EXHIBIT 10.14

     DATED                                                           1999
          -----------------------------------------------------------










                                   INVU, INC.





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



                              LOAN STOCK INSTRUMENT

                    CONSTITUTING US$400,000 INTEREST BEARING

                       CONVERTIBLE LOAN STOCK 1999 - 2002

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









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THIS INSTRUMENT is made the _____ day of ______________________________, 1999.

By INVU,  INC., a company  organized and existing under the laws of the State of
Colorado  (whose shares trade on the NASD OTC Bulletin  Board),  whose principal
office  is  at  The  Beren,   Blisworth  Hill  Farm,   Stoke  Road,   Blisworth,
Northamptonshire NN7 3DB ("the Company").

WHEREAS:

The Company has by  resolution  of its Board of Directors  passed today  created
US$400,000 interest bearing Convertible Loan Stock 1999 - 2002 to be constituted
by this Instrument.

NOW THIS INSTRUMENT witnesses and declares as follows:

1.   DEFINITIONS AND INTERPRETATION
     ------------------------------

     1.1  In this Instrument the following  expressions shall have the following
          meanings unless the context otherwise requires:


         "Act"              the U.K. Companies Act 1985 (including any Statutory
                            modifications or re-enactment thereof for the time
                            being in force);

         "Business Day"     a day (other than a Saturday or Sunday) on which
                            banks are generally open for business in London;

         "Certificate"      a certificate for the Loan Stock issued in accord-
                            ance with Clause 8 and in the form set out in the
                            Schedule;

         "Common Shares"    the shares of Common Stock of the Company, no par
                            value.

         "Conversion        the period of 3 years from the date of this Agree-
         Period"            ment;

         "Directors"        the Board of Directors of the Company for the time
                            being;

         "Initial Public    the admission of any of the Common Shares or grant-
         Offering"          ing of permission of any Common Shares to be dealt
                            with on the Official List of London  Stock  Exchange
                            Limited or any other recognized  investment exchange
                            as defined by section 207 of Financial  Services Act
                            1986 or the  admission of such Common  Shares to the
                            Nasdaq  National  Market of The Nasdaq Stock Market,
                            Inc;




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          "Investment       the Investment Agreement of even date between the
          Agreement"        Company, the Investor and David Morgan, John
                            Agostini, Paul O'Sullivan and INVU Services Limited
                            (Company number 3319922);

          "Investor"        Alan David Goldman of 13 Fernville Road, Gosforth,
                            Newcastle upon Tyne NE3 4HT and Vertical
                            Investments Limited (Company number:  71185) of
                            Eagle House, Don Road, St. Helier, Jersey, Channel
                            Islands, JE1;

          "Loan Stock"      the US$400,000  interest  bearing  Convertible  Loan
                            Stock 1999 - 2002 of the Company constituted by this
                            Instrument or as the case  may be the amount thereof
                            for the time being issued and outstanding (including
                            accrued interest);

          "Loan Stock "A"   the loan stock instrument of even date constituting
          Instrument"       US$600,000 interest bearing Convertible Loan Stock
                            1999 - 2002 of the Company;

          "Register"        the register of the Loan Stock kept by the Company
                            pursuant to Clause 10.

     1.2  Any statutory provision shall include a reference to such provision as
          from time to time re-enacted, amended, extended or replaced.

     1.3  A Clause or a Schedule is a reference  to a clause of or a schedule to
          this Instrument.

     1.4  References  to  "redemption"  include  purchase and  repayment and the
          words "redeem" or "redeemed" shall be construed accordingly.

     1.5  Save where the context  otherwise  requires in this  Instrument  words
          importing the singular  number shall include the plural and vice versa
          and words importing one gender shall include all genders.

     1.6  Headings in this  Instrument  are for ease of reference only and shall
          not affect its interpretation.

     1.7  Save  as  expressly   provided  in  this   Instrument  any  words  and
          expressions defined in the U.K. Companies Act 1985 shall bear the same
          respective meanings in this Instrument.



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2.   AMOUNT OF LOAN STOCK
     --------------------

     2.1  The principal  amount of the Loan Stock is limited to US$400,000.  The
          Loan Stock shall be issued in denominations and integral  multiples of
          US$1  in  nominal  amount  subject  to and  with  the  benefit  of the
          provisions of this Instrument.

     2.2  The Loan  Stock  shall be issued for cash at such time or times and on
          such terms as the Directors shall determine.

3.   STATUS OF THE LOAN STOCK
     ------------------------

     3.1  All the obligations and covenants  contained in this Instrument  shall
          be binding on the Company and the  Investor  and all persons  claiming
          through them.

     3.2  The Loan Stock  shall  rank pari passu  equally  and  rateably  and as
          obligations of the Company, except with respect to secured debt of the
          Company incurred with consent of the Investor  Director (as defined in
          the  Investment  Agreement)  in  accordance  with  the  terms  of  the
          Investment Agreement.

4.   INTEREST
     --------

     4.1  Until  such  time as the  Loan  Stock  is  converted  or  redeemed  in
          accordance  with the  provisions of this  Instrument the Company shall
          pay to the Investor  interest on the outstanding  principal  amount of
          the Loan Stock at the rate of:

          4.1.1 8% (eight  per  cent) per  annum  during  the  first six  months
                following the issue of the Loan Stock;

          4.1.2 rising to 9% (nine per cent)  per  annum for the  following  six
                month period; and

          4.1.3 rising to  10%  (ten  per   cent)  per  annum  for  the   period
                thereafter.

     4.2  Interest shall accrue from day to day and be calculated monthly and be
          payable by semi-annual  installments in arrears on 1st January and 1st
          July in each year.

5.   CONVERSION OF LOAN STOCK
     ------------------------

     5.1  Subject to the  provisions of this Clause on the  occurrence of any of
          the events specified in Clause 5.2 ("the Events"),  the Loan Stock (or
          such proportionate  amount as may be determined by the Investor in the
          case of Clauses 5.2.2 and 5.2.3) shall be converted into Common Shares
          at the rate of one  Common  Share  for  every US $0.50 of  outstanding
          principal Loan Stock  converted.  For the avoidance of doubt the right
          of  conversion  shall  lapse in respect of and to the extent that Loan
          Stock has been redeemed.

     5.2  Conversion of the Loan Stock pursuant to Clause 5.1 will take place:



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          5.2.1 immediately  prior  to  the  consummation  of an Initial  Public
                Offering;

          5.2.2 at the option of the Investor, upon the investment of new equity
                capital in the Company resulting in proceeds to the Company of
                at least $4,000,000; and

          5.2.3 on the Investor giving 30 days notice to the Company at any time
                that they wish to convert the Loan Stock pursuant to Clause 5.1.

     5.3  Upon such conversion the Company shall forthwith:

          5.3.1 allot to the Investor the appropriate  number of Common  Shares;
                and

          5.3.2 register  the  name  of  the   Investor   in  the   register  of
                stockholders of the Company in respect of such Common Shares;

          5.3.3 if any director of the Company registers any of its shares under
                the Securities Act of 1933, as amended (the  "Securities  Act"),
                Investor shall  have the right to  register  the same  number of
                shares owned by Investor on the same terms and conditions as the
                director's share registration  provided, however,  that any such
                shares of Common Stock  requested  by Investor to be included in
                such registrations  shall be subject to cutback or exclusion (it
                being understood that all shares of Common Stock requested to be
                registered by any  director(s) and Investor  shall be cutback or
                excluded  proportionately) as may be reasonably  required by the
                managing  underwriter  based upon market factors  affecting  the
                offering; and

          5.3.4 issue the relative share certificate(s) to the Investor.

     5.4  Upon such  conversion the Company shall  forthwith pay to the Investor
          such  sums  as  amount  to all  accrued  interest  up to the  date  of
          conversion  (after deduction of any tax as aforesaid in respect of the
          Loan Stock).

     5.5  The  Common  Shares  issued  pursuant  to  Clause  5.3  shall  be duly
          authorized,  validly issued,  fully paid and non-assessable  shares of
          Common  Stock and shall carry the right to receive all  dividends  and
          other distributions declared made or paid and shall rank pari passu in
          all other respects and form one class with the existing ordinary share
          capital of the Company and, subject to Clause 5.7 and the registration
          requirements  of Section 5 of the Securities  Act (such  requirements,
          the  "Registration  Requirements"),   shall  not  be  subject  to  any
          restriction or encumbrance.

     5.6  Subject  to the  payment  of  interest  pursuant  to Clause  5.4,  the
          conversion   of  Loan  Stock  to  Common   Shares  shall  be  in  full
          satisfaction and discharge of the outstanding  principal in respect of
          the Loan Stock so converted.



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     5.7  The  Investor  shall not  transfer  or sell any of the  Common  Shares
          acquired by virtue of conversion of Loan Stock hereunder, prior to the
          earlier of:

          5.7.1 12 months from the date hereof; or

          5.7.2 6 months from the date of an Initial Public Offering;

          provided,  however,  that the Investor  shall be permitted to transfer
          all or a  portion  of the  Common  Shares  to  members  of  Investor's
          immediate family and/or Tom Maxfield.

     5.8  By  acceptance  of  the  Loan  Stock  Certificate,   the  Investor  is
          acknowledging  that:  the Investor is acquiring the Loan Stock and the
          Common Shares  issuable upon  conversion  thereof for  Investor's  own
          account, not as a nominee or agent, and not with a view to, or for the
          resale or  distribution  of any part thereof except in compliance with
          the Registration  Requirements.  The Investor has no present intention
          of selling,  granting any participation in, or otherwise  distributing
          the same.

     5.9  By acceptance  of the Loan Stock  Certificate,  Investor  acknowledges
          that,  because they have not been registered  under the Securities Act
          the Loan Stock and the Common Shares issuable upon conversion  thereof
          must be held  indefinitely  unless  subsequently  registered under the
          Securities Act or an exemption from such registration is available.

6.   REDEMPTION OF LOAN STOCK
     ------------------------

     6.1  The Company may redeem the Loan Stock  together with accrued  interest
          at any time during the period of 12 months from the date hereof.

     6.2  All Loan Stock not converted in  accordance  with Clause 5 or redeemed
          in accordance  with Clause 6.1 shall be redeemed by the Company at par
          together with accrued  interest to the Investor on the  anniversary of
          the date of this  Instrument in the year 2002 upon receipt of 30 days'
          written notice from the Company or the Investor to the other or at any
          time thereafter on such notice.

     6.3  Except as provided in Clauses 6 and 7, the Company  cannot  redeem the
          Loan Stock.

7.   ACCELERATED REPAYMENT OF LOAN STOCK
     -----------------------------------

     7.1  The Loan Stock shall  become  immediately  redeemable  at par together
          with any  accrued  and unpaid  interest  (after  deduction  of any tax
          aforesaid):

          (a)  at the  Investor's  option,  if the  Company  fails to repay  any
               interest on the principal amount of the Loan Stock within 14 days
               after the due date for such payment;



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          (b)  if  the  Company  or any  subsidiary  of the  Company  ceases  or
               threatens to cease to carry on its business or a substantial part
               of its business;

          (c)  if the Company or any  subsidiary of the Company is (or is deemed
               to be)  unable  to or admits  inability  to pay its debts as they
               fall due or  proposes  or enters  into any  composition  or other
               arrangement for the benefit of its creditors generally;

          (d)  if any order is made by any competent  court or any resolution is
               passed by the  Company or any  subsidiary  of the Company for the
               winding up or dissolution or for the  appointment of a liquidator
               of the Company or any  subsidiary of the Company  (except for the
               purpose of a solvent amalgamation or reconstruction);

          (e)  if  an   encumbrancer   takes   possession   or  a  receiver   or
               administrative  receiver or manager is  appointed of the whole or
               any material part of the  undertaking or assets of the Company or
               any subsidiary of the Company or any distress or other process is
               levied or  enforced  upon any of the  material  assets  rights or
               revenues of the Company or any  subsidiary of the Company and any
               such action is not lifted or discharged within 30 days;

          (f)  if any order is made by any competent  court for the  appointment
               of an  administrator in relation to the Company or any subsidiary
               of the Company which is not lifted within 30 days;

          (g)  if the  security  constituted  by any mortgage or charge upon the
               whole or any material  part of the  undertaking  or assets of the
               Company or any subsidiary of the Company may be realized upon;

          (h)  if the Company or any  subsidiary of the Company fails to perform
               or  observe  any  of  the  provisions  of  this  Instrument,  the
               Investment Agreement or the Loan Stock "A" Instrument; or

          (i)  at the Investor's  option, if the Company fails to become current
               with  respect to all  filings  required to be made by it with the
               U.S.  Securities and Exchange Commission ("SEC") by September 30,
               1999 or if the  Company  becomes  delinquent,  at any time,  with
               respect to any filing  required to be made by it with the SEC and
               such delinquency is not cured within 30 days.

     7.2  The  Company  shall  forthwith  give  notice  to the  Investor  of the
          happening of any event  mentioned in Clause 7.1 upon becoming aware of
          the same.

8.   CERTIFICATES
     ------------

     8.1  The Company shall issue duly executed  Certificates to the Investor in
          accordance with the provisions of this Instrument.



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     8.2  If any  Certificate  is defaced worn out lost or destroyed the Company
          may issue a new  Certificate  on such terms (if any) as the  Directors
          may require as to  indemnity  and evidence of  defacement  wearing out
          loss or  destruction.  In the case of  defacement  or wearing  out the
          defaced or worn out  Certificate  shall be  surrendered  and cancelled
          before  the  new  Certificate  is  issued.  In the  case  of  loss  or
          destruction  the person  availing  himself of the  provisions  of this
          Clause  shall  also pay to the  Company  (if  demanded)  all  expenses
          incidental to the investigation of evidence of loss or destruction and
          the  preparation  of any form of indemnity.  There shall be entered in
          the Register  particulars of the issue of any new  Certificate and any
          indemnity.

     8.3  The  Loan  Stock  shall  be held  subject  to the  provisions  of this
          Instrument and of the  Certificate,  which provisions shall be binding
          on the Company and the  Investor and all persons  claiming  through or
          under them respectively.

9.   PLACE OF PAYMENT
     ----------------

     The  principal  amount of the Loan  Stock or any part of the Loan Stock and
     any accrued interest will be payable at the principal office of the Company
     in the United  Kingdom.  All payments will be made in United States dollars
     in immediately available funds.

10.  REGISTER OF INVESTOR
     --------------------

     10.1 The Company shall at all times  maintain a register at its  registered
          office or at such other place in England and Wales as it may from time
          to time decide showing:

          (i)  the name(s) and  address(es)  of the holder(s) for the time being
               of the Loan Stock;

          (ii) the amount of Loan Stock held by each Investor;

          (iii) the date of issue of the Loan Stock to each Investor; and

          (iv) the serial number of each  Certificate  issued for the Loan Stock
               and its date of issue.

     10.2 The  Investor  shall  notify the  Company of any change of its name or
          address and the Company upon receiving such  notification  shall alter
          the Register accordingly.

     10.3 The  Register  shall  at all  times  prescribed  by law  be  open  for
          inspection by the Investor or their duly authorized representatives.

11.  TITLE OF INVESTOR REGARDING LOAN STOCK
     --------------------------------------

     11.1 The Company shall recognize the registered holder of any Loan Stock as
          the sole absolute  owner thereof and as alone  entitled to receive and
          give effectual discharge for the monies comprised therein. The Company
          shall not be bound to take notice



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          or see to the  execution  of any  trust  whether  express  implied  or
          constructive  to which any Loan Stock may be subject  and shall not be
          affected by any notice it may have whether  express or constructive of
          the right title  interest or claim of any other  persons to or in such
          Loan Stock or monies.

     11.2 The  Investor  shall be entitled to the  principal  amount of the Loan
          Stock and accrued interest (after deduction of any tax aforesaid) free
          from any equity  set-off  or  cross-claim  on the part of the  Company
          against the Investor.

12.  NON-TRANSFERABILITY OF LOAN STOCK
     ---------------------------------

     The Loan Stock shall not be transferable by the Investor  without the prior
     written consent of the Company not to be unreasonably  withheld or delayed;
     provided, however, Investor shall be permitted to transfer all or a portion
     of the Loans Stock to members of  Investor's  immediate  family  and/or Tom
     Maxfield,  so  long  as  such  transferee  makes  the  acknowledgments  and
     representations set forth in Sections 5.8 and 5.9 to the Company.

13.  ALTERATION OF THIS INSTRUMENT
     -----------------------------

     The  provisions  of this  Instrument  and the  conditions on which the Loan
     Stock are held may be  altered  abrogated  or added to with the  consent in
     writing of the Company and the Investor.

14.  NOTICES
     -------

     14.1 Any notice or other  communication  to be given  under this  Agreement
          shall be in writing and shall be delivered  personally or sent by fist
          class pre-paid post telex or facsimile transmission. The addresses for
          service of the Parties shall be the addresses  stated at the beginning
          of this  Agreement  (provided  that any  Party may by  written  notice
          serviced in accordance with this Clause substitute  another address in
          England which shall then become that Party's address for service).

     14.2 All  notices  and  other  communications  shall be deemed to have been
          served as follows:

          (a)  if personally delivered at the time of delivery;

          (b)  if  posted  at the  expiration  of 48 hours  after  the  envelope
               containing  the same was delivered into the custody of the postal
               authorities; and

          (c)  if  communicated  by  telex  or  facsimile  transmission  when  a
               successful transmission report is received.

     14.3 In proving such service it shall be  sufficient to prove that personal
          delivery was made or that the envelope containing such notice or other
          communication was properly addressed and delivered into the custody of
          the postal  authorities  as a pre-paid  first class letter or that the
          telex transmission was made and the



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          recipient's  "answerback"  received the same  transmission or that the
          facsimile  transmission  was made  evidenced by the relevant  activity
          report.

     14.4 The deemed service provisions set out in clause 14.2 do not apply to a
          notice  served by post,  if there is a national  or local  suspension,
          curtailment  or  disruption  of  postal   services  which  affect  the
          collection  of such  notice or if that  notice  cannot  reasonably  be
          expected to be delivered  with 48 hours of posting,  in which case the
          notice shall be served when actually delivered.

15.  LAW
     ---

          This Instrument  shall be governed by and construed in accordance with
          English law.

16.  WAIVER
     ------

          The  Company  hereby  waives   presentment,   demand  for  payment  or
          redemption,  notice of  breach or  default,  dishonor  or  nonpayment,
          protest  and notice of protest  and all other  demands  and notices in
          connection with the delivery,  acceptance,  performance or enforcement
          of this Instrument.

         IN WITNESS whereof this Instrument has been executed and delivered as a
deed on the date first above written.









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                                    SCHEDULE
                                    --------

                         Form of Loan Stock Certificate
                         ------------------------------
                                   INVU, Inc.
                                   ----------

Certificate No           Nominal Amount of Loan Stock
--------------           ----------------------------


ISSUE of up to US$400,000 interest bearing Convertible Loan Stock 1999 - 2002.

Created and issued  pursuant to the Company's  constitution  and a Resolution of
its Board of Directors passed on [___________].

THIS IS TO CERTIFY that  [______________________] of/ whose registered office is
at     [____________________]     is/are    the    registered    holder(s)    of
US$[_________________]  of the interest  bearing  Convertible  Loan Stock 1999 -
2002  which Loan  Stock is  constituted  by an  Instrument  entered  into by the
Company  on and  dated  [______________]  1999  and  is  issued  subject  to the
provisions contained in that Instrument.

Interest  is at the per annum rate of 8% (eight  per cent)  during the first six
months  from  the  date of this  Certificate,  rising  to 9% per  annum  for the
following  six month  period,  rising to 10% per annum  thereafter  and interest
shall accrue from day to day,  shall be calculated  monthly and shall be payable
by half yearly installments on 1st January and 1st July in each year.

The Loan Stock is convertible  and  redeemable in accordance  with the terms and
conditions  contained in the  Instrument  a copy of which is available  from the
Company.

EXECUTED as a DEED and DELIVERED by INVU, INC. this ____ day of
___________________, 1999



-----------------------------------
Director




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EXECUTED as a DEED and DELIVERED                              )
by INVU, INC. acting by its two directors/                    )
director and secretary                                        )

                                            Director

                                            Director/Secretary