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

                                    DEBENTURE

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






                                       by

                       INVU INTERNATIONAL HOLDINGS LIMITED

                                   in favor of

                                BANK OF SCOTLAND

                                BANK OF SCOTLAND

                                LEGAL OPERATIONS


<PAGE>



CLAUSES                                                            PAGE
-------                                                            ----

1.       Covenant to pay                                             1

2.       Demands or Notices                                          1

3.       Charging provisions                                         1

4.       Security to be continuing                                   4

5.       Continuing obligations                                      4

6.       Continuing obligations in respect of Assets                 4

7.       Appointment of Receiver                                     5

8.       Power of Attorney                                           6

9.       Application of security proceeds                            6

10.      Dealings with property requiring BoS consent                7

11.      BoS power of sale                                           7

12.      Company to meet BoS expenses                                7

13.      Operating of Company's account with BoS                     7

14.      BoS right of set-off                                        8

15.      Company's authority to release information                  8

16.      Appointment of Investigating Accountant                     8

17.      Power to grant Debenture                                    8

18.      Definitions                                                 8

19.      Governing Law                                               9



<PAGE>


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


                                    DEBENTURE

This DEBENTURE is made by:

INVU  INTERNATIONAL  HOLDINGS  LIMITED  (Company  Number  3340939)  of The Beren
Blisworth Hill Farm Stoke Road  Blisworth  Northamptonshire  NN73DB  (registered
office)  (the  "Company")  in favor of The  Governor  and Company of the Bank of
Scotland ("BOS").

                       Definitions are given in Clause 18.

1.       Covenant to Pay
         ---------------

         The  Company  covenants  that it  will  on  demand  in  writing  pay or
discharge the Secured Liabilities.

2.       Demands or Notices
         ------------------

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

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

         2.3      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;

         2.4      A  certificate  by any  manager  or  officer  of BOS as to the
                  amount of the Secured Liabilities or any part of them will, in
                  the absence of manifest  error,  be conclusive  and binding on
                  the Company.

3.       Charging provisions
         -------------------

         3.1      The company  charges to BOS as a continuing  security and with
                  full  title  guarantee  for the  payment or  discharge  of the
                  Secured Liabilities:

                  3.1.1    by  way  of  legal  mortgage  all  the  freehold  and
                           leasehold  and  leasehold  property   (including  the
                           property  described in the Schedule) now vested in it
                           whether  or  not  the  title  to  the   property   is
                           registered at H.M.  Land  Registry  together with all
                           present  and future  buildings,  fixtures  (including
                           trade and  tenant's  fixtures),  plant and  machinery
                           which are at any time on the property

                  3.1.2    by way of fixed charge:

                           3.1.2.1  all future  freehold and leasehold  property
                                    belonging to the company  together  with all
                                    buildings,  fixtures  (including  trade  and
                                    tenant's  fixtures),   plant  and  machinery
                                    which are at anytime on the property;

                           3.1.2.2  all  present  and  future  interests  of the
                                    Company in or over land or the  proceeds  of
                                    sale  of  it  and  all  present  and  future
                                    licenses of the Company to enter upon or use
                                    land and the benefit of all other agreements
                                    relating  to  land  to  which  it is or  may
                                    become party or  otherwise  entitled and all
                                    fixtures   (including   trade  and  tenant's
                                    fixtures),  plant and machinery which are at
                                    any time on the property  charged under this
                                    Debenture;

                           3.1.2.3  all  the  company's  goodwill  and  uncalled
                                    capital for the time being;

                           3.1.2.4  all  present and future  stocks,  shares and
                                    other securities owned (at law or in equity)
                                    by the company and all rights and  interests
                                    accruing  or offered at any time in relation
                                    to them  all  rights  and  interests  in and
                                    claims under all  policies of insurance  and
                                    assurance  held or to be held by or  inuring
                                    to  the  benefit  of  the  Company  and  the
                                    benefit  of all  rights  and claims to which
                                    the Company is now or may be entitled  under
                                    any contracts;

                           3.1.2.5  all patents, patent applications, trade
                                    marks,  trade  mark  applications,   trading
                                    names,    brand   names,    service   marks,
                                    copyrights,   rights   in  the   nature   of
                                    copyright, moral rights, inventions,  design
                                    rights,   registered   designs,   all  trade
                                    secrets  and  know-how,   computer   rights,
                                    programs,  systems,  tapes, disks, software,
                                    all  applications for registration of any of
                                    them and other intellectual  property rights
                                    held  or to be  held  by the  Company  or in
                                    which  it  may  have  an  interest  and  the
                                    benefit of all present and future agreements
                                    relating  to  the  use  of or  licensing  or
                                    exploitation  of any such  rights  (owned by
                                    the  Company or others)  and all present and
                                    future  fees,  royalties  or similar  income
                                    derived  from  or  incidental  to any of the
                                    foregoing in any part of the world;

                           3.1.2.6  all  present and future book and other debts
                                    and monetary  claims of the Company  whether
                                    payable now or in the future and the benefit
                                    of all present and future  rights and claims
                                    of  the  Company   against   third   parties
                                    relating   to  them  and  capable  of  being
                                    satisfied  by the  payment of money (save as
                                    charged under sub-clause 3.1.2.4);

                           3.1.2.7  all present and future  plant and  machinery
                                    not  otherwise  charged  under this Clause 3
                                    and all other present and future channels of
                                    the Company  (excluding  any of the same for
                                    the time being forming part of the Company's
                                    stock in trade or work in progress); and

                           3.1.2.8  all present and future bank  accounts,  cash
                                    at bank and credit  balances  of the Company
                                    with any bank or other person whatsoever and
                                    all rights  relating  or  attaching  to them
                                    (including the right to interest);

                  3.1.3    by  way  of  floating   charge  all  the  Assets  not
                           effectively  otherwise  charged  by  this  Clause  3,
                           including (without limitation) any immovable property
                           of the Company in Scotland and any Assets in Scotland
                           falling  within  any of the  types  mentioned  in sub
                           -clause 3.1.2,  but so that the Company is prohibited
                           from  creating any fixed  security or mortgage or any
                           other floating charge over the Assets having priority
                           over  or  ranking  pari  passu  with  ----------  the
                           floating charge created by this sub-clause (otherwise
                           than in favor of BOS to part with or  dispose  of any
                           part of  those  Assets  except  by way of sale in the
                           ordinary course of its business.

         3.2      BOS may at any time,  by notice  to the  Company,  immediately
                  convert the floating  charge  created under  sub-clause  3.1.3
                  into a fixed  charge over any Assets  specified in that notice
                  and  the  floating  charge  will,  without  notice  from  BOS,
                  automatically  be converted with immediate effect into a fixed
                  charge:

                  3.2.1    in respect of any Assets  which  become  subject to a
                           fixed  charge  in favor of any  other  person or to a
                           disposition  otherwise  than  by way of  sale  in the
                           ordinary course of the Company's business immediately
                           upon such charge or disposition;

                  3.2.2    in respect of all the Assets charged under sub-clause
                           3.1.3  if and  when the  Company  ceases  to carry on
                           business or to be a going concern; and

                  3.2.3    in respect of all Assets on the making of an order
                           for the  compulsory  winding-up  of the company or on
                           the  convening  of a  meeting  for the  passing  of a
                           resolution  for  the  voluntary   winding-up  of  the
                           Company or on the  presentation of a petition for the
                           making of an administration  order in relation to the
                           Company or on the  presentation of an application for
                           a  warrant  of  execution,   writ  of  fieri  facias,
                           garnishee order or charging order.

         3.3      Sub-clause  3.2  will  not  apply to any  Assets  situated  in
                  Scotland.

         3.4      The Company will not without the previous  written  consent of
                  BOS:

                  3.4.1    create or attempt to create or permit to subsist  any
                           mortgage,  charge, lien (other than a lien arising in
                           the ordinary  course of business by operation of law)
                           or  encumbrance  on  any  Asset  charged  under  this
                           Debenture; or

                  3.4.2    dispose of or part with possession in any way (except
                           on  the  determination  of  any  lease,   tenancy  or
                           license) or share occupation of any Asset; or

                  3.4.3    in any way dispose of the equity of redemption of any
                           such Asset or any interest in any such Asset

                  and the Company  applies (and will  apply),  to the Chief Land
                  Registrar for a  restriction  to be entered on the register of
                  title  of all  present  and  future  registered  freehold  and
                  leasehold property of the Company in the following terms:

                  "Except under an order of the Registrar no  disposition by the
                  proprietor of the land is to be registered without the consent
                  of the  proprietor  for the time  being of the  charge  hereby
                  created".

         3.5      The Company  will,  if required to do so by BoS,  deposit with
                  BoS during the  continuance  of this  security and BoS will be
                  entitled to hold all deeds and documents of title  relating to
                  the Company's  freehold,  leasehold and heritable property and
                  stocks,  shares  and  other  securities  and all  policies  of
                  insurance and assurance.

         3.6      The Company (at its own cost) will on demand in writing by BoS
                  execute  and  deliver  in  such  form  as BoS  may  reasonably
                  require:

                  3.6.1    a  legal   mortgage  of  any  freehold  or  leasehold
                           property  of the  Company  which  is not  effectively
                           charged by  sub-clause  3.1.1 and of any  freehold or
                           leasehold  property acquired by the Company after the
                           date of this Debenture;

                  3.6.2    a standard  security or other fixed security over the
                           Company's  heritable  freehold,  leasehold  or  other
                           property;

                  3.6.3    a fixed charge or assignment in security of any Asset
                           subject to a floating charge under sub-clause  3.1.3;
                           and

                  3.6.4    a  chattel  mortgage  over such  chattels,  plant and
                           machinery as BoS may specify;

                  and the  Company  will do and concur in all such other acts or
                  things as BoS may deem  necessary  to vest in BoS title to all
                  or any of the Assets.

         3.7      Any fixed mortgage, charge or other security hereafter created
                  by the  Company in favor of BoS shall have  priority  over the
                  floating charge created by this  Debenture,  except insofar as
                  BoS shall  declare  otherwise  whether at or after the time of
                  creation of such fixed security.

         3.8      The Company  will pay into its account with BoS (or as BoS may
                  direct)  all  moneys  which  it  receives  in  respect  of any
                  policies of insurance or assurance, fees, royalties, income or
                  book or other  debts or any  other of the  rights  and  claims
                  charged to BoS under  sub-clause  3.1.2 and until such payment
                  hold all  moneys so  received  upon trust for BoS and will not
                  without  the prior  written  consent  of BoS  charge,  factor,
                  discount,  or assign any of those policies,  fees,  royalties,
                  income,  debts,  rights or claims in favor of any other person
                  or purport to do so.

4.       Security to be continuing
         -------------------------

         This security will be a continuing security for the Secured Liabilities
         notwithstanding  any  intermediate  payment or settlement of all or any
         part of the Secured Liabilities or other matter or thing whatsoever and
         will be without prejudice and in addition to any other right, remedy or
         security  of  whatever  sort  which  BoS may  hold at any  time for the
         Secured Liabilities or any other obligation  whatsoever and will not be
         affected by any release, reassignment or discharge of such other right,
         remedy or security.

5.       Continuing obligations
         ----------------------

         Save  where the  provisions  of this  Clause are  inconsistent  with or
         conflict  with the terms of any  facility  letter  entered into between
         (inter  alia) the  Company and BoS from time to time (in which case the
         facility  letter shall prevail to the extent of any such  inconsistency
         or conflict), the Company will:

         5.1      deliver  to BoS  copies of its  trading  and  profit  and loss
                  account and audited balance sheet in respect of each financial
                  year (and also that of the Company's  holding company (if any)
                  and  each of its  subsidiaries)  as soon  as the  same  become
                  available and in any event no later than three months (or such
                  longer  period as BoS may agree in  writing)  after the end of
                  each  financial  year and also from  time to time  such  other
                  financial  statements  and  information  as BoS may reasonably
                  require;

         5.2      promptly  notify  BoS of  its  acquisition  of any  heritable,
                  freehold or leasehold property;

         5.3      not  without  the  previous  written  consent of BoS redeem or
                  purchase any of its own shares or issue any redeemable  shares
                  or create and issue any loan stock; and

         5.4      comply  in  all  material  respects  with  the  terms  of  all
                  applicable laws, including common law, statute and subordinate
                  legislation, European Community Regulations and Directives and
                  judgments and decisions of any court or authority competent to
                  make  such  judgment  or  decision  compliance  with  which is
                  mandatory for the Company  including  without  limitation  all
                  environmental  laws,  legislation  relating to public  health,
                  town and country  planning,  control and handling of hazardous
                  substances or wastes,  fire  precautions and health and safety
                  at work.

6.       Continuing obligations in respect of the Assets
         -----------------------------------------------

         6.1      The Company covenants with BoS that the Company will:

                  6.1.1    keep the Assets in good and substantial repair and in
                           good  working  order and  condition  and maintain all
                           insurances in the name of the Company as are normally
                           maintained by prudent  companies  carrying on similar
                           businesses  and in  particular  will  insure and keep
                           insured those of its Assets as are  insurable  with a
                           reputable  insurance company  previously  approved by
                           BoS in writing  with the  interest  of BoS noted upon
                           the policy or at the option of BoS in the joint names
                           of the Company and BoS against loss or damage by fire
                           and all such other risks (and the Company will ensure
                           that the  policy  contains  such  provisions  for the
                           protection  of BoS as  BoS  may  from  time  to  time
                           require)  and in  such  amounts  as  are  customarily
                           insured  against in relation to assets of such nature
                           by   prudent   companies   carrying   on   comparable
                           businesses  (having  regard  to  the  nature  of  the
                           Company's business) with that of the Company at least
                           to the full replacement value for the time being with
                           adequate provision to cover other losses;

                  6.1.2    pay all  premiums  and  other  moneys  necessary  for
                           effecting and maintaining such insurances in force on
                           the dates upon which such moneys are to be paid under
                           the  insurance  policy and will on demand  produce to
                           BoS proof that all such  payments  have been properly
                           made   together   with  the  policy  or  policies  of
                           insurance.

         6.2      If the  Company  fails to keep any of the  Assets  in good and
                  substantial  repair and in good working order and condition or
                  does not  take out and  maintain  such  insurances  as set out
                  above or prove to BoS that the  premiums and other moneys have
                  been  paid then BoS may as it thinks  fit  repair  and keep in
                  repair  the  Assets  or any of them  (with  liberty  for  that
                  purpose by itself or its agents to enter upon the freehold and
                  leasehold  property  of the  Company) or take out or renew any
                  such  insurance  in any sum and on terms  which  BoS may think
                  fit.

         6.3      BoS  will be  entitled  to be paid  the  proceeds  of any such
                  policy of insurance  (other than in respect of  employers'  or
                  public  liability)  and the Company will promptly  irrevocably
                  instruct  any insurer of a policy to pay the proceeds of it to
                  BoS and  undertakes to BoS to repeat that  instruction  if BoS
                  requires.

         6.4      All moneys  received on any insurance  policy  (unless paid to
                  BoS in terms of  subclause  6.3)  will,  as BoS  requires,  be
                  applied either in making good the loss or damage in respect of
                  which the money is received or in or towards  discharge of the
                  Secured Liabilities.

         6.5      The Company will permit any authorized  representative  of BoS
                  at all reasonable times to enter upon any part of the freehold
                  and  leasehold  property  of the  Company  and  of  any  other
                  property where the Company may be carrying out any contract or
                  other works and to inspect the Company's  books of account and
                  other books and documents and those of its subsidiaries.

7.       Appointment of Receiver
         -----------------------

         7.1      BoS shall be and is entitled to appoint in writing a receiver,
                  a  receiver  and  manager  or  administrative   receiver  (the
                  "Receiver"  which term will include  plural and any substitute
                  receiver(s)) of all or any of the Assets either immediately or
                  at any time after:

                  7.1.1    a request from the Company for such appointment;

                  7.1.2    the Company's  failure to make payment in full of all
                           or any of the Secured Liabilities  following a demand
                           for payment from BoS; or

                  7.1.3    the presentation of a petition for an  administration
                           order to be made in respect of the Company.

                  7.2      Where more than one receiver is  appointed  they will
                           have power to act separately  (unless the appointment
                           of BoS specifies to the contrary).

                  7.3      Any appointment  over part only of the Assets charged
                           under  this  Debenture  will  not  preclude  BoS from
                           making any subsequent  appointment of a Receiver over
                           any part of the Assets over which an appointment  has
                           not previously been made by it.

                  7.4      BoS may from time to time determine the  remuneration
                           of the Receiver and may (subject to Section 45 of the
                           Insolvency  Act 1986) remove the Receiver from all or
                           any part of the  Assets  of which he is the  Receiver
                           and at any time after any Receiver has vacated office
                           or ceased to act, appoint a further Receiver over all
                           or any part of those Assets.

                  7.5      The Receiver will be the agent of the Company  (which
                           will be  solely  liable  for his acts,  defaults  and
                           remuneration)   unless   and   until  lit  goes  into
                           liquidation,  (after which he will act as principal),
                           and will have and be entitled to exercise in relation
                           to the  Company  all the powers set out in Schedule 1
                           to  the  Insolvency  Act  1986  and  all  the  powers
                           conferred  from time to time on  Receivers by statute
                           and in  particular  by way of addition to but without
                           prejudice  to  those  powers  (and  those of BoS) the
                           Receiver will have power:

                           7.5.1    to sell,  let or lease or concur in selling,
                                    letting or leasing  and to vary the terms or
                                    determine, surrender or accept surrenders of
                                    leases or tenancies of or grant  options and
                                    licenses  over all or any part of the Assets
                                    and so that  any  such  sale may be made for
                                    cash payable by  installments  or for shares
                                    or  securities  of another  company  and the
                                    Receiver  may promote or concur in promoting
                                    a company to purchase the Assets to be sold;

                           7.5.2    to sever any fixtures  (including  trade and
                                    tenant's  fixtures)  from  the  property  of
                                    which they form part;

                           7.5.3    to  exercise  all  voting  and other  rights
                                    attaching   to  stocks,   shares  and  other
                                    securities owned by the Company;

                           7.5.4    to  make  and   effect   all   repairs   and
                                    improvements;

                           7.5.5    to  redeem  any  prior  encumbrance  and  to
                                    settle   and  pass  the   accounts   of  the
                                    encumbrancer and any accounts so settled and
                                    passed will (subject to any manifest  error)
                                    be conclusive and binding on the Company and
                                    the  moneys  so paid will be deemed to be an
                                    expense properly incurred by the Receiver;

                           7.5.6    to promote the  formation of a subsidiary or
                                    subsidiaries  of  the  Company,  purchasing,
                                    leasing,  licensing or  otherwise  acquiring
                                    interests in all or any of the assets of the
                                    Company;

                           7.5.7    to make any arrangement or compromise  which
                                    BoS or the Receiver may think fit;

                           7.5.8    to make and  effect all  repairs,  renewals,
                                    improvements, and insurances;

                           7.5.9    to appoint managers, officers and agents for
                                    any  of the  purposes  referred  to in  this
                                    Clause 7 at such  salaries  as the  Receiver
                                    may determine;

                           7.5.10   to do all  other  acts and  things as may be
                                    considered  by the Receiver to be incidental
                                    or  conducive  to  the  above  or  otherwise
                                    incidental or conducive to the preservation,
                                    improvements or realization of the Assets.

         7.6      A person dealing with the Receiver in good faith and for value
                  shall not be  concerned  to inquire  whether  the  Receiver is
                  validly appointed or acting within his powers.

8.       Power of Attorney
         -----------------

         The Company  irrevocably  appoints BoS (whether or not the Receiver has
         been  appointed)  and also (as a  separate  appointment)  the  Receiver
         severally  the Attorney and  Attorneys of the Company,  for the Company
         and in its name and on its behalf and as its act and deed or  otherwise
         to execute  and  deliver and  otherwise  perfect  any deed,  assurance,
         agreement, instrument or act which may be required of the Company under
         this Debenture or may be deemed proper for any of its purposes,  and to
         convey or transfer a legal  estate to any  purchaser  of any  freehold,
         leasehold or heritable property charged under this Debenture.

9.       Application of security proceeds
         --------------------------------

         Any moneys received under the powers  conferred by this Debenture will,
         subject to the repayment of any prior claims, be paid or applied in the
         following order of priority:

         9.1      in  satisfaction of all costs,  charges and expenses  properly
                  incurred and payments properly made by BoS or the Receiver and
                  of the remuneration of the Receiver;

         9.2      in or  towards  satisfaction  of the  Secured  Liabilities  in
                  whatever order BoS may require;

         9.3      as to the surplus (if any) to the person(s) entitled to it;

         Provided  that the  Receiver  may retain any moneys in his hands for so
         long as he thinks  fit,  and BoS may,  without  prejudice  to any other
         rights  BoS may have at any time and from time to time,  place and keep
         for such time as BoS may think prudent any moneys  received,  recovered
         or realized under or by virtue of this Debenture to or at a separate or
         suspense  account to the credit  either of the Company or of BoS as BoS
         thinks fit without any  intermediate  obligation  on the part of BoS to
         apply  such  moneys  or any  part  of such  moneys  in or  towards  the
         discharge of the Secured Liabilities.

10.      Dealings with property requiring BoS consent
         --------------------------------------------

         While this Debenture subsists:

         10.1     no  statutory  or other power of granting or agreeing to grant
                  or of accepting or agreeing to accept  surrenders of leases or
                  tenancies  of the  whole  or any  part  of  the  freehold  and
                  leasehold  property  charged  under  this  Debenture  will  be
                  capable of being exercised by the Company without the previous
                  written consent of BoS;

         10.2     the  Company  shall not be  entitled  to part with  possession
                  (otherwise than on the determination of any lease,  tenancy or
                  license)  of any  property  hereby  charged,  or to share  the
                  occupation  thereof  with any other  person or persons,  or to
                  surrender  or purport to  surrender  or permit to be forfeited
                  the lease of any leasehold  property  hereby  charged  without
                  such consent as aforesaid;

         10.3     Section 93 of the Law of Property Act 1925  (consolidation  of
                  mortgages) will not apply to this Debenture.

11.      BoS power of sale
         -----------------

         11.1     Section 103 of the Law of Property  Act 1925 will not apply to
                  this Debenture but the statutory power of sale will as between
                  BoS and a purchaser  from BoS arise on and be  exercisable  at
                  any time after the execution of this  Debenture  provided that
                  BoS will not exercise  the power of sale until  payment of all
                  or any part of the Secured  Liabilities  has been  demanded or
                  the  Receiver  has been  appointed  but this  proviso will not
                  affect a purchaser or put him upon inquiry whether such demand
                  or appointment has been validly made.

         11.2     The statutory powers of sale, leasing and accepting surrenders
                  exercisable  by BoS under this Debenture are extended so as to
                  authorize  BoS  whether  in its  own  name  or in  that of the
                  Company to grant a lease or leases of the whole or any part or
                  parts of the  freehold and  leasehold  property of the Company
                  with  whatever  rights  relating  to  other  parts  of it  and
                  containing  whatever  covenants on the part of the Company and
                  generally on such terms and conditions  (including the payment
                  of money to a lessee or tenant on a surrender)  and whether or
                  not at a premium as BoS thinks fit.

12.      Company to meet BoS expenses
         ----------------------------

         All costs,  charges and  expenses  incurred  hereunder  by BoS, and all
         other moneys paid by BoS or by the Receiver in  perfecting or otherwise
         in connection with this security or in respect of the Assets, including
         (without  prejudice to the  generality of the foregoing) (1) all moneys
         expended by BoS under Clauses 6 and 16 hereof, (2) all costs of BoS (on
         a  solicitor  and  own  client  basis)  of  all   proceedings  for  the
         enforcement of this security or for obtaining  payment of moneys hereby
         secured or arising out of or in connection  with the acts authorized by
         Clause 7 hereof, (3) all costs and losses to BoS arising in consequence
         of any default by the Company in the performance of its obligations and
         (4) all administrative  charges of BoS based on the time spent by it in
         connection  with any of the  foregoing  shall be  recoverable  from the
         Company as a debt and may be debited to any  account of the Company and
         shall bear interest accordingly and shall be charged on the Assets.

13.      Operation of Company's account with BoS
         ---------------------------------------

         On receiving  notice that the Company has encumbered or disposed of any
         of the Assets BoS will be entitled to close the Company's  then current
         account or  accounts  and to open a new  account or  accounts  with the
         Company and (without prejudice to any right of BoS to combine accounts)
         no money  paid in or carried  to the  Company's  credit in any such new
         account will be appropriated  towards or have the effect of discharging
         any part of the amount due to BoS on any  closed  account.  If BoS does
         not open a new  account  or  accounts  immediately  on  receipt of such
         notice  BoS will  nevertheless  be  treated as if it had done so at the
         time when it received  such  notice and as from that time all  payments
         made to BoS will be credited  or be treated as having been  credited to
         the new  account  or  accounts  and will not  reduce  the amount of the
         Secured Liabilities.

14.      BoS right of set-off
         --------------------

         14.1     The Company  agrees that any moneys from time to time standing
                  to its credit on any account with BoS may be retained as cover
                  for and at any time without  notice to the Company  applied by
                  BoS in or towards  payments or  satisfaction  of any moneys or
                  liabilities  now or hereafter  from time to time due, owing or
                  incurred by the Company to BoS in  whatsoever  manner  whether
                  presently  payable or not,  whether  actually or contingently,
                  whether solely or jointly with any other person and whether as
                  principal or surety.

         14.2     If BoS  exercises  any  right of  set-off  in  respect  of any
                  liability of the Company 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.

15.      Company's authority to release information
         ------------------------------------------

         The Company  agrees that BoS may from time to time seek from any person
         having  dealings  with the Company  such  information  about it and its
         affairs  as BoS may  think fit and  authorizes  and  requests  any such
         person to provide  that  information  to BoS and agree to provide  such
         further  authority  for  this  purpose  as BoS  from  time to time  may
         require.

16.      Appointment of Investigating Accountant
         ---------------------------------------

         The  Company  will at its own  cost at any time if so  required  by BoS
         appoint  an  accountant  or firm  of  accountants  nominated  by BoS to
         investigate  the  financial  affairs  of the  Company  and those of its
         subsidiaries  and report to BoS. The Company  authorizes  BoS itself at
         any time to make  such  appointment  without  further  authority  being
         required  from the Company as it shall think fit and in every such case
         the fees and expenses of such  accountants  will be paid by the Company
         but may be paid by BoS on the Company's  behalf and BoS may at the time
         of such  appointment  or at any time after such  appointment  guarantee
         payment by the Company of such fees and expenses.

17.      Power to grant Debenture
         ------------------------

         The Company  certifies that the security created by this Debenture does
         not  contravene  any of the provisions of its Memorandum or Articles of
         Association.

18.      Definitions
         -----------

         In the interpretation of this Debenture:

         18.1     "Assets"  shall  mean  the  whole of the  property  (including
                  uncalled  capital)  which  is or  may be  from  time  to  time
                  comprised in the property and undertaking of the Company;

         18.2     "Secured  Liabilities"  shall  mean  all  or  any  monies  and
                  liabilities  which will for the time being (and  whether on or
                  at any  time  after  demand)  be due,  owing  or  incurred  in
                  whatsoever  manner to BoS by the Company,  whether actually or
                  contingently,  solely or jointly and whether as  principal  or
                  surety  and  whether  or not BoS shall  have been an  original
                  party to the relevant  transaction,  and  including  interest,
                  discount,  commission  and other  lawful  charges or  expenses
                  which BoS may in the course of its business charge or incur in
                  respect of any of those  matters or for keeping the  Company's
                  account, and so that interest shall be computed and compounded
                  according to the usual BoS rates and practice as well after as
                  before  any  demand  made  or  decree   obtained   under  this
                  Debenture;

         18.3     References to:

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

                  18.3.2   "control"  of any  company  shall be  interpreted  in
                           accordance   with  Section  840  of  the  Income  and
                           Corporation Taxes Act 1988;

                  18.3.3   "including"  shall not be  construed  as limiting the
                           generality of the words preceding it;

                  18.3.4   this Debenture shall include the Schedule;

                  18.3.5   any term or phrase  defined in the Companies Act 1985
                           (as  amended  from time to time)  shall bear the same
                           meaning in this Debenture;

                  18.3.6   words importing the singular shall include the plural
                           and vice versa and words  denoting  any gender  shall
                           include all genders;

                  18.3.7   this  Debenture and to any provisions of it or to any
                           other document referred to in this Debenture shall be
                           construed as  references  to it in force for the time
                           being as  amended,  varied,  supplemented,  restated,
                           substituted or novated from time to time;

                  18.3.8   any 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 agency of a state,  whether  or not a
                           separate legal entity;

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

                  18.3.10  clause  headings are for ease of  reference  only and
                           are  not  to  affect  the   interpretation   of  this
                           Debenture.

19.      Governing Law
         -------------

         This Debenture  will be governed by and construed  according to English
         law.

         IN WITNESS whereof this Debenture has been executed by the Company as a
         deed and signed on behalf of BoS this 13th day of July 2000.


<PAGE>

<TABLE>
<CAPTION>

                                                        The Schedule
<S>                                        <C>                                         <C>
---------------------------------------- -------------------------------------- --------------------------------------
County and District (or London Borough)     Title No.(s) (if registered land)           Address or Description
---------------------------------------- -------------------------------------- --------------------------------------







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

</TABLE>



Executed and Delivered as a deed by the Company (pursuant to a resolution of its
Board of Directors) acting by:

Director          /s/ David Morgan
         --------------------------------------

Director/Secretary         /s/ J.C. Agostini
                   ---------------------------------

Signed on behalf of BoS by:


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

The address for service on BoS in the case of any registered land is:

Bank of Scotland,
124 Colmore Row,
Birmingham B3 3AU.



<PAGE>


                   INVU International Holdings Limited [logo]

The Manager
Bank of Scotland
124 Colmore Row

BIRMINGHAM
B3 3AU

                                    DEBENTURE

We the  undernoted  signatories  being a  Director  and  Secretary  of the above
Company  declare that we are the  signatories to the execution of a Debenture in
favor of the  Governor and Company of the Bank of Scotland and that we have been
authorized  to execute the  Debenture  pursuant to a resolution  of the board of
directors of the Company.

/s/ David Morgan

DAVID MORGAN, Director

/s/ J.C. Agostini

JOHN AGOSTINI, Secretary


<PAGE>


                                     [logo]

                         CERTIFICATE OF THE REGISTRATION

                             OF A MORTGAGE OR CHARGE

              Pursuant to section 401(2) of the Companies Act 1985

                              COMPANY No. 03340939

THE  REGISTRAR  OF  COMPANIES  FOR ENGLAND  AND WALES  HEREBY  CERTIFIES  THAT A
DEBENTURE  DATED THE 13TH ULY 2000 AND  CREATED BY INVU  INTERNATIONAL  HOLDINGS
LIMITED  FOR  SECURING  ALL MONIES DUE OR TO BECOME DUE FROM THE  COMPANY TO THE
GOVERNOR  AND  COMPANY OF THE BANK OF SCOTLAND  ON ANY  ACCOUNT  WHATSOEVER  WAS
REGISTERED  PURSUANT TO CHAPTER 1 PART XII OF THE COMPANIES ACT 1985 ON THE 19TH
JULY 2000.

GIVEN AT COMPANIES HOUSE, CARDIFF THE 20TH JULY 2000.