THIS AGREEMENT is dated the 30th day of June 1997

BETWEEN

1)        INVU SERVICES LIMITED

and

2)        DAVID MORGAN of 6 Andrews Close, Leire,Leicestershire,  LE17 5ER ("the
          Executive")

1.        PRINCIPAL TERMS

1.1       The following  words or phrases as used in this  Agreement  shall have
          the meaning set out below:

1.1..1    Appointed Capacity: Chief Executive.

1.1.2.    Board: The Board of Directors of the Company

1.1.3     Commencing Date: 1st March 1997

1.1.4     Minimum Period of Notice: 12 months

1.1.5     Required Duties: Such duties as may be vested in him by the Board from
          time to time;

1.1.6     Agreed Salary:  (pound)92,500  per annum plus quarterly  bonuses based
          upon profit  achievements as agreed by the Board;  (Note: D Morgan has
          agreed  to defer  full  salary  payments  until  the  Company  is in a
          position to pay, whereupon any pay may be backdated.

1.1.7     Motor Car: Any contract  hire vehicle at a contract  hire charge of up
          to(pound)800 per calendar month,  unless  alternative car arrangements
          are agreed  between the  parties;  1.1.8 Annual  Holidays:  25 working
          days;

1.1.9     Holiday year: 1 January to 31 December;

1.1.10    Maximum Period of Absence: 12 months;

1.1.11    Date Continuous Employment Began: 1st March 1997

2.        PERIOD EMPLOYMENT

2.1       The Company shall employ the  Executive and the Executive  shall serve
          the Company in the Appointed  Capacity unless and until  terminated by
          either  party  giving  to the other  the  Minimum  Period of Notice in
          writing, subject to the provisions of Clause 10.

2.2       No employment prior to the Date Continuous  Employment Began counts as
          part of the  Executive's  continuous  period  of  employment  with the
          Company

2.3       In any event, this Agreement will terminate on the Executive  reaching
          his 65th birthday.

3.        EMPLOYMENT FOR THE COMPANY

3.1       During his  employment  the  Executive  shall  (except  during  agreed
          holidays and unless  prevented by sickness or injury) devote the whole
          of his time,  attention and skill to the Required Duties during normal
          business  hours and at such  other  times as  necessary  to fulfil the
          Required Duties or as the Board may from time to time require.

3.2       During his employment  the Executive  shall comply with the reasonable
          instructions  of and  exercise the powers from time to time defined or
          given by the Board and shall diligently  perform his duties faithfully
          serve and  promote  the  interests  of the  Company or any  associated
          company.

3.3       The  Executive  shall work from such premises as directed by the Board
          and shall make such journeys  within and outside the United Kingdom on
          the business of the Company or any  associated  company or firm as may
          be reasonably required by the Board.

3.4       The Executive shall not (except with the written consent of the Board)
          either solely or jointly be directly or indirectly  concerned  engaged
          or interested in any other business.

3.5       Clause  3.4 shall not  operate  in  respect  of the  Executive  or his
          nominees holding any quoted investments of 5% or less of the shares or
          stock of any class of any one company.

3.6       Clause  3.4 shall not  operate  in  respect  of the  Executive  or his
          nominees holding unquoted investment in a business or businesses which
          do not  compete  directly  or  indirectly  with  the  business  of the
          Company.

3.7       The Board shall be entitled to discipline  the Executive in accordance
          with  the  Company's  Disciplinary  Procedure.  Any  grievance  of the
          executive  should be  addressed to the Board whose  decision  shall be
          final.

4.        REMUNERATION

4.1       By way of remuneration  for this services the Company shall pay to the
          Executive the Agreed Salary,  subject to the provisions of Clause 4.2.
          The  salary  shall be deemed  to  accrue  from day to day and shall be
          payable by equal  monthly  payments in arrears on or about the ( ) day
          of each month.

4.2       The Company shall review the Executive's  salary at the end of each 12
          month period but both parties agree that there may be  circumstance or
          facts relating to the Company at the date of the review which may make
          part of any intended revision unreasonable.

5.        HOLIDAYS

5.1       The  Executive  shall be entitled (in addition to the usual public and
          statutory holidays) without loss of remuneration to Annual Holidays in
          the  Holiday  Year to be taken at such time or times as the  Executive
          shall agree with the Board.

5.2       In the event the Executive does not exercise his entitlement to all or
          part  of  his  Annual  Holidays  in the  relevant  Holiday  Year,  the
          Executive shall be entitled to carry forward a maximum of five working
          days of his Annual Holidays accrued to the following Holiday Year.

5.3       On termination  of this Agreement (for whatever  reason) the Executive
          shall  be  entitled  to  salary  in lieu of  holiday  entitlement  not
          exercised  and the  Company  shall  be  entitled  to  deduct  from the
          Executive's  salary any  salary  paid for  holiday  taken in excess of
          entitlement. In this Clause, "holiday entitlement" shall refer to that
          accrued on a pro rata basis over the  Holiday  Year in respect of each
          complete month worked in the Holiday Year of termination.

6.        HEALTH PROVISIONS

6.1       In case the  Executive  shall at any time be  prevented  by illness or
          injury from  performing his duties he shall if required by the Company
          provide the Company with  evidence of such  incapacity  and the cause.
          The Executive  shall receive his full salary  payable under clause 4.1
          for one half of the Maximum  Period of Absence and half salary payable
          under Clause 4.1 for the  remaining  Maximum  Period of Absence in any
          period of 104 consecutive weeks.

6.2       The Company shall provide and maintain on behalf of the Executive, his
          wife and any  dependent  children  membership  in a BUPA Scheme or any
          other Scheme providing equivalent benefits.

7.        PENSION

7.1       The  Company  agrees  to  contribute  to  a  personal  pension  scheme
          nominated by the  Executive a sum not less than 5% of the  Executive's
          current annual salary.

8.        COMPANY VEHICLE

8.1       The  Company  shall  provide  and  maintain  for the  sole  use of the
          Executive a Motor Car and all expenses and petrol in  connection  with
          its  private  and  business  use  shall be paid or  reimbursed  to the
          Executive by the Company on  presentation  of appropriate  receipts if
          required.

8.2       A new Motor Car will be  supplied  to the  Executive  after 3 years or
          60,000 miles, whichever occurs first.

8.3       The Motor Car may be used by persons other than the Executive with the
          Executive's  permission  and provided  that such use is in  compliance
          with the Company's Motor Insurance  Policy covering the vehicle and is
          in  compliance  with the  Company's  Contract  Hire  Agreement  on the
          vehicles.

8.4       The Executive  shall not authorize any person to use the Motor Car who
          is not in possession of a valid driving license.

8.5       The  Company  reserves  the  right  to vary  the  terms  and/or  rules
          regarding Company vehicles

9.        EXPENSES

9.1       The Company shall  reimburse to the  Executive  all expenses  properly
          incurred by the  Executive in the  execution  of his  Required  Duties
          including  those  in  respect  of  travelling,   hotel,   subsistence,
          entertainment of existing or potential clients and customers and other
          out of pocket expenses on  presentation,  if requested by the Board of
          appropriate receipts of vouchers.

10.       TERMINATION OF EMPLOYMENT

10.1      On termination of this Agreement of this Agreement by whatever  cause,
          the Executive  shall resign  forthwith at the request of the Board all
          offices held by him in the Company and any associated company or firm.

10.2      On  termination  of this  Agreement by whatever  cause,  the Executive
          shall at the request of the Board  deliver up forthwith to the Company
          all  papers,  documents,  materials  and other  property  (and  copies
          thereof) in his  possession  belonging to or in any way connected with
          the business of the Company or any associated company or firm.

10.3      The Company  may  terminate  this  Agreement  without  notice or prior
          warning upon the happening of any of the following events.

10.3.1    if  the  Executive  commits  any  act of  gross  misconduct  or  gross
          incompetence; or

10.3.2    if the Executive becomes unsound of mind; or

10.3.3    if  the  Executive  becomes  bankrupt  or  makes  any  arrangement  or
          composition with his creditors; or

10.3.4    if the Executive  willfully  refuses to carry out his Required Duties;
          or

10.3.5    if the  Executive is convicted of any criminal  offence  other than an
          offense which in the  reasonable  opinion of the Board does not affect
          his  position or his  suitability  for the position he then holds with
          the Company; or

10.3.6    if the Executive  commits any conduct which in the reasonable  opinion
          of the Board  brings him, the Company,  or any  associated  company or
          firm into disrepute.

10.4      The Company may by notice in writing to the  Executive  terminate  his
          employment  under this  Agreement  giving not less than twelve  months
          notice  subject  to the 23 month  minimum  contract  period set out in
          Clause 1.1.4:

10.4.1    if the  Executive  is absent  from or unable to perform  this  Require
          Duties due to  illness,  accident  or some other cause for a period or
          periods  exceeding in all the Maximum  Period of Absence in any period
          of 104 consecutive weeks;

104.2     if the Executive  repeats or continues any material act or omission in
          breach of his  obligations  after a written warning in respect of such
          an act or omission has been given to him.

11.       POWER OF ATTORNEY

11.1      The Executive  irrevocably  appoints the Company to be his Attorney in
          his  name  and  on his  behalf  to  execute,  sign  and  do  all  such
          instruments  or things and  generally  to use the Company name for the
          purpose of giving to the Company or its  nominee  the full  benefit of
          the  provisions of this  agreement and a certificate in writing signed
          by any Director or the Secretary of the Company,  that any  instrument
          or  act  falls  within  the  authority  hereby  conferred,   shall  be
          conclusive evidence that such is the case so far as any third party is
          concerned.

12.       CONFIDENTIALITY

12.1      The Executive shall keep confidential and shall not (otherwise than in
          the course of duty)  without the  consent of the Board  divulge o make
          know to  anyone  or use for the  benefit  of  anyone  (other  than the
          Company)  the secrets of the Company or any  confidential  information
          relating  in  any  way to  the  Company's  customers  or  business  or
          manufacturing processes.

12.2      In Clause 12.1 above,  the words ("the  secretes of the Company" shall
          mean any information  which came to the Executive's  knowledge only by
          reason  of  his   employment   and  in  particular  any  knowledge  or
          information relating to:

12.2.1    the finances of the Company which are not otherwise a matter of public
          record;

12.2.2    research,  development or design of any products or proposed  products
          of the Company at the date of termination of this Agreement;

12.2.3    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 in
          respect of products or services obtained by the Company;

12.2.4    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  merchandising  or  distribution of any of the
          company's products or services.

12.3      All records  (whether on paper,  magnetic  tapes or some other medium)
          papers and  documents  kept or made by the  Executive  relating to the
          business of the Company (and all copies  thereof)  shall be and remain
          the property of the company and shall be  surrendered  to the Board on
          request of on termination.

12.4      In  this  Clause  12  references  to the  Company  shall  include  any
          associated company.

13.       NOTICE

13.1      Notice  may be  given  to  either  party  by  letter  or by  facsimile
          transmission  or telex addressed to the other party at (in the case of
          the Company) its registered office for the time being and (in the case
          of the  Executive)  his last know address and any such notice given by
          letter  shall be deemed to have been given 48 hours  after the date of
          posting or in the case of facsimile transmission or telex, at the time
          of sending.

14.       DEFINITIONS

14.1      In this Agreement the  expression an  "associated  company" shall mean
          any company which for the time being is:

14.1.1    a subsidiary  company (as defined by Section 736 of the  Companies Act
          1985) of the Company; or

14.1.2    a holding  company  (as defined by Section  736 of the  Companies  Act
          1985) of the Company; or

14.1.3    any subsidiary or holding company of any such holding company; or

14.1.4    a  company  having  an  equity  share  capital  of which not less than
          twenty-five  percent is beneficially  owned by the company or any such
          holding or subsidiary companies and the expression a "holding company"
          shall  mean any body  corporate  which I for the time  being a holding
          company  of such  company  within the  meaning  of Section  736 of the
          Companies Act 1985.

14.2      The expression  associated  firm shall man any other business which is
          in common ownership with the ownership of the Company.

15.       GOVERNING LAW

15.1      The  performance of the terms and conditions of the Agreement shall be
          governed  by  English  Law  and  shall  be  subject  to the  exclusive
          jurisdiction of the English Courts.

AS WITNESS the signature of the parties or their duly authorized representatives
on the 30th day of June 1997.

SIGNED BY /s/ Tracey Ann Falconer   )
for and on behalf of                )
INVU SERVICES LIMITED               )

In the presence of:

Name:
Address:

Occupation:


SIGNED BY DAVID MORGAN              )
                                    )

In the presence of:

Name:             /s/ D. Morgan
Address:          6 Andrews Close
                  Leire, Leicestershire, LE17 ER

Occupation:       Director