AMENDMENT NUMBER ONE TO
                    CONVERTIBLE DEBENTURE PURCHASE AGREEMENT

         This  Amendment  Number  One  (this  "Amendment")  to  the  Convertible
Debenture Purchase Agreement,  with the schedules and exhibits thereto, dated as
of  May  1,  2000  (the  "Agreement")  by  and  among  INVU,  Inc.,  a  Colorado
corporation, with its executive offices at The Beren, Blisworth Hill Farm, Stoke
Road, Blisworth,  Northamptonshire (the "Company"), and the purchasers listed on
Schedule  1 to the  Agreement  is dated  May 22,  2000.  Capitalized  terms  not
otherwise  defined in this Amendment shall have the meanings ascribed to them in
the Agreement.

         Section  1.  Section  4(c)(i) to the form of  Debenture  annexed to the
Agreement as Exhibit A is hereby amended to read as follows:


                  (c) (i) The  Conversion  Price for each Debenture in effect on
any  Conversion  Date shall be the lesser of (X) [the lower of  US$1.875  or one
hundred twenty-five percent (125%) of the average Per Share Market Value for the
five (5)  Trading  Days  immediately  prior to the  Closing  Date]  (the  "Fixed
Conversion Price") or (Y) seventy five percent (75%) of the average of the three
(3) lowest  Per Share  Market  Value  prices  during the thirty  (30) day period
immediately  preceding the Conversion Date ("Floating  Conversion  Price").  The
conversion  of the  Debentures  is subject to the  Limitation  on  Conversion in
Section 4.19 of the Purchase Agreement as set forth below.


                  "In  addition  to  and  not in  lieu  of  the  limitations  on
                  conversion  set forth in the  Debentures,  the  conversion and
                  exercise  rights  of each of the  Purchasers  set forth in the
                  Debentures and the Warrants, as applicable,  shall be limited,
                  solely to the extent  required,  from time to time, such that,
                  unless each of the  Purchasers  give written notice 75 days in
                  advance  to the  Company  of their  intention  to  exceed  the
                  Limitations of Conversions as defined herein,  with respect to
                  all  or  a  specified   amount  of  the   Debentures  and  the
                  corresponding  number of the Underlying Shares, in no instance
                  shall the maximum  number of shares of Common  Stock which the
                  Purchasers  (singularly,  together with any Persons who in the
                  determination   of  such   Purchasers,   together   with  such
                  Purchasers, constitute a group as defined in Rule 13d-5 of the
                  Exchange Act) may receive in respect of any  conversion of the
                  Debentures,  or exercise of the Warrants,  exceed,  at any one
                  time,  an amount  equal to the  remainder  of (i) 4.99% of the
                  then  issued  and  outstanding  shares of Common  Stock of the
                  Company  following such  conversion or exercise minus (ii) the
                  number of shares of Common  Stock of the Company then owned by
                  any of the  Purchasers  (including  any shares of Common Stock
                  deemed  beneficially  owned due to ownership of the Debentures
                  and Warrants) (the foregoing  being herein  referred to as the
                  "Limitation  on  Conversion");  provided,  however,  that  the
                  Limitation  on  Conversion  shall not  apply to any  forced or
                  automatic  conversion by the Company  pursuant to Section 4(i)
                  and Section 5 of the Debentures and, provided,  further,  that
                  if 10 Business Days have elapsed  since any of the  Purchasers
                  shall  have  declared  an Event of  Default  (as that  term is
                  defined in the  Convertible  Debenture)  and the Company shall
                  not have cured such Event of Default,  the  provisions of this
                  Section  4.19 shall be null and void from and after such date.
                  The Company  shall,  promptly  upon its receipt of a notice of
                  conversion  tendered  by any of the  Purchasers  (or its  sole
                  designee)  under the Debentures,  as applicable,  and upon its
                  receipt  of a  notice  of  exercise  under  the  terms  of the
                  Warrants,  notify such Purchaser by telephone and by facsimile
                  of

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                  the number of shares of Common Stock  outstanding on such date
                  and the number of Underlying Shares which would be issuable to
                  such Purchaser (or its sole  designee,  as the case may be) if
                  the  conversion  requested  in such  notice of  conversion  or
                  exercise requested in such notice of exercise were effected in
                  full, whereupon,  notwithstanding anything to the contrary set
                  forth in the  Debentures or the Warrants,  such  Purchaser may
                  within one Trading  Day of its  receipt of the Company  notice
                  required  by  this  Section  4.19  by  facsimile  revoke  such
                  conversion  or  exercise  to the  extent (in whole or in part)
                  that it  determines  that such  conversion  or exercise  would
                  result in such  Purchaser  owning  shares  of Common  Stock in
                  excess of the Limitation on Conversion."

         Section 2. All other  provisions of the Agreement  shall remain in full
force and effect.

         Section 3.  This Amendment may be executed in counterparts.
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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first indicated above.

                                                   Company:

                                                   INVU, INC.



                                                   By:  /s/ David Morgan
                                                        ------------------------
                                                        Name: David Morgan
                                                        Title:    President

                                                   Purchasers:

                                                   GEM GLOBAL YIELD FUND LIMITED



                                                   By:
                                                       -------------------------
                                                       Name:
                                                       Title:

                                                   TURBO INTERNATIONAL LTD.



                                                   By:
                                                       -------------------------
                                                       Name:
                                                       Title:



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