EXHIBIT 10.9


                        GOLD STANDARD RESELLER AGREEMENT


Agreement  between  INVU  Services  Limited  (hereby  referred  to as INVU)  and
Computer Associates International, Inc.

(Hereby referred to as CA)

Date: June 16, 1999                                  Our Ref: MPW/CAGPS


OVERVIEW

         INVU is pleased to appoint CA as an Authorized  Gold Standard  Reseller
with  effect  from June 16,  1999.  This  appointment  is for the INVU  range of
products, as specified in Appendix A.

         This  appointment  entitles  CA to  represent  itself as an  Authorized
Reseller for INVU and an Authorized Reseller of the relevant INVU range.

         In accordance  with this  appointment,  CA agrees to use all reasonable
endeavors to promote and sell the INVU range of products.

TERMS

1.       INVU  grant,  and  CA  accepts  this  non-exclusive  appointment  as an
         Authorized Reseller for the specified product(s) from INVU for a period
         of 12 months from June 16,  1999,  renewable  on  termination  for a 12
         month period, subject to agreement from both parties.

2.       CA agrees to provide qualified and competent sales and marketing staff,
         and to use all reasonable endeavors to maximize the sales opportunities
         for the INVU range.

3.       INVU  agrees to pass sales  leads to CA subject to  availability.  INVU
         also agree to inform CA regarding  Trade Shows,  promotional  material,
         press releases and other relevant marketing materials and activities in
         a timely fashion.  CA undertake to advise INVU on a monthly basis as to
         the progress and follow up of all leads and customer  contacts relevant
         to INVU  products.  CA also  undertake  to provide a ninety day rolling
         forecast of business relevant to INVU.

4.       All reasonable quantities of sales literature,  marketing materials and
         the like,  required  in the normal  course of business  for  promoting,
         selling and  marketing  of product  from INVU will be supplied  free of
         charge.

5.       INVU will provide two places on INVU's technical  training courses free
         of charge to CA personnel.



**   [Confidential  Treatment]  indicates  portions  of this  document that have
     been deleted from this document and have  been  separately  filed  with the
     Securities and Exchange Commission.

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6.       CA must  ensure at all times that is employs  two  technical  staff who
         have attended the INVU one day technical authorization course.

7.       CA will provide a first line support service to all its clients on INVU
         products.  This  service  will handle the initial  customer  call,  and
         resolve any issues  which could  normally be expected to be resolved by
         staff  who have had the INVU  training.  INVU will not  handle  support
         calls from CA clients directly.

8.       CA will be permitted to use the  Authorized  Dealer not line  technical
         support  facility  for its own second line support  needs.  Full online
         access will also be  available  to the INVU web site  support  page for
         access to new releases, but clearances,  and technical updates. CA must
         purchase their own modem and connectivity means to enable access to the
         web site.

9.       INVU  retains the right to charge CA for support  and  management  time
         spent in answering  support  calls and onsite  visits which should have
         been resolved by training CA staff.  Standard  INVU charging  rates are
         available on request.

10.      INVU  product  sold  through  CA will be  covered  by the INVU  product
         warranties set out in the INVU software license.

11.      CA will maintain a working  demonstration system for the nominated INVU
         products  at  all  times,   INVU  will  provide,   free  of  charge,  a
         "Demonstration  Product",  comprising one item of INVU  software.  INVU
         undertakes  during the  continuation  of this agreement to maintain the
         software content "Demonstration Product" to the latest specification at
         all times at no additional cost to the dealer. It is the responsibility
         of CA to provide,  at their own cost, whatever hardware as is necessary
         to run the demonstration system.

12.      Product  supplied  to CA by  INVU will be at  **[Confidential Treatment
         Requested]% discount from INVU's published  United Kingdom  recommended
         retail  price  list.  Product  shown  on  rolling 90 day forecasts will
         normally be shipped within one working day of receipt of order. Product
         not  shown  on  90  day  rolling  forecasts  may be subject to delivery
         delays, normally not exceeding five days.

13.      Gold Standard Resellers must  achieve a minimum spend with INVU of US $
         **[Confidential Treatment Requested] per calendar  year. This  achieve-
         ment will be reviewed by the  INVU account manager in the month follow-
         ing the end of quarter, and  failure to achieve  the minimum level will
         lead to suspension of this contract.  Supply of INVU product will  then
         only be made  on the standard  registered VAR terms  of **[Confidential
         Treatment Requested]% discount, and the VAR will have no access to INVU
         leads, marketing activities and materials.

14.      INVU reserves the right to amend the United Kingdom  recommended retail
         price list at any time subject to 30 days notice in writing.

15.      CA will only sell INVU  products to genuine end user clients for use on
         hardware  configurations  which belong to them.  CA will not supply the
         range of INVU products to resellers who are not authorized by INVU.



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16.      For the term of this  agreement,  CA is appointed  as an Gold  Standard
         Authorized  Reseller.  If the contract is terminated for any reason, CA
         must stop use of these terms immediately.

17.      This agreement is governed and construed in accordance with the laws of
         England.

         Two copies of the agreement should be signed by an authorized signatory
for the  company,  and  returned to INVU.  The  agreement is not deemed to be in
place until INVU have countersigned the agreement and returned it.

FOR AND ON BEHALF OF COMPUTER ASSOCIATES INTERNATIONAL, INC.


Signature         /s/ Michael [Peckham]
                  --------------------------------

Name              Michael [Peckham]
                  --------------------------------

Position          Senior Vice President
                  --------------------------------

Date              6/25/99
                  --------------------------------



FOR AND ON BEHALF OF INVU SERVICES LIMITED


Signature         /s/ David Morgan
                  --------------------------------

Name              D. Morgan
                  --------------------------------

Position          President & CEO
                  --------------------------------

Date              26/5/99
                  --------------------------------


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APPENDIX A - INVU PRODUCTS COVERED BY THIS AGREEMENT

INVU PRO
INVU PRO (Network Edition)



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                         ADDENDUM TO RESELLER AGREEMENT
                                       FOR
                             PRODUCTS ("Agreement")
                       DATED JUNE 16, 1999 BY AND BETWEEN
                         INVU SERVICES LIMITED ("Invu")
                                       AND
              COMPUTER ASSOCIATES INTERNATIONAL, INC. ("Reseller")



         The Agreement  dated June 16, 1999,  as amended with certain  deletions
shown thereon,  and all Supplements  referring  thereto,  are hereby modified as
follows  below.  Any  reference  to the  Agreement  shall mean the  Agreement as
modified by this Addendum.  In the event of any inconsistency  between the terms
of the Agreement, any Supplemental and this Addendum, this Addendum shall govern
and control unless expressly agreed by the parties.

         1. Computer Associates  International,  Inc. shall be deemed to include
Computer  Associates   International,   Inc.,  its  parent  company  ,  and  all
affiliates,  subsidiaries,  and divisions  controlling,  controlled by, or under
common control with, Computer Associates International, Inc.
("Reseller"), wherever located on a worldwide basis.

         2. All licenses granted to Reseller  pursuant to the Agreement shall be
worldwide,  perpetual,  fully  paid-up,  and  non-exclusive  licenses.  Reseller
acknowledges  that, from time to time,  Reseller may purchase licenses from Invu
from nominated distributor.

         3. All  software  licenses  granted  and  services to be  delivered  to
Reseller  shall be  installed  by Invu and shall be subject in all respects to a
sixty (60) day warranty period set forth herein.  Notwithstanding warranties set
out in Clause 8 below,  Invu  warrants  that the licenses  granted shall be free
from defects in materials and workmanship. In the event that such defects occur,
then Invu shall replace/repair at Invu's option the said licenses.

         4.  Reseller  may make copies of the  Products for archival and back-up
purposes and use such  archival or back-up  copies on a system other than as the
license provides herein or at an installation site other than that identified in
the applicable Supplement for the purposes of conducting testing of the disaster
recovery plan's procedures and effectiveness and during any period subsequent to
the occurrence of an actual  disaster  during which the Reseller  cannot operate
the Products.

         5. At any time that Reseller shall elect, Reseller shall be entitled to
contract with a third party to provide  outsourcing  or  third-party  processing
services  respecting  the Products.  Should any Products be used in such manner,
Invu shall  cooperate with Reseller in providing such third party with access to
the Products as soon as practicable.

         6. All payment terms shall be Net 30 days from the date of invoice. Any
invoiced  amount which is not the subject of a bona fide dispute and not paid on
or before the due date may be subject to a  reasonable  service  charge,  but no
payment of late fees or interest  shall be due. If Reseller shall fail to pay an
undisputed invoice,  Reseller shall pay all of Invu's actual out-of-pocket costs
and


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expenses (including  reasonable attorney's fees) if payment is rightfully due to
Invu and legal action is required to collect outstanding balances.

         7. Invu  represents  and warrants that the pricing  granted to Reseller
represents the best price currently  available from Invu. In the event that Invu
reduces its prices generally during a period within five (5) years from the date
hereto, Invu will notify Reseller and permit Reseller to receive the benefits of
such  preferential  pricing.  For a  period  of ten (10)  days  from the date of
license,  the  maintenance  fees for the Products  shall not increase  more than
**[Confidential  Treatment  Requested] percent from the maintenance fees paid by
Reseller in the previous year. In addition,  for a period of ten (10) years from
the  date  of  license,  the  maintenance  rate  of  **[Confidential   Treatment
Requested] percent shall remain fixed and shall not increase in any respect. Any
future  purchase  of goods or  services  from Invu will be  subject  to the same
preferential pricing provided to Reseller hereunder.

         8. Support and  maintenance  services  for Products  shall at all times
consist  of  support,  updates  and fixes as they  become  available.  Major new
releases  will be  subject  to  further  charges,  which  will be re-sold by the
Reseller to the end-users.  Support and  maintenance  services will at all times
include (a) telephone  consultation on use of the Products and error  diagnosis,
isolation and correction via remote  telephone  support or e-mail as applicable,
dial-in access during  standard  support hours;  (b) the furnishing of available
error or defect  problem  solutions  on a timely  basis,  (c) an error or defect
reporting service; and (d) technical bulletins and written updates. Reseller may
initiate  on-site support subject to  availability  at additional  charges,  but
there shall be no charge for on-site  maintenance  services,  if Invu's services
pursuant  to this  agreement  fail to remedy the  defective  operation  of these
Products.

         In the event that Invu shall have ceased providing maintenance services
to  Reseller,  Invu shall  deliver a copy of the source  code for the  Products.
Reseller  will,  however,  only use such copy of the source code  internally  to
support the Products.

         Invu  warrants  that,  for as long as  Reseller  is entitled to receive
maintenance from Invu for the Products, the Products shall perform substantially
in accordance with the corresponding  technical  specifications set forth in the
user's manual provided by Invu with the Products on the Equipment recommended by
Invu and set forth on the  Supplemental  or other Order.  Invu's sole obligation
under this warranty shall be limited to using its reasonable  efforts to correct
such defects and supply  Reseller  with a corrected  version of such Products as
soon as  practicable  after  Reseller has notified Invu of such defects.  In the
event  that Invu  shall be unable to cause the  Products  to  operate  following
notification of the defect by Customer,  Reseller shall be entitled to terminate
this license  with respect to such  Products and be entitled to receive a refund
of all fees paid hereunder.  However, neither party shall be liable to the other
party for any consequential,  special,  indirect and/or economic losses,  costs,
claims and/or damages howsoever caused.

         9. Either party may terminate this Agreement or any particular  license
granted  hereunder  upon  thirty  (30) days  written  notice.  Immediately  upon
termination  of this Agreement  and/or any particular  license for reasons other
than  Invu's  breach,   Reseller  shall  return  or  destroy  all  Products  and
Documentation  (provided under such terminated  licenses) and all copies thereof
in any form  (including  translations  and  compilations),  whether  partial  or
complete,  and whether or not  modified or merged  into other  Products  made by
Customer. If requested by Invu (and only if Invu is not in


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breach),  Reseller  shall certify in writing as to the return or  destruction of
such  Products and  Documentation  and all copies  thereof.  Invu shall have the
right to use reasonable means to verify  Customer's  actual compliance with such
certification.

         10.  Reseller  and Invu agree not to  disclose  to any third  party any
Confidential  Information  disclosed to it by the other party  without the prior
written consent of the disclosing  party.  Each party further agrees to take the
same care with the other's Confidential Information as it does with its own, but
not  less  than a  reasonable  standard  of  care.  Each  party  agrees  to take
appropriate  action  by  instruction  or  agreement  with  all  persons  who are
permitted access to Confidential Information. Reseller shall limit access to the
Confidential  Information  of Invu to those  persons  having a need to know such
information in order to exercise or perform  Customer's  rights and  obligations
under this Agreement.

         11. The terms set forth herein shall not be interpreted or construed to
prevent or restrict  Reseller from  participating in any manner in the creation,
development or distribution of type of computer software or program with similar
functions or features competitive to the Products licensed hereunder.

         12. This  Agreement  shall be governed by, and  construed in accordance
with, the laws of England.

         13. This  Agreement is not assignable by either party without the prior
written  consent of the other party,  which  consent  shall not be  unreasonably
withheld or delayed;  except that consent shall not be necessary in the event of
Reseller's  assignment to any affiliate,  subsidiary or division.  Except as set
forth above, any attempt to assign any of the rights,  duties, or obligations of
this  Agreement  without  such  consent  shall be void and no effect.  Only upon
obtaining  Reseller's  prior  written  consent in each  instance,  Invu shall be
entitled  to fulfill any of its  obligations  under this  Agreement  through the
services of any independent party.

         14. This Agreement can be modified only by a written  agreement  signed
by persons duly authorized to sign agreements on behalf of Reseller and Invu.

         15. Invu represents and warrants that the Products will operate before,
during and after January 1, 2000, with no adverse effects or consequences to the
operation of the Products due to the change in century.

         16. Invu  represents  and warrants  that the  Products  will operate in
accordance with all currencies  worldwide,  including Euro  conversions  with no
adverse  effects or  consequences  to the  operation  of the Products due to the
change of currencies or phased implementation of the Euro.

         17. Invu  represents and warrants that the Products do not and will not
contain any disabling codes,  viruses,, or other mechanisms which will cause the
interruption  or  impairment of  Reseller's  operations of the Products.  In the
event such codes are  discovered,  Invu will promptly  remove them or consent to
the issuance of a temporary restraining order to prevent their operation.

The Effective Date of the Agreement is June 16, 1999.


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VENDOR                                    COMPUTER ASSOCIATES INTERNATIONAL INC.
INVU SERVICES LIMITED

BY:      /s/ David Morgan                 BY:      Michael [Peckham]
         -----------------------                   -----------------------------

TITLE:   President & CEO                  TITLE:   Senior Vice President
         -----------------------                   -----------------------------

NAME:    D. Morgan                        NAME:    Michael [Peckham]
         -----------------------                   -----------------------------

DATE:    26/5/99                          DATE:    6/25/99
         -----------------------                   -----------------------------


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