EXHIBIT 10.4


BANK OF SCOTLAND                                      BIRMINGHAM BUSINESS CENTRE
                                                      55 Temple Row
                                                      Birmingham
                                                      B2 5LS

                                                      Telephone    0121 255 2600
PRIVATE AND CONFIDENTIAL                              Fax          0121 255 2504
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The Directors,                                        Direct Line  0121 255 2533
INVU Services Ltd.,
The Berne
Blisworth Hill Farm,
Stoke Road,
Blisworth,
Northants, NN73DB

                               19th October, 2001

Overdraft Facility

The Bank is pleased to offer an overdraft facility to the undernoted Borrower on
the following terms and conditions ("this Offer"):

1.      Main Financial Provisions

        1.1.     Name and Address of each Borrower:
<TABLE>
<CAPTION>

                  <S>                          <C>                                       <C>
                  INVU Services Ltd.           INVU International Holdings Ltd.          INVU Plc
                  The Berne,                   The Berne,                                The Berne,
                  Blisworth Hill Farm,         Blisworth Hill Farm,                      Blisworth Hill Farm
                  Stoke Road,                  Stoke Road,                               Stoke Road,
                  Blisworth,                   Blisworth,                                Blisworth,
                  Northants, NN7 3DB.          Northants, NN7 3DB.                       Northants, NN7 3DB.

</TABLE>

         Where there is more than one Borrower any  reference to "the  Borrower"
         shall mean and include  each of the above and their  obligations  under
         this facility shall be joint and several.

1.2.     Overdraft limit:  (pound)200,000
         Business Visa     (pound) 10,000

1.3.     An  Arrangement  Fee of  (pound)2,000  is payable on acceptance of this
         Offer. Bank charges in relation to the facility will also be payable in
         accordance  with the Bank's  tariff issued to the Borrower from time to
         time.

1.4.     The  expression  "the Cleared  Debit  Balance" is used in the following
         paragraphs.  It means,  at any time,  the amount due to the Bank by the
         Borrower on any applicable account, ignoring any payments which are not
         "cleared  funds".  The expression  "cleared funds" means cash and other
         payments into an applicable account but not including cheques until the
         Bank has actually received payment from another bank.

1.5.     All  overdrafts   are  repayable  on  demand,   so  the  Borrower  must
         immediately  pay the Bank the Cleared Debit  Balance on the  Borrower's
         account(s)  (plus  interest  and  charges  accrued  but not yet added),
         whenever the Bank  requires  the  Borrower to do so. The facility  will
         cease to be available as from the date of any such demand.  Please note
         that in some  circumstances  the Bank may  demand  payment  before  the
         Review Date given in paragraph  1.6 below,  this may happen if the Bank
         considers that:

         (a)      any of the  terms or  conditions  of the  facility  have  been
                  breached; or

         (b)      the  financial  condition  of the  Borrower has altered in any
                  way; or

         (c)      the   facility  was  agreed  on  the  basis  of  incorrect  or
                  incomplete information from the Borrower; or

         (d)      the basis upon which the  facility  was agreed by the Bank has
                  altered in any material way.

1.6.     The Bank will review the facility on 30th September,  2002 (the "Review
         Date");  the  facility  will cease to be  available at that date at the
         latest (unless before then the Bank has specifically agreed to renew or
         extend the facility).

1.7.     Interest will be  calculated  by the Bank on a day-to-day  basis on the
         Cleared Debit Balance on the Borrower's  account(s).  Interest accruing
         will be applied to the Borrower's  account(s)  monthly. A notice of the
         accrued interest will be issued each month and interest applied 14 days
         after the date of the notice.  The  interest  rate will be 2% per annum
         over the Bank's Base Rate, as fluctuating from time to time.

1.8.     The  Bank's  Base  Rate at the date of this  Offer  is 4.5% per  annum.
         Changes  are  notified  in  national  newspapers  and  all  the  Bank's
         Branches.

1.9.     The Borrower must at all time provide  sufficient  funds to ensure that
         the Cleared Debit Balance on the  Borrower's  account(s)  never exceeds
         the  overdraft  limit set out in 1.2 above  (unless the Bank  otherwise
         agrees).

1.10.    The  Borrower  must not exceed the  overdraft  limit  specified in this
         Offer,  and the Bank may  refuse  to pay a cheque  (or  allow any other
         payment or withdrawal)  which would have that effect.  If the Bank does
         pay such a cheque or allows such payment or  withdrawal,  that does not
         mean that the overdraft limit has changed,  or that the Bank will agree
         to pay any other  cheque or meet any other  payment  instruction  which
         would have the effect of exceeding that limit.  Unless otherwise agreed
         by the Bank,  any debit  balance of the facility  over the agreed limit
         and,  where the  facility  has ceased to be  available  (whether on the
         Review  Date or by  earlier  demand)  the total  debit  balance  of the
         facility,  will attract interest at the Bank's unauthorised rate, which
         will be 4% per annum over the Bank's  Base Rate,  as  fluctuating  from
         time to time.

1.11.    As from the date on which the  facility is made  available by the Bank,
         the  Borrower  ceases  to be  entitled  to use any  overdraft  facility
         previously made available by the Bank.

2.       Use of Facility

         The facility may be used only for working capital purposes.

         Where  the  facility  is to be used for the  purchase  of an asset  (or
         assets) or property then any proceeds of sale of such asset (or assets)
         or property  shall be paid to the Bank in reduction or repayment of the
         facility.

3.       Financial Information

         Throughout  the  period  the  facility  is  available   (including  any
         extension of the  facility) the Borrower must provide the Bank with the
         following financial information in relation to the Borrower.

                  Annual audited financial statements, within seven months after
                  the end of the financial year to which they relate;

                  Quarterly management accounts,  within six weeks after the end
                  of the period to which they relate.

4.       EMU Compliance

         If the  introduction  of,  changeover  to or  operation  of a single or
         unified European currency results in:

         (1)      the  currency in which the  facility  is provided  changing or
                  being  replaced  or  the  Bank  (in  its  reasonable  opinion)
                  requiring to amend either this facility letter or the Security
                  due to changes in price sources for any European  Union member
                  state  national  currency  or the  ECU or  market  conventions
                  relating to the calculation of interest; and/or

         (2)      the Bank incurring an additional or increased cost in relation
                  to its providing the facility;

         then the Borrower  agrees that in the case of (1) above, it will permit
         the  facility  letter  and/or the  Security to be amended to the extent
         necessary (in the Bank's  reasonable  opinion) to reflect those changed
         circumstances  and in the case of (2) above,  to indemnify  the Bank in
         respect of that additional or increased cost.

5.       Additional Conditions

         Conditions Precedent

         Satisfactory references to be obtained on Vertical Investments Ltd.

         Overdraft facilities available on a "group" basis.

         The Bank agrees with the Borrower(s) that the Borrower(s) may operate a
         number of bank  accounts on which the  facility  may be drawn.  For the
         purpose of ascertaining  compliance with the facility and the Overdraft
         limit the Bank  shall  notionally  set off the credit  balances  of the
         Borrower(s)  account(s)  against the debit balances of the  Borrower(s)
         account(s) and the Bank shall be entitled to refuse to pay any cheques,
         orders or  withdrawals on any one or more of the  Borrower(s)  accounts
         where such payments  would result in the  Overdraft  limit (taking into
         account the amounts  notionally  offset) being  exceeded.  The Bank may
         exercise its legal right to actually offset creditor  balances  against
         any debtor balances of the Borrower(s) account(s) at any time.

6.       Security

         The following  security  already held by the Bank shall be available as
         security for the amounts owing to the Bank under this Offer (as well as
         for any other amounts covered by that security):

         Mortgage  Debentures  dated  19th  July,  2000 over the  assets of INVU
         Services Ltd., INVU plc and INVU International Holdings Ltd. - Priority
         limited to (pound)800,000 plus interest and charges.

         Corporate Cross Guarantees between all the above companies.

         Corporate Guarantee  for (pound)800,000 from Vertical  Investments Ltd.
         guaranteeing all liabilities of INVU Services Ltd.

         Any  security  which  may  subsequently  be held by the  Bank  shall be
         available to secure the amounts  owing to the Bank under this Offer and
         all other sums due to the Bank,  to the full  extent  that the terms of
         such security permit.

         A charge  of  (pound)Nil  will be made to  cover  the  Bank's  security
         administration  costs and will be debited on  acceptance of this Offer.
         This is in addition to the costs and expenses of any firm of solicitors
         employed by the Bank to complete the  documentation  and procedures for
         the above security requirements which will be paid by the Borrower.

7.       Time Limit for Acceptance of Offer

         To accept this Offer,  each  Borrower  named in paragraph  1.1.  should
         please sign below where  indicated,  and the completed  Offer should be
         returned to the Bank at the above  address  within one  calendar  month
         from the date of this Offer.  A duplicate of this Offer is enclosed for
         the  Borrower to keep.  Where the  Borrower  does not return this Offer
         indicating acceptance,  then, this Offer will nevertheless be deemed to
         be accepted  should the Borrower  proceed to use the facility within or
         after that one month  period,  and any drawing  shall be deemed to be a
         drawing  under this Offer as  opposed to under any  previous  facility.
         Where  there is more than one  Borrower,  then  (unless the Bank agrees
         otherwise)  deemed  acceptance  of this Offer  shall apply only to each
         Borrower using the facility within or after that one month period.

You should  consult your lawyer,  accountant or other  independent  professional
advisor before entering into this agreement.





   /s/                                      Date of Offer:
------------------------------------
For and on behalf of the Bank

I/We accept the above Offer.

Signed:   /s/ David Morgan                  Date of signing:   29th October 2001
        ----------------------------                        --------------------









For and on behalf of INVU Services Ltd.              /s/ David Morgan
                                            ------------------------------------

For and on behalf of INVU International
Holdings Ltd.                                       /s/ David Morgan
                                            ------------------------------------

For and on behalf of INVU Plc.                       /s/ David Morgan
                                            ------------------------------------


                                            Address
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Date
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Note:  Witnesses are not needed where the Borrower is a Company