PRIVATE AND CONFIDENTIAL The Directors, INVU Services Ltd.,

The Beren,
Blisworth Hill Farm,
Stoke Road,
Blisworth,
Northamptonshire, NN7 3DB.

19 July, 2000


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
<TABLE>
<CAPTION>

         1.1      Name and Address of each Borrower:
                  <S>                       <C>                        <C>

                  INVU Services Ltd.        INVU plc                   INVU International Holdings Ltd.
                  The Beren,                The Beren,                 The Beren,
                  Blisworth Hill Farm,      Blisworth Hill Farm,       Blisworth Hill Farm,
                  Stoke Road,               Stoke Road,                Stoke Road,
                  Blisworth,                Blisworth,                 Blisworth,
                  Northamptonshire,         Northamptonshire,          Northamptonshire
                  NN7 3DB.                  NN7 3DB.                   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)800,000

         1.3      An Arrangement Fee of (pound)4,000 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 material 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 31st July,  2001 ("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 1.5% 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 6% per
                  annum. Changes are notified in national newspapers and all the
                  Bank's Branches.

         1.9      The Borrower  must at all times  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 the effect.
                  If the Bank does not 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
                  unauthorized  rate, which will be 3% 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 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 information in relation to the Borrower.

                  Monthly  management  accounts to be provided within four weeks
                  of the end of the period to which they relate;

                  Annual audited financial statements,  within four months after
                  the end of the financial year 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.

5.       Additional Conditions

         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 available. 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 Borrower  will grant or cause to be granted to the Bank security in
         a form acceptable to the Bank (which,  unless  otherwise  stated below,
         must be first-ranking  and cover not only the amounts owing to the Bank
         under  this  Offer but also all other sums due and to become due to the
         Bank) as follows:

         Corporate Cross Guarantee to be entered into by the Group Companies.

         Corporate  Guarantee to be given by Vertical  Investments Ltd. in favor
         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 be Borrower  proceed to use the facility  within or
         after that one month period, and any drawing shall be deemed 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:  19th July, 2000
--------------------------------------------
For and on behalf of the Bank

I/We accept the above Offer.

Signed:                                         Date of signing:    25-07-00
        ------------------------------------

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

             /s/ J. C. Agostini
--------------------------------------------

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

For and on behalf of INVU Services Ltd.
                                               --------------------------------

For and on behalf of INVU plc
                                               --------------------------------


For and on behalf of INVU International        --------------------------------
Holdings Ltd.