EXHIBIT 10.5


                                                                         Group A

                                    INVU INC.
                         ENTERPRISE MANAGEMENT INCENTIVE

                             SHARE OPTION AGREEMENT

THIS AGREEMENT IS MADE the 14th day of September, 2001

BETWEEN

1.       INVU  Inc.,  a  company  incorporated  under  the laws of the  State of
         Colorado, United States of America and having its United Kingdom office
         at Blisworth Hill Farm, Stoke Road,  Blisworth  Northants NN7 3DB ("the
         Company");

2.       INVU Services Limited (Registration No. 3319922) a company incorporated
         under the laws of England and having its registered office at Blisworth
         Hill Farm, Stoke Road,  Blisworth  Northants NN7 3DB ("the  Employer");
         and

3.       .................................................("the Option-holder").

WHEREAS:

(A)      This  Agreement  sets out the terms on which the Board grants an Option
         to the Option-holder to acquire shares of Common Stock in the Company.

(B)      Shares  acquired  on the  exercise  of this  Option are  subject to the
         Articles of Incorporation of the Company.

(C)      The terms and  conditions of this Agreement are intended to satisfy the
         requirements of Schedule 14 of Finance Act 2000.

(D)      The Company is carrying on a Qualifying Trade.

(E)      The Option-holder  does not have a material interest within the meaning
         of paragraph 31 of Schedule 14.

NOW IT IS HEREBY AGREED as follows:

1.       INTERPRETATION AND CONSTRUCTION

1.1      Definitions

         In this  Agreement  except  where the context  otherwise  requires  the
following expressions shall have the following meanings:

"Act"                               the Income and Corporation Taxes Act 1988;

"Agreement"                         this Share Option Agreement made between the
                                    Company, the Employer and the Option-holder;

"Applicable Laws"                   the requirements applicable to Stock Options
                                    under  U.S.  state   corporate   laws,  U.S.
                                    federal  and  state   securities  laws,  the
                                    Internal  Revenue Code of 1986,  as amended,
                                    any stock  exchange or  quotation  system on
                                    which  shares  are  listed or quoted and the
                                    applicable  laws of any  foreign  country or
                                    jurisdiction  where  Options are, or will be
                                    granted;

"Auditors"                          the  auditors  for  the  time  being  of the
                                    Company or, such other auditors as the Board
                                    may  appoint for the  exclusive  purposes of
                                    this Agreement;

"Board"                             the board of  directors  of the Company or a
                                    duly appointed committee of the board;

"Committed Time"                    the meaning  given to it by  paragraph 29 of
                                    Schedule 14;

"Control"                           the  meaning  given to it by section  840 of
                                    the Act;

"Date of Grant"                     the date on which an Option is granted;

"Director"                          a member of the  Board  for the time  being,
                                    but does not include an officer who is not a
                                    member of the Board;

"Employer"                          INVU Services Limited  registered in England
                                    with number 3319922;

"Exercise Price"                    the  price at which  the  Option-holder  may
                                    acquire  a  Share  on  the  exercise  of his
                                    Option as determined by the Board;

"Group"                             the Company and its Subsidiaries and "member
                                    of   the   Group"    shall   be    construed
                                    accordingly;

"Market Value"                      the market value  determined  in  accordance
                                    with paragraph 66 of Schedule 14;

 "NICs"                             means National Insurance contributions;

"Option"                            a subsisting  right granted pursuant to this
                                    Agreement to acquire Shares;

"Option Gain"                       a   gain   realised   upon   the   exercise,
                                    assignment or release of this Option,  being
                                    the amount that is  chargeable to income tax
                                    under section 135 of the Taxes Act;

"Option-holder"                     the  holder  of  an  Option  or,  where  the
                                    context   admits  or  requires,   his  legal
                                    personal representatives;

"Option Tax Liability"              any  liability of the Company or Employer to
                                    account to the Inland Revenue for any amount
                                    of, or  representing,  income tax or NICs on
                                    any Option Gain;

"Personal Representatives"          the legal  personal  representatives  of the
                                    deceased  Option-holder  (being  either  the
                                    executors  of his will to whom a valid grant
                                    of  probate  has been  made  or,  if he dies
                                    intestate,      the      duly      appointed
                                    administrator(s)  of his  estate)  who  have
                                    produced  to the  Company  evidence of their
                                    appointment as such;

"Qualifying Option"                 the  same  meaning  as  in  paragraph  1  of
                                    Schedule 14;

"Qualifying Trade"                  the  same  meaning  as  in  paragraph  18 of
                                    Schedule 14;

"Schedule 14"                       Schedule 14 of the Finance Act 2000;

"Secondary NICs"                    Secondary   Class   1   National   Insurance
                                    Contributions;

"Shares"                            shares  of  Common   Stock  in  the  Company
                                    complying  with the  conditions of paragraph
                                    38 of Schedule 14;

"Subsidiary"                        a company  within the meaning given to it by
                                    section  736 of the  Companies  Act 1985 and
                                    under the Control of the Company; and

"Working Time"                      the same  meaning as in  paragraph  29(6) of
                                    Schedule 14.


1.2      Construction

1.2.1    Where the context so admits, any reference in this Agreement:-

         (a)      to the  singular  number  shall be construed as if it referred
                  also to the plural number and vice versa;

         (b)      to the  masculine  gender  shall be  construed  as  though  it
                  referred also to the feminine gender;

         (c)      to a statute or statutory  provision  shall be construed as if
                  it referred also to that statute or statutory provision as for
                  the time being amended or re-enacted;

         (d)      to the Act or to any  provision  of the Act shall be construed
                  as if it  referred  also  to the  act or  statutory  provision
                  repealed by and corresponding to the Act; and

         (e)      to Clauses are to clauses of this Agreement.

1.2.3    The headings of this  Agreement  are for  reference  purposes  only and
         shall not affect the meaning or construction of the Agreement.

1.2.4    If any  question,  dispute or  disagreement  occurs  pertaining  to the
         interpretation  of this  Agreement,  the decision of the Board shall be
         final and  binding  upon all  parties  except as  regarding  any matter
         required to be determined by the Auditors.

1.2.5    In any matter in which they are required to act, the Auditors  shall be
         deemed  to be  acting  as  experts  and  not  as  arbitrators  and  the
         Arbitration Act 1996 shall not apply.

1.3      This Agreement and any Option granted under it shall be governed by and
         construed in accordance with English law.

1.4      The Interpretation Act 1978 as modified or re-enacted from time to time
         shall apply to this Agreement.

2.       GRANT OF SHARE OPTION

2.1      The Company  hereby  grants to the  Option-holder  an Option to acquire
         Shares in the Company in accordance  with the provisions of Schedule 14
         of the Finance Act 2000.

2.2      This Option is granted on the date and year first above written.

2.3      The   numbers   of   Shares   that   are   subject   to   this   Option
         are..................Shares which will be fully paid up (when issued).

2.4      The Market  Value of each Share  under this Option on the date and year
         first above written is U.S.$00.19 (nineteen cents).

2.5      The Exercise Price per Share shall be US $0.50.

2.6      The total  monetary  value of this Option  shall be  determined  by the
         exchange  rate  of the  United  States  Dollar  to the  United  Kingdom
         Sterling as  published  in "The Times"  newspaper  on the date and year
         first above written.

3.       EXERCISE OF OPTION

3.1      Subject to Clause 4, this Option shall vest and be exercisable in whole
         or in part, according to the following schedule:

         (a)      25% of the shares  subject to this  Option  shall vest  twelve
                  months after the Date of Grant; and

         (b)      the balance of the shares subject to this Option shall vest at
                  the  annual  rate  of 25%  on the  second,  third  and  fourth
                  anniversary of the Date of Grant, respectively.

3.2      Notwithstanding any other clause, this Option shall, to the extent that
         it remains  unexercised at the tenth  anniversary of the Date of Grant,
         lapse and shall cease to be exercisable.

3.3      Subject to Clause 4, the number of Shares  over  which  Options  may be
         exercisable  by the  Option-holder  shall relate to, and be limited by,
         the  number  of  Shares  that  have  vested  on  the  Option-holder  in
         accordance  with Clause 3.1; save that the Board may in its  discretion
         permit  the  Option-holder  to  exercise  all Shares in respect of this
         Option that may not have otherwise become vested on the  Option-holder,
         within a period of time, being a period of not less than seven days and
         not  more   than  40  days  from  the  date  of   termination   of  the
         Option-holder's employment, as determined by the Board.

4.       PERFORMANCE TARGET

4.1      Subject to Clause 4.4,  to the extent  that any number of Shares  would
         have vested on a vesting date in accordance with Clause 3.1 above, such
         shares  shall  not  be  treated  as  having  vested  and  shall  not be
         exercisable unless the following performance targets are achieved:

<TABLE>
<CAPTION>

              Vesting Date                    Group Fiscal Target for the               Vested Shares
                                                    Trading Period                       (cumulative)
        ---------------------------------- ---------------------------------- -----------------------------------
        <S>                                <C>                                              <C>

        Year to 31 January 2002            Breakeven Point                                   25%
        ---------------------------------- ---------------------------------- -----------------------------------
        Year to 31 January 2003            Net Profit of 5% of sales.                        50%
        ---------------------------------- ---------------------------------- -----------------------------------
        Year to 31 January 2004            Net Profit of 5% of sales.                        75%
        ---------------------------------- ---------------------------------- -----------------------------------
        Year to 31 January 2005            Net Profit of 5% of sales.                       100%
        ---------------------------------- ---------------------------------- -----------------------------------
</TABLE>

         (a)      Breakeven  Point is achieved when the Group  generates  enough
                  revenue  to cover its fixed and  variable  costs,  before  net
                  interest payable, depreciation and amortisation,  for the year
                  ending 31 January 2002 as determined by the Auditors; and

         (b)      Sales are for the  relevant  year ending on 31 January in each
                  of the three years to 2005.

4.2      Net profit for purposes of this Clause 4 means profit after  deductions
         of  Directors'  remuneration  but before  deductions  for net  interest
         payable, depreciation, amortisation, Directors' bonuses and corporation
         tax;  and  shall be  computed  in  accordance  with  Schedule  4 of the
         Companies Act 1985 as determined by the Auditors.

4.3      The basis of preparing the accounts and the accounting policies adopted
         by the Group shall be applied  consistently within the same accounts as
         from one financial year to the next.

4.4      All Shares  subject to this Option  shall fully vest to the extent that
         they remain unvested on the sixth anniversary of the Date of Grant, and
         this Option has not otherwise been terminated.

5.       ADJUSTMENT OF PERFORMANCE TARGET

5.1      Subject to Clause  5.2,  the Board may make such  adjustments  where it
         considers it fair and reasonable,  including the imposition of entirely
         different objective conditions to the performance target, provided that
         such  adjustments  do not have the  effect  of making  the  performance
         target more  onerous  than it was or they were  immediately  before the
         circumstance in question,  and such adjustment shall not be made unless
         the  Auditors  (acting as experts  and not as  arbitrators)  shall have
         confirmed in writing to the Board that, in their opinion, they are fair
         and reasonable.

5.2      For the  purpose of Clause  5.1 the Board may  adjust  the  performance
         target on the occurrence of the following events:

         (a)      where the Board considers it fair and reasonable to adjust the
                  performance target or impose a different performance target;

         (b)      where event(s) mentioned in Clause 15 occur; and

         (c)      where  event(s)  specified  at the time the Option was granted
                  occur.

6.       NON-ASSIGNABILITY OF OPTION

6.1      The  Option-holder  is prohibited from  transferring  any of his rights
         under this Agreement.

6.2      In the event of the  Option-holder  ceasing to be employed by the Group
         by reason of his death, the Option may,  notwithstanding  Clauses 3 and
         4, be exercised no later than one year after the date of death.

6.3      The  terms  of this  Agreement  shall  be  binding  upon  the  Personal
         Representatives, heirs, and successors of the Option-holder.

7.       CESSATION OF EMPLOYMENT

7.1      If the  Option-holder's  employment  with the Group  terminates for any
         reason whatsoever,  this Option shall lapse unless otherwise  expressly
         provided herein.

7.2      If the Option-holder ceases to be employed by the Group:

         (a)      by reason of ill-health or injury or disability or (within the
                  meaning of the Employment Rights Act 1996) redundancy; or

         (b)      by  reason  of the  company  by  which  the  Option-holder  is
                  employed ceasing to be a member of the Group; or

         (c)      by reason of the  undertaking in which the  Option-holder  was
                  being transferred to a transferee which is not a member of the
                  Group; or

         (d)      by reason of his wrongful dismissal by the company by which he
                  is employed or his  terminating  his employment as a result of
                  that company's conduct; or

         (e)      at a time when he has  completed  a minimum  period of 5 years
                  employment with the Group

         he may,  subject to Clause 3.3 and  notwithstanding  Clauses 4 and 7.1,
         exercise  his Option at any time or from time to time within the period
         of 40 days following the termination of his employment,  and subject to
         Clause 7.4 below, at the expiry of that period his Option shall lapse.

7.3      If the Option-holder  ceases to be employed by the Group for any reason
         other than that  mentioned  in clause  7.2,  the Board may,  subject to
         Clause  3.3  and  notwithstanding  Clauses  4 and  7.1,  permit  him to
         exercise all or part of his Option within 40 days of the termination of
         his  employment at any time,  or from time to time,  within such longer
         period as the Board at its discretion shall determine,  not being later
         than  the  tenth  anniversary  of the  date of this  agreement.  At the
         expiration of that period the Option shall lapse.

7.4      If the Option-holder,  while continuing to hold an office or employment
         with the Group is to be transferred to work in another  country and the
         Board  determines  that as a result  of that  transfer  either  he will
         suffer a tax  disadvantage  upon  exercising  his  Option(s) or he will
         become subject to restrictions on his ability to exercise his Option or
         to deal  in the  Shares  obtained  upon  exercise  of his  Option,  the
         Option-holder may, subject to Clause 3.3 and notwithstanding  Clauses 4
         and 7.1, at the  discretion of the Board,  exercise his Option in whole
         or in part in the period  commencing  three months before and ending 40
         days after the date of transfer  (but so that any  exercise  before the
         date of transfer shall be conditional upon such transfer taking place).
         Upon the expiry of such period,  the Option to the extent  unexercised,
         shall  cease to be  exercisable  under  this  Clause  7.4 and  shall be
         exercisable at such other times as provided in this Agreement.

8.       CHANGE OF CONTROL

8.1      If as a result of either:

         (a)      a general  offer to acquire  the whole of the  ordinary  share
                  capital which is made on condition such that if satisfied, the
                  person making the offer will have Control of the Company; or

         (b)      a general  offer to  acquire  all the  Shares  of the  Company
                  (other than those  which are  already  owned by him and/or any
                  person acting in concert with him)

         the  Company  shall  come under the  Control of any person (or  persons
         acting in  concert),  the  Option-holder  may,  except  where Clause 11
         applies,  subject to Clause 3.3 and notwithstanding  Clauses 4 and 7.1,
         exercise his Option at any time and from time to time within the period
         of 40 days following such change of Control or, as the case may be, the
         making of such  offer.  On the  expiration  of this  period this Option
         shall lapse and cease to be exercisable.

8.2      If any such  offer is made as is  mentioned  in Clause 8.1 or the Board
         becomes  aware  that any such  offer  has been  made,  the  Board  may,
         notwithstanding  Clauses 4 and 7.1 and except  where Clause 11 applies,
         give notice to the  Option-holder  inviting him to exercise this Option
         in respect of all Shares which have vested,  conditional upon, and with
         effect from the date the notice is given,  and on the expiration of the
         stipulated period this Option shall lapse and cease to be exercisable.

8.3      In the event that the acquiring  company  refuses to assume this Option
         as provided in Clause 11.1,  the Shares subject to this Option shall at
         the discretion of the Board and notwithstanding  Clauses 3 and 4 become
         fully  vested.   In  this  circumstance  the  Board  shall  notify  the
         Option-holder  in writing to exercise  this  Option  within a period of
         time,  being a period of not less than  seven days and not more than 40
         days  from  the  date  of such  notice,  and on the  expiration  of the
         stipulated period this Option shall lapse and cease to be exercisable.

9.       COMPANY LIQUIDATION

9.1      If an effective  resolution is passed for the  voluntary  winding-up of
         the  Company,   the  Option-holder  may,  subject  to  Clause  3.3  and
         notwithstanding  Clauses 4 and 7.1,  exercise  his  Option  within  the
         period  of 40  days  after  the  adoption  of  the  resolution  by  the
         shareholders,  which exercise may be conditional on the consummation of
         such  liquidation,  and at the end of that  period  the  Option  shall,
         subject to Clause 11, lapse.

9.2      Where the Option-holder  exercises his Option in accordance with Clause
         9.1, he shall be  entitled  to share in the assets of the Company  with
         existing  holders  of Shares in the same  manner as he would  have been
         entitled  had  the  shares  been  registered  in his  name  before  the
         resolution was passed.

9.3      Subject to Clauses  9.1 and 11,  this  Option,  insofar as not  already
         exercised,  shall  automatically  lapse in the  event  of an  effective
         resolution  being adopted by the  shareholders  and the consummation of
         such liquidation by the Company.

10       DEMERGER

10.1     If  notice  is given  to  shareholders  of the  Company  of a  proposed
         demerger of the Company or of any Subsidiary, the Board may give notice
         to the Option-holder  that this Option may then be exercised in respect
         of such  proportion of the Shares as the Board may specify  within such
         period (not exceeding 30 days) save that:

         (a)      no such  notice  shall  be  given  unless  the  Auditors  have
                  confirmed  in writing to the Board that the  interests  of the
                  Option-holder  would or might be  substantially  prejudiced if
                  before the  proposed  demerger  has  effect the  Option-holder
                  could not exercise his Option and be  registered as the holder
                  of the Shares; and

         (b)      the  proportion  of the Shares  which is so  specified  by the
                  Board shall be the same as that  specified  in relation to all
                  other rights to acquire Shares granted at the same time as was
                  this Option.

11.      REPLACEMENT OPTION

11.1     Subject to Clause 11.2, where another company ("the acquiring company")
         obtains control,  within the meaning of paragraph  59(2)(a) of Schedule
         14, of the  Company,  the  Option-holder  may with the  consent  of the
         Company and the agreement of the acquiring  company  release his rights
         under this Option ("the Old Option") in  consideration  of the grant to
         him of an Option ("the New Option")  which is equivalent  but relate to
         shares in the acquiring company.

11.2     The conditions and  requirements of paragraphs 62 and 63 of Schedule 14
         must be met before a New Option can be granted under Clause 11.1.

11.3     If the  Option-holder  does not wish to release  his rights  under this
         Option in consideration  of the grant to him of a New Option,  he shall
         within 10 days of the date of the  invitation  to  release  his  rights
         under this Option,  give notice of such refusal ("the Refusal  Notice")
         to the Company. The Board in its sole discretion may, within 10 days of
         the  receipt  of  the  Refusal  Notice  give  a  written  notice  ("the
         Cancellation  Notice")  to  the  Option-holder,  cancelling  all or any
         portion of the  Option  that  remains  un-exercised,  effective  on the
         latter of:

         (a)      the period within which the Option-holder  could have accepted
                  the  invitation  of the  acquiring  company  to accept the New
                  Option, or

         (b)      the  period  ending 10 days from the date of the  Cancellation
                  Notice ("the Acceptance Periods").

         Upon receipt of the Cancellation Notice, the Option-holder may, subject
         to  Clause  3.3  exercise  his  Option at any time or from time to time
         within the Acceptance Periods.  This Option shall lapse and cease to be
         exercisable at the end of the Acceptance Periods.

12.      CHANGES TO THE CLASS OR RIGHTS OF SHARES

         If  notice  is  duly  given  of a  shareholders'  meeting  at  which  a
         resolution will be proposed where, in the opinion of the Auditors,  the
         class  of  shares  for  the  time  being  constituting  Shares  will be
         materially  altered;  or the rights  attaching  to shares which for the
         time being  constitute  Shares will be altered so that such shares will
         cease  to be  Shares,  an  Option  shall,  subject  to  Clause  3.3 and
         notwithstanding  Clauses  4 and 7.1,  be  exercisable  (but so that any
         exercise  under this Clause shall be  conditional  upon the  resolution
         being  passed) at any time  thereafter  until such  resolution  is duly
         passed or defeated or the shareholders'  meeting concluded or adjourned
         indefinitely,  whichever  shall occur first.  If such a  resolution  is
         passed an Option shall, to the extent unexercised, thereupon lapse.

13.      PROCEDURE ON EXERCISE

13.1     Where an Option is exercisable, the Option-holder may subject to Clause
         3.3 exercise it in whole or in part.

13.2     The Option-holder shall exercise his Option by giving notice in writing
         to the  Board (a  "Notice  of  Exercise")  in the form of the  draft in
         Appendix  A to this  Agreement  accompanied  by  payment in full at the
         Exercise  Price  together  with  any  required  taxes  and  such  other
         documents as the Board may determine.

13.3     An Option  shall be deemed to have been  exercised on the date on which
         the Notice of  Exercise,  payment  and  documents  are  received at the
         registered  office of the Company or other  office as  specified by the
         Board.

13.4     Subject to Applicable  Laws,  such consents or other required action of
         any competent  authority  under  regulations or enactments for the time
         being in force as may be necessary and subject to  compliance  with the
         terms of the  Option,  the  Board  shall  within 30 days of the date of
         exercise  either  issue and allot to the  Option-holder  the  number of
         Shares  specified  in the Notice of Exercise or procure the transfer to
         him of those Shares.

14.      LOSS OF OFFICE

         The grant of an Option  subject to these  Clauses is a matter  entirely
         separate from, and shall not affect the Option-holder's  pension rights
         and terms of employment and, in particular (but without limitation), if
         the  Option-holder  shall for any reason  cease to be  employed  by the
         Group or to be  entitled  to  exercise  his  Option,  he  shall  not be
         entitled to any  compensation by reference to the rights granted to, or
         the benefits  capable of being received by, him under this Agreement or
         for any loss or diminution in value of such rights or benefits.

15.      VARIATION OF CAPITAL

15.1     In the event of any capitalization  issue by the Company,  or any offer
         or invitation made by way of rights, or any consolidation,  subdivision
         or reduction of its share  capital or any other  variation of its share
         capital,  the Board may  adjust in such  manner as it may  decide to be
         appropriate  the number and  nominal  amount of Shares  subject to this
         Option (including any Option which has been exercised but in respect of
         which Shares have not been issued and  allotted),  the  Exercise  Price
         and,  subject to Clause  15.2 the Board's  decision  shall be final and
         binding on the Option-holder.

15.2     No  adjustment  shall be made  pursuant to Clause 15.1 unless and until
         the  Auditors  (acting as experts  and not as  arbitrators)  shall have
         confirmed  in  writing to the Board  that the  adjustment  is, in their
         opinion, fair and reasonable.

15.3     If any adjustment is made pursuant to this Clause 15, the Company shall
         notify the Option-holder of the adjustment as soon as practicable after
         its decision.

16.      SECONDARY CLASS 1 NATIONAL INSURANCE LIABILITY

         The Option-holder  hereby agrees with the Company and undertakes to the
         Employer  to bear the  whole of any  Secondary  NICs  that may arise in
         respect of any Option  Gain if this  Option  ceases to be a  Qualifying
         Option for any reason whatsoever.

17.      OPTION-HOLDERS' TAX INDEMNITY AND RECOVERY OF SECONDARY NICS

17.1     The  Option-holder  shall indemnify the Employer against any Option Tax
         Liability.

17.2     The  Company  may  refuse  to allot and issue  any  Shares  under  this
         Agreement unless and until the  Option-holder  has paid to the Employer
         any such sum as is,  in the  opinion  of the  Employer,  sufficient  to
         indemnify  the Employer in full against any Option Tax Liability or the
         Option-holder has made such other arrangement as, in the opinion of the
         Employer  will  ensure  that the total  Option  Tax  Liability  will be
         recovered from the Option-holder within such period as the Employer may
         determine.

17.3     In order to meet the  Option-holder's  obligations  under Clause 16 and
         17.1, the Employer may also take any or all the following actions:

         (a)      accept a payment from the Option-holder;

         (b)      withhold some of the Option-holder's stock option gains; and

         (c)      dispose of the  Option-holder's  shares sufficient to meet the
                  liabilities;

18.      OPTION HOLDER

18.1     The Option-holder agrees that the vesting of Shares pursuant to Clauses
         3 and 4.4 is subject to continuing employment with the Group.

18.2     The  Option-holder   agrees  that  this  Option  and  the  transactions
         contemplated  hereunder  does not  constitute  an  express  or  implied
         promise of continued employment with the Group.

18.3     The  Option-holder  confirms to the  Company  that his  Committed  Time
         amounts  to at least 25 hours a week or,  if less,  75% of his  Working
         Time.

18.4     The  Option-holder  acknowledges  receipt  of a copy of this  Agreement
         including Appendix A.

18.5     The  Option-holder  hereby  accepts  this Option  subject to all of the
         terms and provisions thereof.

18.6     The  Option-holder  declares that he has reviewed this Agreement in its
         entirety,  has had an  opportunity to obtain advice of Counsel prior to
         executing  this Agreement and fully  understands  all the provisions of
         this Agreement including the Schedule.

18.7     The Option-holder  further agrees to accept as binding,  conclusive and
         final all decisions or  interpretations of the Board upon any questions
         arising under this Agreement.

18.8     The Option-holder  also agrees to notify the Company upon any change in
         his residential address.

IN WITNESS OF WHICH this  document has been duly executed as a deed and has been
duly delivered on the day and year first above written

---------------------------------           ------------------------------------
Signed by and on behalf of the              Signed by and on behalf of the
Company                                     Employer

----------------------------------
Option-holder

----------------------------------          Name:
   in the presence of (witness)                  -------------------------------

Address:
              ------------------------------------

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

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

<PAGE>

                                   APPENDIX A

                   INVU INC. ENTERPRISE MANAGEMENT INCENTIVES

                          NOTICE OF EXERCISE OF OPTION


TO:      The Company Secretary
         INVU Inc. ("the Company")

1.       I hereby  exercise  my  Option  to  acquire..................Shares  of
         Common Stock in the Company at the Exercise  Price stated in clause 2.5
         of the Agreement dated [...] day of.............. 2001.

2.       Please allot or transfer the said shares, which are to be registered in
         my name.  I accept  and agree that the said  shares are  subject to the
         Agreement and the Articles of Incorporation of the Company.

3.       I  hereby  deliver  to  the  Company  U.S.$................  being  the
         aggregate  Exercise  Price of the total  number of shares in respect of
         which the Option is being exercised.

4.       The  said  shares  are  being  acquired  as  beneficial  owner/personal
         representative  of the  Option-holder and not as trustee or nominee for
         any other person.

5.       Please issue a share  certificate  to me at the address shown below.  I
         agree that any documents  sent to me by ordinary post will be at my own
         risk.



Signature: ...................................

Address: .....................................

         .....................................

         .....................................

         .....................................

Date:    .....................................