10 January 1999


Mr. J. Agostini
19 Priors Park
Emerson Valley
Milton Keynes

MK42 2BT

Dear John:

Further to recent  discussions,  I have  pleasure  in  confirming  the terms and
conditions of our offer of employment below:

Position & Duties

1.       Your position will be as Finance  Director of INVU Services Limited and
         you will be directly  responsible to David Morgan,  President and Chief
         Executive Officer.

2.       Your  employment  will commence on 1st February  1999. You should bring
         your P45,  along  with your  SSP(L) if you  provided  by your  previous
         employer as soon as possible.

3.       Your salary will be(pound)62,500 per annum payable monthly in arrears.

4.       All bonus schemes are subject to regular reviews by the Company. Please
         note that no bonus is payable once notice to terminate this contract of
         employment has been given by either party.

5.       Your  basic  working  hours  will be from  9:00 am to 5:30 pm Monday to
         Friday  with one hour lunch  period  per day,  but due to the nature of
         your  employment  you may be required to work extra hours.  Overtime is
         not  payable,  nor is time in lieu  given to  employees  other  than in
         exceptional circumstances at the sole discretion of the Directors.

6.       You will be on a  probationary  period of six months  during which your
         employment  may be terminated by the Company  without  notice or by you
         with one month's notice, and thereafter your employment will be subject
         to  one  month's  notice  by  either  party.  In  the  event  of  gross
         misconduct, the Company may terminate your employment forthwith.

7.       The  Company  will  reimburse  travel  and  other  reasonable  expenses
         incurred in connection  with the Company's  business on presentation of
         the  company's  expense  claim form duly  approved  and signed by David
         Morgan.

Holidays

You will be entitled to 20 working days holiday per year, plus public  holidays,
starting 1st January each year and ending 31 December each year New starters and
leavers  will  not be  entitled  to a full  20  days  per  year,  but  only to a
proportionate number of days based on the following calculation of 1.67 days per
month,  which will be  accumulated  and rounded up to the  nearest  full day for
employees with less than a year's service.

The holiday  entitlement  can only be taken at a time agreed with your  manager.
Annual lave not taken during a leave year up to a limit of five days can only be
carried  forward to the next leave year with the written  consent of  management
after  application by you for permission for this to be agreed.  Subject to this
arrangement,  annual lave not taken in accordance  with the above paragraph will
be forfeit.

If at the termination of your  employment  with the Company,  you have a holiday
entitlement  which you have not yet taken, you will normally re required to take
that leave during any period of notice  given to or by you. If at the  effective
date of termination of your  employment  there is still annual leave due to you,
subject to the  provisions of the  following  paragraph you will be paid accrued
pay in respect of those days at the rate  applicable to holiday pay at the time.
This  payment  will be in  addition  to any other  payments  due to you from the
Company.  If at the  termination of your  employment you have taken more holiday
than is due to you,  such excess will be deducted  from any moneys due to you or
if such amount is  insufficient  you will be  required  to pay the  excess.  If,
however,  you are dismissed,  or leave the company's  service without giving due
notice in accordance with your contract of employment, no entitlement to accrued
holiday pay will exist.

Company Vehicles

You will be  provided  with a Company car to a maximum of  (pound)772  per month
contract hire inclusive of maintenance and VAT. All fuel will be paid for by the
Company.  Company  vehicles  are to be  driven  only by  Company  employees  and
specially authorized  personnel.  The Company cannot be held responsible for any
fines incurred by individuals.  Regular  drivers of Company  vehicles are solely
responsible  for  ensuring  that their  vehicles  are  properly  maintained  and
serviced  at  the  appropriate  times.  Frequent  checks  must  be  made  on the
following: brakes, lights, batteries, mirrors, windscreen wipers, water, oil and
tyres,  including spare. All Company vehicles must be kept clean and tidy inside
and out. Your manager may, at any time,  ask to inspect your vehicle and require
you, if necessary, to clean the vehicle as soon as possible.

Should an  employee  be  involved in an  accident,  it is  imperative  that full
particulars of the third party are obtained,  and in  particular,  the names and
addresses of independent witnesses. Since in the view of the driver, an accident
is always the fault of the other driver,  the support of an independent  witness
is of material  value.  Any person  involved in an accident  shall be personally
responsible  for the cost of any repairs  necessitated  to any  Company  vehicle
which is involved in any  accident or incurs  damage  whilst under their care or
control  up to a limit  of  (pound)300  per  accident.  Should  the  company  be
successful  if obtaining  reimbursement  of damaged costs from any third parties
involved,  any sums of money  deducted  from that person will be  refunded.  The
method of operating the above arrangement will be as follows:

1.        Immediately  notification of damage to the vehicle under your care and
          control is received,  salary  department  will be instructed to deduct
          two equal  installments of (pound)150,  a total of (pound)300 from the
          next two salary payments due to you.

2.        On receipt on the  repairer's  final  account,  if the sum invoiced is
          less than(pound)300 the balance will be refunded to you.

3.        If and when our brokers or insurers  are able to obtain  reimbursement
          of the  full  cost  of  repairs  to the  company  vehicle,  the sum of
          (pound)300 or such less amount as is  applicable  if a partial  refund
          has been made, will be refunded to you.

4.        If a partial  recovery of the damaged  costs is  obtained,  the amount
          chargeable  to  you  will  be  assessed  as  the  same  percentage  of
          (pound)300  as the  unrecovered  cost of  damages  bears to the  total
          damage costs.  If the total damage costs are less than (pound)300 then
          the percentage shall apply to the total damaged costs.

5.        If any accident is not reported within 7 days of the  occurrence,  the
          Company will then hold you personally  responsible  for the whole cost
          of any resultant repairs.

6.        When the car is left  unoccupied  articles (both personal and Company)
          must be locked in the boot or glove  compartment  and the vehicle must
          be made as secure as  possible  by closing all windows and locking all
          doors. Drivers of hatch backs and estate cars should ensure, so far as
          it is  possible,  that  contents  are not  visible  from the  outside.
          Personal and Company effects must not be left in vehicles overnight. A
          claim for contents  will not be  entertained  unless theft occurs from
          the locked  glove box or boot.  All thefts of  property  from  Company
          vehicles must be reported to the police  immediately  upon  discovery.
          Failure to do so may  prejudice  any  insurance  claims.  The name and
          officer and his station should be noted.  The Company and its insurers
          reserve  the right to refuse any claim,  where,  in its  opinion,  all
          reasonable  care  and  precaution  had not be  taken  to  protect  the
          possessions against lost or damage.

The  Company  reserves  the right to amend  its  policy in  respect  of  Company
vehicles at any time.

Sickness

In the event of absence  through  illness you are  required  (or someone on your
behalf is required) to telephone your immediate manager,  or leave a message, no
later  than 9:30 a.m.  on the  morning of your  first day of  absence.  You will
receive full pay for 10 days absence due to personal  sickness in a period of 12
months  immediately  prior to the day or part day sickness,  i.e. if a person is
sick on 2nd November 1997 then the total days sickness from 3rd November 1996 up
to and including  2nd November  1997 will be counted.  If these do not exceed 10
then  payment  will be made.  Payment  in  excess of 10 days sick will be at the
discretion of the  Directors.  If you are eligible for Statutory  Sick Pay (SSP)
this will form part of the above  payment.  In cases  where a period of sickness
lasts for less than five days, a self certification  form must be completed.  If
your sickness exceeds more than five days you must obtain a Doctor's Certificate
and  send  it by  post  or  by  hand  to  your  immediate  manager.  If  further
certificates are required, these must similarly be submitted by you.

Maternity Pay

Statutory provisions are adhered to with regard to maternity pay.

Pension

The  Company  does  not  currently  operate  a  pension  scheme,  but  you  will
participate  fully in the State pension  scheme.  A contracting  out certificate
under the Social  Security  Pensions Act 1975 is not in force in respect of your
employment with the Company.

Design & Developments

Ownership of any design, copyright, development, enhancement and/or intellectual
property  right  work  carried  out in the  course of and/or  arising  from your
employment  shall vest  solely  with INVU  International  Holdings  Limited,  an
associate company of INVU Services Limited.  Without prejudice to the generality
of  the  foregoing  this  provision   shall   particularly   apply  to  software
developments.

Employee's General Obligations

1.        During the  continuance  of your  employment  you will  faithfully and
          diligently  serve the  Company and will  perform the duties  which may
          from time to time be  assigned to you by the Company of any officer of
          the  Company  placed in  authority  over you,  and you will devote the
          whole of your time and  attention to such  services,  and at all times
          comply  with and obey all lawful  instructions  of the  Company of any
          officer as aforesaid,  and will in all respects  conform to and comply
          with the directions and  regulations  made and given by them or either
          of them in relation to the business or trade of the Company and to the
          best of your skill and ability to serve and promote the  interests  of
          the  Company and will not at any time except in the case of illness or
          unavoidable  accident  absent yourself from the service of the Company
          without  the  consent of the  proper  officer  of the  Company  having
          jurisdiction over you. In the event of absence for medical reasons you
          must furnish such an officer with a satisfactory  medical  certificate
          from some reputable  medical officer  acceptable to the Company at the
          earliest opportunity.

2.        You will not during the term of your  employment with the Company use,
          divulge or disclose  to any person,  firm or Company any of the secret
          concerns,  affairs or information of or concerning the business of the
          Company which you may acquire in the course of or as incidental to the
          Company hereunder.

3.        You will not during the continuance of your employment,  except in any
          case when the Company  may second  your  services to any of its allied
          interests,  directly  or  indirectly  work for or be  employed  in any
          capacity or for any purpose whatsoever by any person, firm, Company or
          concern  other than the  Company  and you will not without the written
          consent of the Company's  board of Directors first obtained be engaged
          or interested  either  directly or indirectly  in any  undertaking  or
          business of any nature whatsoever other than the Company's business or
          undertaking.

4.        All  books,  diaries,   documents,   papers,  letters,   memoranda  or
          communications  in writing  during your  employment by the Company you
          may make or  cause  to be made or  receive  from  the  Company  or any
          officer  thereof  or which by any  other  means  shall  come into your
          possession  upon any matters  relating to the affairs or  customers of
          the Company shall be treated as  confidential  and shall be and remain
          the  property  of the  Company  and you  shall not make  (except  upon
          instructions  from one of the Directors of the Company) any copy of or
          extract from any such documents and further you shall upon the request
          of the board of  Directors  forthwith  delivery  upon the said several
          documents or any of them or any copies of or extracts therefrom as the
          board shall direct.

5.        You will not any time  hereafter  in any way make  known or divulge to
          any person, firm or Company any of the methods,  systems or appliances
          or any  manufacture  carried on by the Company or the  ingredients  or
          substance  whereof the same are  composed or the terms on which or the
          persons  of the  companies  to whom  the  same are sold or the cost of
          making the same or any of the  affairs  of the  Company  whether  such
          information  is  or  was  acquired  by  you  in  the  course  of  your
          employment.

6.        If you shall at any time  commit  any  disobedience,  insubordination,
          misconduct or break any terms of this agreement or become  inefficient
          or unsatisfactory in the discharge of your duties under this agreement
          or be found unfit or incompetent  for the discharge of the said duties
          on account of illness  caused by your own fault or neglect as to which
          a certificate  of a reputable  medical  practitioner  nominated by the
          Company  shall be final and binding  the Company  shall be entitled in
          accordance with the terms and conditions of the Employment  Protection
          Act to terminate your contract.

7.        You will  inform the Company  immediately  if your spouse or any other
          member of your  household is engaged by any competitor of the Company.
          The  Company  reserves  the  right to give  notice to  terminate  this
          contract is such case.

8.        You may not write  letters  to the Press in any way  referring  to the
          Company without the prior permission of the Company.

9.        You will keep the Company informed of current details as to your name,
          address, marital status, next of kin and any circumstances which might
          affect the Company  insurance  cover. You will also inform the Company
          immediately in the event that you are convicted of a criminal  offense
          other than a motoring offense not involving an endorsement of license,
          giving details of the offense and penalty.

10.       It is your  obligation  to ensure  that you take no action and make no
          statement  (or omit to take any  action or make any  statement)  which
          constitutes  unlawful  discrimination  or results in the Company being
          the subject of  proceedings  (whether  civil or  criminal)  before any
          court  or  tribunal  or of  any  investigation  pursuant  to  the  Sex
          Discrimination  Act 1975 or the Race  Relations Act 1976 in respect of
          such act or omission.

If such proceedings or such investigation is commenced in respect of the Company
and it believes that you  performed the act or made the statement  complained of
or omitted to perform the act or make the statement  complained of, it will rely
on the defense that you alone are  culpable and that you have no authority  from
the Company to act in this way.

Obligations after Termination

1.        As the employee in the course of their  employment is likely to obtain
          knowledge  of the  Company's  trade  secrets  and  other  confidential
          information  and in order to  protect  such  trade  secrets  and other
          highly  confidential   information,   the  employee  agrees,   without
          prejudice  to any other duty  implied by law or equity that  following
          the  termination of this agreement (for whatever reason and whether or
          not the  Company  shall have been in breach of this  contract  whether
          repudiatory or otherwise) not to disclose or make use of the Company's
          trade secrets and other highly confidential information.

2.        The Company's trade secrets and other highly confidential  information
          referred to in the above paragraph means any information which came to
          the employee's  knowledge  only by reasons of their  employment and in
          particular any knowledge or information relating to:

o         not otherwise a matter of public record;

o         research,  development or design of any products or proposed  products
          of the Company at the date of termination of this agreement.

o             Lists,  whether  written or not,  of  customers  or clients of the
              Company's  products or services and details of any  agreements  or
              arrangements made between the Company and its customers or clients
              or  suppliers  in respect of products or services  obtained by the
              Company or furnished to the Company;

o             the  information  collected  for or  the  results  of  any  market
              researches  or plans  undertaken by or on behalf of the Company in
              respect of the manufacture  conversion merchanting or distribution
              of any of the Company's products or services.

3.       As the employee in the course of their  employment  will have  dealings
         with the  customers of the Company and in order to protect the goodwill
         and trade  connections  of the  Company,  the employee  agrees  without
         prejudice  to any other duty implied by law or equity,  that  following
         the termination of this agreement (and whether or not the Company shall
         have been in breach of this contract whether  repudiatory or otherwise)
         they will not:

o             during the  restraint  period,  solicit or deal with or discourage
              from  dealing  with the  Company  any person  firm or Company  who
              during  the last six  months of the  employee's  employment  was a
              prospective  customer of the Company. A prospective customer shall
              mean a person,  firm or Company with whom the employee or to their
              knowledge any other employee of the Company had discussions with a
              view to  obtaining  an order for the Company and where the Company
              at the date of termination of this agreement had  expectations  of
              receiving  an order for the  Company  and where the Company at the
              date  of  termination  of  this  agreement  had   expectations  of
              receiving an order;

o             for a period of six months within the  restraint  area carry or be
              engaged,  concerned  or  interested  in any capacity in a business
              which (or provide advice to any business  concern which)  competes
              with a business  carried on (or  proposed to be carried on) by the
              Company during the course of this agreement.

In this clause:

o             "The  Company"  and  all  references  thereto  shall  include  any
              associated Company;  "Restraint Period" means six months following
              the date of leaving the Company;  "Restraint  Area" means within a
              15 mile radius of and  including  all  business  locations of INVU
              Services Limited.

o             The  restrictions  shall  apply  to  the  employee  acting  in any
              capacity  whether  as  principal,   agent,  partner,   consultant,
              employee, Director,  shareholder or otherwise and whether directly
              or indirectly (including through any firm, person or Company).

o             Each of the  restrictions  in this clause shall be  considered  as
              separate  obligations accepted by the employee and the enforcement
              or  enforceability  of any one  restriction  shall not  affect the
              enforcement or enforceability of the remaining restrictions.

o             The parties agree that the clauses above are reasonable but in the
              event that any clause part thereof are deemed  unreasonable due to
              the length of time or area stated or for any other  reasons,  such
              clause or part thereof  shall be amended to such length of time or
              area of other limitation as is deemed reasonable.

Grievance Procedure

If you have any grievance relating to your employment you should raise it orally
with your manager.  If the matter is not resolved within seven working days, you
may raise it in writing  with your  immediate  superior who will make a decision
about the matter  within the next seven  working  days. A copy of the  Company's
grievance procedure is attached to this contract.

Disciplinary Procedure

A copy  of the  Company's  disciplinary  rules  and  disciplinary  procedure  is
attached to this contract and employees are asked to read it carefully.

Health & Safety at Work

The Company undertakes to observe all duties imposed on it by statute to protect
and preserve the health,  safety and welfare at work of its staff. You undertake
to observe  all duties  imposed on you, as an employee by statute to protect and
preserve the health, safety and welfare of yourself and other persons at work.

Applicable Law

This contract will be governed and construed in accordance with English Law.

In order to  indicate  your  agreement  to these  terms and  conditions  of your
employment,  will you please sign the enclosed copy of this letter and return it
in the confidential envelope provided.

This does not  constitute  a formal  offer  until we formally  acknowledge  your
acceptance of these terms.

I would like to take this  opportunity  to welcome  you as an  employee  of this
Company and wish you a successful future.

Yours sincerely

/s/ Tracey Falconer

T A FALCONER (MRS)

Manager, Administration

I AM IN AGREEMENT WITH THE TERMS AND CONDITIONS OF EMPLOYMENT AS DETAILED IN THE
ABOVE LETTER AND ENCLOSED DOCUMENTS.

Signed: /s/ J C Agostini            Date: 20th January 1999