EXHIBIT 10.8


                              DISTRIBUTOR AGREEMENT


Agreement between INVU Services Limited (hereby referred to as INVU) and

Company Name:  Millennium Three Solutions Ltd (hereby referred to as MTS)



Date: 11/06/99

OVERVIEW

INVU  Services  Limited is pleased to appoint MTS as a  distributor  with effect
from 11/05/99.  This  appointment is for the INVU range of products as specified
in appendix A.

This appointment  entitles MTS to represent itself as an authorized  distributor
for INVU  Services  Limited and an authorized  distributor  of the relevant INVU
range,  the  territory  to  exclusively  and  solely  cover  Ireland,   Germany,
Scandinavia (Sweden,  Norway,  Finland) and non-exclusively in the United States
of America and Italy.

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

TERMS

1.   INVU Services Limited grants, and MTS accepts,  this exclusive  appointment
     as an  authorized  distributor  for  the  specified  product(s)  from  INVU
     Services  Limited for a period of 12 months  from  11/05/99,  renewable  on
     termination  for a further 12 month period,  subject to agreement from both
     parties.

2.   MTS 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 Services Limited agrees to pass sales leads from the territory to MTS.
     INVU  Services  Limited  also agrees to inform MTS  regarding  trade shows,
     promotional material, press releases and other relevant marketing materials
     and activities in a timely fashion.  MTS undertakes to advise INVU Services
     Limited on a monthly  basis as to the  progress  and follow up of all leads
     and customers contacts relevant to INVU Services Limited products. MTS also
     undertakes  to provide a 90 day rolling  forecast  of business  relevant to
     INVU  Services  Limited.  Prior to  commencement  of this  Agreement,  INVU
     Services  Limited and MTS will agree a 12 month  forecasted  sales plan and
     appropriate stocking levels.



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

5.   MTS must  ensure at all times that it  employs  technical  and sales  staff
     which are  reasonably  sufficient  to fulfil sales and  business  plans and
     provide high levels of service to the customer.

6.   MTS will  provide a first line  support  service to all its clients of INVU
     Services  Limited  products.  This service will handle the initial customer
     call, and resolve any issues which could  normally  expected to be resolved
     by staff of reasonable technical competence.  INVU Services will not handle
     support calls from MTS client directly.

7.   INVU  Services  will provide  second line support and will  implement a web
     site  service for access to new  releases,  bug  clearances  and  technical
     updates.

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

9.   MTS will provide  details of all sales of INVU Services  Limited  products.
     Including  sales  value,  customer  name,  number of  licences  and support
     contracts.  INVU  Services  Limited  agrees to keep  confidential  all such
     information during the course of this Agreement.

10.  MTS will maintain a working  demonstration  system for the  nominated  INVU
     Services Limited products at all times.  INVU Services Limited will provide
     demonstration  software free of charge.  INVU Services  Limited  undertakes
     during the  continuation of this agreement to maintain the software content
     of the demonstration product to the latest specification at all times at no
     additional  cost to MTS. It is the  responsibility  of MTS to  provide,  at
     their  own  cost,   whatever   hardware   that  is  necessary  to  run  the
     demonstration configuration.

11.  Product  supplied to MTS by INVU  Services  Limited will be at 50% discount
     from INVU Services Limited's' published UK recommended retail price list.

12.  As an  exclusive  distributor  MTS must  achieve  minimum  spend  with INVU
     Services  Limited as  specified  in  appendix B. This  achievement  will be
     reviewed  monthly  between  MTS and INVU  Services  Limited  and failure to
     achieve  minimum levels may lead to suspension of the contract  and/or loss
     of exclusivity.  However,  such  suspension or loss of exclusivity  will be
     subject to INVU Services  Limited  giving 30 days notice to MTS in order to
     give opportunity to MTS to achieve spend levels.

13.  Payment  for all INVU  Services  Limited  products  shall be made  prior to
     shipment.



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

15.  INVU Services Limited may be approached  directly for OEM level agreements.
     INVU  Services  reserve the right to supply the  products  directly to such
     OEM's subject to proper discussions with MTS.

16.  The products at all times remain the intellectual property of INVU Services
     Limited and source code and any amendments thereto remain the sole property
     of INVU Services  Limited.  Unless otherwise agreed in writing on a case by
     case basis, MTS shall not copy or replicate the products. In addition,  MTS
     shall  procure  that  any  third  parties,   customers,   employees  and/or
     contractor  agree in writing to  acknowledge  ownership of the software and
     products.

17.  MTS whilst  enjoying  exclusivity  agree not to  provide  any  products  or
     services  which compete  directly or indirectly  with the product range set
     out in appendix A.

18.  Neither  party  shall  be  liable  to the  other  party  for  any  special,
     consequential  and/or  economic  losses,  damages  and/or claims  howsoever
     caused.

19.  This agreement  shall be governed and construed in accordance with the laws
     of England.


FOR AND ON BEHALF OF                       FOR AND ON BEHALF OF MTS
INVU SERVICE LIMITED

Signature                                  Signature
          -------------------------                    -------------------------

Name                                       Name
          -------------------------                    -------------------------

Position                                   Position
          -------------------------                    -------------------------

Date                                       Date
          -------------------------                    -------------------------




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APPENDIX A - INVU SERVICES LIMITED PRODUCTS COVERED BY THIS
AGREEMENT


INVU SOLO
INVU PRO
INVU PRO (Network Edition)
INVU Viewsafe
INVU Webfast


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APPENDIX B - MTS SPEND ACHIEVEMENT





                                      TOTAL
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Quarter 1
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Quarter 2
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Quarter 3
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Quarter 4
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