all money at any time owing from the Guarantor to
                    BoS on any  account(s) and funds held following the exercise
                    of this right of  set-off  may be held as  security  for the
                    Secured Liabilities;

          4.1.2     apply all money now or a any time  standing to the credit of
                    the Guarantor's account(s) to a separate
                           suspense account(s);

          4.1.3     apply  all  money  so  held  in  settlement  of the  Secured
                    Liabilities;

          4.1.4     refuse  payment of any cheque,  bill or other document where
                    such payment would reduce the aggregate  credit  balances of
                    the Guarantor  below the amount of the Secured  Liabilities,
                    or

          4.1.5     debit any account of the  Guarantor  with any money then due
                    and payable by the Guarantor to BoS under this Guarantee.

     4.2  If BoS  exercises  any right of set-off in respect of any liability of
          the Guarantor  and that  liability or any part of it is in a different
          currency  from any credit  balance  against  which BoS seeks to set it
          off.  BoS may use the  currency  of the credit  balance to purchase an
          amount in the currency of the  liability at the then  prevailing  spot
          rate of  exchange  and to pay out of the  credit  balance  all  costs,
          charges and expenses incurred by BoS in connection with that purchase.

5.   Release of Guarantor

     5.1  Any  settlement,  discharge or release granted by BoS to the Guarantor
          shall  be  conditional  upon  no  security  or  payment  to BoS by the
          Principal or any other person (including  without limitation any other
          Guarantor)  or any  other  transaction  with  any  such  person  being
          terminated,  avoided  or  reduced  by  virtue  of any  applicable  law
          relating to liquidation,  administration  or receivership for the time
          being in force. If that happens, BoS shall be entitled to recover from
          the  Guarantor to the full extent of this  Guarantee as if the release
          had not been given.

     5.2  Any liability of the Guarantor  under this Clause  (whether  actual or
          contingent)  shall be one in  respect  of which BoS may  exercise  its
          rights under Clause 4.

     5.3  Where any security is held by BoS for the  liability of the  Guarantor
          under this Guarantee, BoS will be entitled to retain that security for
          such period as BoS in its absolute  discretion  shall  determine after
          repayment in full of the Secured Liabilities.  If within that period a
          petition is presented or a resolution  is passed for the winding up or
          administration  of the Principal (or any Guarantor) BoS may retain its
          security for as long as it requires in respect of any liability of the
          Guarantor under this Guarantee.

     5.4  This Guarantee  shall  continue to bind the Guarantor  notwithstanding
          any   reconstruction  of  BoS,  the  Principal  or  Guarantor  or  any
          amalgamation  which may be effected by BoS, the Principal of Guarantor
          with any other person.

6.   Determination of Guarantor's Liability

     This  Guarantee  shall be a continuing  security for BoS until three months
     after receipt by BoS of written notice from the Guarantor to determine this
     Guarantee.  On expiry of that notice period, the liability of the Guarantor
     shall be  fixed  and the  Guarantor  shall  remain  liable  for the  amount
     recoverable  from the Principal at that date  (including  unascertained  or
     contingent liabilities).

7.   Claims against Guarantor

     7.1  Before enforcing this Guarantee,  BoS shall not be obliged to take any
          action  or  obtain  any  judgement  nor  make or  file  any  claim  in
          bankruptcy,  dissolution or winding up of the  Principal,  nor enforce
          any other security held by it.

     7.2  BoS need not advise the  Guarantor of its dealings  with the Principal
          or of any default by the Principal of which BoS may have knowledge.

8.   Demand for Payment and Evidence of Sums Due

     8.1  A demand  for  payment  or any  other  demand  or  notice  under  this
          Guarantee  may be made or given by any  manager  or  officer of BoS by
          letter  addressed to the  Guarantor and sent by first class post or by
          fax transmission to or left at the registered  office of the Guarantor
          or the  Guarantor's  existing or last known place of business  (or, if
          more than one, any one of such places).

     8.2  If a demand  or notice is sent by post it shall be deemed to have been
          made or  given at noon on the day  following  the day the  letter  was
          posted  and if by fax will be deemed  to have been made or given  when
          sent provided a transmission report is received.

     8.3  In order to prove that a notice or demand has been,  served,  BoS need
          only prove that the notice or demand was properly addressed and posted
          or transmitted.

     8.4  A certificate by any manager or officer of BoS as to the amount of the
          Secured  Liabilities  or any part of them  shall,  in the  absence  of
          manifest error, be conclusive and binding on the Guarantor.

9.   Waiver of Guarantor's Rights

     The Guarantor  agrees that its liability  under this Guarantee shall not be
     reduced, discharged or mitigated by:

     9.1  any  variation,  extension,   discharge,   compromise,  dealing  with.
          exchange  or renewal of any right or remedy  which BoS may have now or
          in the future from or against  the  Principal  or any other  person in
          respect of any of the Secured Liabilities;

     9.2  any  act or  omission  by  BoS  or any  other  person  in  taking  up,
          perfecting or enforcing any security or guarantee  from or against the
          Principal or any other person or the invalidity or unenforceability of
          any such security or guarantee;

     9.3  any termination,  amendment variation, novation or supplement of or to
          any document  relating to the Secured  Liabilities  or any exercise by
          BoS  at its  absolute  discretion  of its  rights  to  refuse,  grant,
          continue, vary, review, determine or increase any credit or facilities
          to the Principal;

     9.4  any grant of time.  indulgence,  waiver or concession to the Principal
          or any other person;

     9.5  the administration,  insolvency, bankruptcy, liquidation,  winding-up,
          incapacity,  limitation,  disability, discharge by operation of law or
          any change in the constitution, name and style of the Principal or any
          Guarantor;

     9.6  invalidity, illegality, unenforceability,  irregularity or frustration
          of the Secured Liabilities or the
                  obligations of any Guarantor;

     9.7  any claim or enforcement of payment from the Principal; or

     9.8  any ad or omission  which would not have  discharged  or affected  the
          liability  of the  Guarantor  had it  been a  principal  instead  of a
          guarantor  or by anything  done or omitted by any person which but for
          this  provision  might  operate to exonerate or discharge or otherwise
          reduce or  extinguish  any of the  Guarantor's  liability  under  this
          Guarantee.

10.  Postponement of Claims

     10.1 This  Guarantee  shall  apply to the  ultimate  balance of the Secured
          Liabilities  and until that  balance has been  discharged  in full the
          Guarantor shall not be entitled to share in any security held or money
          received by BoS on account of the Secured Liabilities.

     10.2 Until the Secured  Liabilities  are  discharged in full, the Guarantor
          waives all of its rights of subrogation.

     10.3 In the event of (1) the winding  up,  liquidation,  administration  or
          dissolution  of the Principal or (2) the  enforcement  of any security
          held by BoS or (3) the  appointment  of a receiver  or  administrative
          receiver  over  all or any  part  of the  Principal's  undertaking  or
          assets,  the Secured  Liabilities  shall be deemed  outstanding  until
          actually met in full. BoS will be entitled to claim in the Principal's
          winding up,  administration or receivership for the full amount of the
          Secured  Liabilities  and to retain the whole of the  dividends to the
          exclusion of any rights of the Guarantor in competition with BoS until
          a claim by BoS is satisfied in full.

     10.4 The  Guarantor  agrees  that it shall not  without  the prior  written
          consent  of BoS take any steps to enforce  any right or claim  against
          the  Principal  for any money paid by the  Guarantor to BoS under this
          Guarantee or to prove in the  Principal's  liquidation for the same or
          receive any payment,  guarantee,  indemnity or security for any rights
          the Guarantor  may have against the Principal  which do not arise from
          the giving of this Guarantee,  If the Guarantor acts in  contravention
          of this Clause any benefit  received by the  Guarantor  as a result of
          that  contravention  shall (without  prejudice to any other rights BoS
          may have  against the  Guarantor in respect of that breach) be held in
          trust for BoS as a continuing security for the Secured Liabilities.

11.      Payments without Set-off or Counterclaim

         All payments to be made by the Guarantor  under this Guarantee shall be
         made without  set-off or  counterclaim  and free from any  deduction or
         withholding  for  taxation  or  like  charges.   If  any  deduction  or
         withholding  is  required  by law the  Guarantor  shall  pay to BoS the
         additional amount necessary to ensure that BoS receives full payment as
         if there bad been no deduction or withholding.

12.  More than one Guarantor

     12.1 When this  Guarantee  is executed for two or more parties as Guarantor
          the liability of each of them to BoS shall be joint and several.

     12.2 BoS may  release  or  discharge  any party  from  this (or any  other)
          Guarantee or accept any composition from or make any arrangements with
          any of them without releasing or discharging any other party.

     12.3 Where two or more parties are Guarantor,  any notice of  determination
          under Clause 6 from one of the parties  shall not affect the liability
          of any other(s) under this Guarantee.

     12.4 For the avoidance of doubt,  the incapacity or insolvency of any party
          shall not discharge or affect the liability of any other(s).

     12.5 Until the Secured  Liabilities  are  discharged  in full the Guarantor
          waves all of its rights of contribution from any co-guarantor.

13.  Primary Obligation

     As a separate and  independent  stipulation all sums of money which may not
     be recoverable from the Guarantor on the footing of a guarantee  whether by
     reason of any  legal  limitation,  disability  or  incapacity  on or of the
     Principal or any other fact or circumstance and whether known to BoS or not
     shall  nevertheless be recoverable  from the Guarantor as sole or principal
     debtor and shall be paid by the Guarantor on demand in writing by BoS.

14.  Separate Provisions

     14.1 Every  provision  contained in this  Guarantee  shall be severable and
          distinct from every other  provision  and if any of the  provisions of
          this Guarantee or the  application of it to any person or circumstance
          shall to any extent be or become  invalid or  unenforceable  under the
          law of any applicable jurisdiction:

          14.1.1    the validity and enforceability of the remaining  provisions
                    of this  Guarantee and of the  application of that provision
                    to any other person or circumstance;

          14.1.2    the validity and enforceability of that provision and of its
                    application to that person or circumstance  under the law of
                    any other jurisdiction; and shall not in any way be affected
                    or impaired thereby;

     14.2 This Guarantee  shall  continue to bind the Guarantor  notwithstanding
          any reconstruction of BoS or any amalgamation which may be effected by
          BoS with any other company or person.

15.  Special Conditions

     Where  Schedule 3 of this  Guarantee has been  completed the  provisions of
     that  Schedule  shall  have  effect  as if they were  incorporated  in this
     Guarantee.

16.  Power of Attorney to Group Parent Company to extend this Guarantee
     ------------------------------------------------------------------

     By way of security,  the Guarantor  irrevocably  appoints the first company
     named in Schedule 1 to be its attorney in relation to this Guarantee.

17.  Definitions

     In the interpretation of this Guarantee:

     17.1 "Acceding  Company"  means each company which executes and delivers an
          Acceding Guarantee to BoS;

     17.2 "Acceding  Guarantee"  means any Guarantee or Guarantees  executed and
          delivered  to BoS  after  the date of this  Guarantee  by any  holding
          company  or  subsidiary  of a  Principal  on  account  of the  Secured
          Liabilities;

     17.3 "BoS" means The  Governor  and Company of the Bank of Scotland and its
          successors and assignees;

     17.4 "Guarantee"  means this  Guarantee  which term includes and extends to
          any separate or independent stipulation or agreement contained in this
          Guarantee,   including,   for  the  avoidance  of  doubt  and  without
          limitation the provisions set in Clause 4 relating to set off;

     17.5 "Guarantor"  means each company whose name is listed in Schedule 2 and
          where any such company is also a Principal  the  liability  under this
          Guarantee  of such  party  as  Guarantor  shall  have  effect  only in
          relation to the moneys and  liabilities  due or incurred to BoS by the
          other party or parties comprising the Principal;

     17.6 "Principal" means each company (other than a Released Principal) whose
          name is listed in  paragraph  (1) of Schedule 1 or who is or becomes a
          Principal in terms of paragraph (2) of Schedule 1 by being an Acceding
          Company.  Where  more  than  one  company  is  comprised  in the  term
          "Principal"  reference  to the  Principal  shall  (where  the  context
          admits) mean each and every such company and,  where by any  agreement
          with the Principal  and BoS any person  assumes all or any part of the
          liability of the Principal to BoS in  substitution  for the Principal,
          the   Guarantor's   liability   under  this  Guarantee  shall  not  be
          discharged,  reduced or affected, but this Guarantee shall take effect
          as if the expression "Principal" included such person;

     17.7 "Released  Principal"  means a  Principal  released  from the  Secured
          Liabilities by BoS in writing

     17.8 "Schedules" means the schedules annexed to and which form part of this
          Guarantee.

     17.9 "Secured  Liabilities"  means all or any monies and liabilities  which
          shall for the time being (and whether on or at any time after  demand)
          be due, owing or incurred in whatsoever manner by the Principal to BoS
          whether   actually  or  contingently   and  whether  incurred  solely,
          severally or jointly and whether as principal or surety and whether on
          account  of money  advanced,  bills  of  exchange,  promissory  notes,
          guarantees,  indemnities or otherwise,  including interest,  discount,
          commission  and other lawful  charges or expenses which BoS may in the
          course of its  business  charge or incur  (including  for any advances
          made by BoS during the three months'  period of notice  referred to in
          Clause 6 or in relation to any other  liability  of the  Principal  to
          BoS), together with:


          (1)  (on a full  indemnity  basis) all costs and  expenses  (including
               without  limitation  legal  costs)  recoverable  by BoS  from the
               Principal;


          (2)  (on a full  indemnity  basis) all costs and  expenses  (including
               without  limitation  legal  costs)  charged or incurred by BoS in
               perfecting  or in or about the recovery or attempted  recovery of
               money due to BoS under this Guarantee, and

          (3)  interest  calculated and accruing daily from demand in accordance
               with the usual BoS rates and practice on (1) and (2) above;

    17.10 The  expressions  "holding  company",  "subsidiary"  and "wholly owned
          subsidiary"  shall have the  meanings  given to them in Section 736 of
          the Companies Act 1985;

    17.11 References to this  Guarantee and to any  provisions of this Guarantee
          shall be construed as  references  to this  Guarantee in force for the
          time  being  and as  amended,  varied,  supplemented,  substituted  or
          novated from time to time;

    17.12 References to statutes,  statutory  provisions  and other  legislation
          shall include all amendments,  modifications and re-enactments for the
          time being in force;

    17.13 Words  importing  the  singular  are to  include  the  plural and vice
          versa;

    17.14 References to a person are to be construed to include  references to a
          corporation, firm, company, partnership, joint venture, unincorporated
          body of persons,  individual  or any state or any agency of any state,
          whether or not a separate legal entity;

    17.15 References  to any person are to be construed to include that person's
          assignees or  transferees  or successors in title,  whether  direct or
          indirect;

    17.16 Clause  headings are for ease of reference  only and are not to affect
          the interpretation of this Guarantee.

18.  Governing Law

     This Guarantee shall be governed by and construed  according to English law
     and the  Guarantor  submits to the  exclusive  jurisdiction  of the English
     courts.

IN WITNESS WHEREOF this Guarantee consisting of this and the six preceding pages
together with the Schedules are executed as follows:

  /s/
-----------------------------------

SUBSCRIBED for and on behalf of the said
Invu Plc

Signed by BoS for identification purposes by

   David Morgan               Director  /s/ David Morgan              Director
------------------------------          ------------------------------
(Print Full Name).                                   (Signature)


   John Agostini.             Director/  /s/ J.C. Agostini            Director/
------------------------------          -----------------------------
(Print Full Name).            Secretary        (Signature)            Secretary

all  together  at  The  Beren,  Blisworth  Hill  Farm,  Stoke  Road,  Blisworth,
Northampton NN7 3D8 on the 18th day of July 2000.

SUBSCRIBED for and on behalf of the said
Invu Services Limited
by

  David Morgan                 Director  /s/ David Morgan             Director
-------------------------------         -----------------------------
(Print Full Name).                              (Signature)


  John Agostini                Director/ /s/ J.C. Agostini            Director/
-------------------------------          ----------------------------
(Print Full Name).             Secretary        (Signature)           Secretary

all  together  at  The  Beren,  Blisworth  Hill  Farm,  Stoke  Road,  Blisworth,
Northampton NN7 3D8 on the 18th day of July 2000.


<PAGE>


SUBSCRIBED for and on behalf of the said
Invu International Holdings Limited
by

                             Director                                 Director
-----------------------------          -------------------------------
(Print Full Name).                            (Print Full Name)


                             Director/                                Director/
-----------------------------          -------------------------------
(Print Full Name).           Secretary        (Print Full Name)       Secretary

all  together  at  The  Beren,  Blisworth  Hill  Farm,  Stoke  Road,  Blisworth,
Northampton NN7 3D8 on the 18th day of July 2000.


<PAGE>



This is the  Schedule 1 referred  to in the  preceding  Corporate  Guarantee  in
favour of BoS dated 18th July 2000.

<TABLE>
<CAPTION>


                                   SCHEDULE 1

                                  The Principal

---------- ----------------------------- ----------------------------------------------------------- -----------------
 <S>       <C>                           <C>                                                         <C>

 (i)       Name of Principal             Registered Office                                              Registered
                                                                                                          Number
---------- ----------------------------- ----------------------------------------------------------- -----------------
           Invu Plc                      The Beren, Blisworth Hill Farm, Stoke Road, Blisworth,      03375359
                                         Northampton
---------- ----------------------------- ----------------------------------------------------------- -----------------
           Invu Services Limited         The Beren, Blisworth Hill Farm, Stoke Road, Blisworth,      03319922
                                         Northampton
---------- ----------------------------- ----------------------------------------------------------- -----------------
           Invu International Holdings   The Beren, Blisworth Hill Farm, Stoke Road, Blisworth,      3340939
           Limited                       Northampton
---------- ----------------------------- ----------------------------------------------------------- -----------------

(ii)       and each company which grants an Acceding Guarantee.
           ---

</TABLE>

<PAGE>



This is the  Schedule 2 referred  to in the  preceding  Corporate  Guarantee  in
favour of BoS dated 18th July 2000.
<TABLE>
<CAPTION>

                                   SCHEDULE 2

                                  The Guarantor

---------- ----------------------------- ----------------------------------------------------------- -----------------
<S>        <C>                           <C>                                                         <C>

(i)        Name of Guarantor             Registered Office                                              Registered
                                                                                                          Number
---------- ----------------------------- ----------------------------------------------------------- -----------------
           Invu Plc                      The Beren, Blisworth Hill Farm, Stoke Road, Blisworth,      03375359
                                         Northampton
---------- ----------------------------- ----------------------------------------------------------- -----------------
           Invu Services Limited         The Beren, Blisworth Hill Farm, Stoke Road, Blisworth,      03319922
                                         Northampton
---------- ----------------------------- ----------------------------------------------------------- -----------------
           Invu International Holdings   The Beren, Blisworth Hill Farm, Stoke Road, Blisworth,      3340939
           Limited                       Northampton
---------- ----------------------------- ----------------------------------------------------------- -----------------

</TABLE>

<PAGE>


This is the  Schedule 3 referred  to in the  preceding  Corporate  Guarantee  in
favour of BoS dated 18th July 2000.

                                   SCHEDULE 3

                               Special Conditions