DEBENTURE AND WARRANT SHARES ESCROW AGREEMENT

                  DEBENTURE AND WARRANT SHARES ESCROW AGREEMENT (this
"Agreement"),  dated as of May 1,  2000,  by and among  INVU,  Inc.,  a Colorado
corporation  with its principal  place of business at The Beren,  Blisworth Hill
Farm, Stoke Road,  Blisworth,  North- hampton,  NNZ 3DB (the "Company");  Kaplan
Gottbetter  & Levenson,  LLP with its  principal  place of business at 630 Third
Avenue, New York, NY 10017 (the "Escrow Agent");  GEM Global Yield Fund Limited,
a Nevis company,  with its administrative  office at Loughran & Co., 38 Hertford
St.,  London W1Y 7TG ("GEM  Global");  and Turbo  International  Ltd., a Bahamas
corporation,  with its  administrative  office at 50 Shirley Street,  P.O. Box N
7755,  Nassau,  Bahamas  ("Turbo") (each of GEM Global and Turbo is a "Purchaser
and collectively the "Purchasers").

                                    Recitals

                  A.  Simultaneously  with the execution of this Agreement,  the
Purchasers  and  the  Company  entered  into a  Convertible  Debenture  Purchase
Agreement,  dated as of the date hereof (the "Purchase Agreement")  incorporated
herein by reference,  pursuant to which the  Purchasers  have agreed to purchase
certain  Debentures and Warrants (the  "Debentures"  and the  "Warrants") of the
Company.

                  B.  The  Escrow  Agent  is willing to act as escrow agent pur-
suant  to the  terms of this  Agreement  with  respect  to the  purchase  of the
Debentures and the Warrants.

                  C.  All capitalized terms  used but not  defined  herein shall
have the meanings ascribed thereto in the Purchase Agreement.

                  NOW, THEREFORE, IT IS AGREED:

                  1. Procedure for Escrow. The procedure of escrow shall be
governed by the provisions of Article 2 of the Debenture Purchase Agreement.

                  2.  Terms of Escrow.  The terms of the escrow shall be
governed by Article 4 of the Purchase Agreement, Article 2 of the Warrant and
Articles 4 and 5 of the Debenture.

                  3.  Duties and Obligations of the Escrow Agent.

                           (a)      The parties hereto agree that the duties and
obligations  of the  Escrow  Agent  are  only  such as are  herein  specifically
provided and no other.  The Escrow Agent's duties are as a depositary  only, and
the Escrow Agent shall incur no liability whatsoever,  except as a direct result
of its willful misconduct or gross negligence.


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                           (b)      The Escrow Agent may consult with counsel of
its choice, and shall not be liable for any action taken, suffered or omitted by
it in accordance with the advice of such counsel.

                           (c)      The Escrow Agent shall not be bound in any
way by the terms of any other  agreement to which the Purchasers and the Company
are parties, whether or not it has knowledge thereof, and the Escrow Agent shall
not in any way be required to determine  whether or not any other  agreement has
been  complied  with by the  Purchasers  and the  Company,  or any  other  party
thereto.  The Escrow  Agent shall not be bound by any  modification,  amendment,
termination,  cancellation,  rescission or supersession of this Agreement unless
the same  shall be in  writing  and signed  jointly  by the  Purchasers  and the
Company, and agreed to in writing by the Escrow Agent.

                           (d)      If the Escrow Agent shall be uncertain as to
its duties or rights hereunder or shall receive instructions,  claims or demands
which,  in its  opinion,  are in  conflict  with any of the  provisions  of this
Agreement, it shall be entitled to refrain from taking any action, other than to
keep safely all  property  held in escrow or to take  certain  action,  until it
shall jointly be directed otherwise in writing by the Purchasers and the Company
or by a final judgment of a court of competent jurisdiction.

                           (e)      The Escrow Agent shall be fully protected in
relying upon any written  notice,  demand,  certificate or document which it, in
good faith,  believes to be genuine.  The Escrow Agent shall not be  responsible
for the sufficiency or accuracy of the form, execution,  validity or genuineness
of  documents or  securities  now or hereafter  deposited  hereunder,  or of any
endorsement  thereon,  or for  any  lack  of  endorsement  thereon,  or for  any
description  therein; nor shall the Escrow Agent be responsible or liable in any
respect on account of the identity, authority or rights of the persons executing
or delivering or purporting to execute or deliver any such document, security or
endorsement.

                           (f)      The Escrow Agent shall not be required to
institute legal  proceedings of any kind and shall not be required to defend any
legal  proceedings  which may be  instituted  against  it or in  respect  of the
Consideration.

                           (g)      If the Escrow Agent at any time, in its sole
discretion,  deems it  necessary  or  advisable  to  relinquish  custody  of the
Consideration,  it may do so by  delivering  the same to any other  escrow agent
mutually  agreeable  to the  Purchasers  and the Company  and, if no such escrow
agent shall be selected within three days of the Escrow Agent's  notification to
the  Purchasers  and the Company of its desire to so  relinquish  custody of the
Consideration,  then the Escrow Agent may do so by delivering the  Consideration
to the clerk or other proper officer of a court of competent jurisdiction as may
be permitted by law. The fee of any court officer shall be borne by the Company.
Upon such  delivery,  the  Escrow  Agent  shall be  discharged  from any and all
responsibility or liability with respect to the Consideration and this Agreement
and the Company and the  Purchasers  shall  promptly pay to the Escrow Agent all
monies  which  may be owed it for its  services  hereunder,  including,  but not
limited to,  reimbursement of its  out-of-pocket  expenses pursuant to paragraph
(i) below.


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                           (h)      This Agreement shall not create any
fiduciary duty on the Escrow Agent's part to the Purchasers or the Company,  nor
disqualify the Escrow Agent from representing either party hereto in any dispute
with the other, including any dispute with respect to the Consideration.

                           (i)      The Escrow Agent represents that it is
counsel to the Purchasers.  The parties agree that the Escrow Agent's engagement
as provided for herein is not and shall not be objectionable for any reason.

                           (j)      Upon the performance of this Agreement, the
Escrow Agent shall be deemed released and discharged of any further  obligations
hereunder.

                  4.  Indemnification.

                           (a)      The Purchasers hereby indemnify and hold
free and harmless  Escrow Agent from any and all losses,  expenses,  liabilities
and  damages  (including  but not limited to  reasonable  attorney's  fees,  and
amounts  paid in  settlement)  resulting  from  claims  asserted  by the Company
against Escrow Agent with respect to the performance of any of the provisions of
this Agreement.

                           (b)      The Company hereby indemnifies and holds
free and harmless  Escrow Agent from any and all losses,  expenses,  liabilities
and damages (including but not limited to reasonable attorney's fees, and amount
paid in  settlement)  resulting from claims  asserted by the Purchasers  against
Escrow Agent with respect to the  performance  of any of the  provisions of this
Agreement.

                           (c)      The Purchasers and the Company, jointly and
severally,  hereby indemnify and hold the Escrow Agent harmless from and against
any and all  losses,  damages,  taxes,  liabilities  and  expenses  that  may be
incurred  by  the  Escrow  Agent,  arising  out  of or in  connection  with  its
acceptance of appointment as the Escrow Agent  hereunder  and/or the performance
of its duties pursuant to this Agreement, the Purchase Agreement, the Debentures
and the Warrants, including, but not limited to, all legal costs and expenses of
the Escrow Agent  incurred  defending  itself  against any claim or liability in
connection with its performance hereunder,  provided that the Escrow Agent shall
not be entitled to any indemnity for any losses, damages, taxes,  liabilities or
expenses that directly result from its willful misconduct or gross negligence.

                           (d)      In the event of any legal action between the
parties to this  Agreement  to enforce  any of its terms,  the legal fees of the
prevailing party shall be paid by the party(ies) who did not prevail.

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                  5.  Miscellaneous.

                           (a)   All Notice of Conversions, Objections, notices,
requests,  demands and other communications  hereunder shall be in writing, sent
by telecopier, upon proof of sending thereof to the following addresses:

         (i)      If to the Company:                 INVU, Inc.
                                                     The Beren,
                                                     Blisworth Hill Farm
                                                     Stoke Road
                                                     Blisworth
                                                     North-hampton, NNZ 3DB
                                                     Attn: David Morgan
                                                     Tel: 011 44 1604 859893
                                                     Fax: 011 44 1604 859902

                  With copies to:                    Jenkens & Gilchrest, P.C.
                                                     1445 Ross Avenue,
                                                     Suite 3200
                                                     Dallas, TX 75202-2799
                                                     Attn: Mark D. Wigder, Esq.
                                                     Tel: (214) 855-4326
                                                     Fax: (214) 855-4300

         (ii)     If to the Purchasers:              At the fax numbers set
                                                     forth in the Purchase
                                                     Agreement.

         (iii)    If to the Escrow Agent:            Kaplan Gottbetter &
                                                     Levenson, LLP
                                                     630 Third Avenue, 5th Floor
                                                     New York, NY 10017-6705
                                                     Attn: Adam S. Gottbetter,
                                                        Esq.
                                                     Tel: 212-983-6900
                                                     Fax: 212-983-9210

or at such other  address as any of the parties to this  Agreement may hereafter
designate in the manner set forth above to the others.

                           (b)      This Agreement shall be construed and
enforced  in  accordance  with the law of the  State of New York  applicable  to
contracts entered into and performed entirely within New York.

                           (c)     This Agreement may be executed in two or more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and  delivered  to the other  party,  it being  understood  that both
parties need not sign the same counterpart. In the event that any signature is


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delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

                           (d)      This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and permitted  assigns.
The  assignment by a party of this Agreement or any rights  hereunder  shall not
affect the obligations of such party under this Agreement.

                  6.  Termination of Escrow.  This Escrow  Agreement shall begin
upon the date hereof and shall  terminate upon the earlier of (i) the conversion
of the full amount of the Debentures;  (ii) the Expiration Date of the Warrants;
or (iii) the Maturity Date of the Debentures. Upon the termination of the Escrow
Agreement, the Escrow Agent shall return any unconverted Debenture Escrow Shares
to the Company.

                           [ SIGNATURE PAGE FOLLOWS ]



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                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be signed the day and year first above written.

Escrow Agent:                               The Company:

KAPLAN GOTTBETTER &                         INVU, INC.
    LEVENSON, LLP



By:                                         By:
    ---------------------------                   ------------------------------
    Name:                                         Name:
    Title:                                        Title:


                                            Purchasers:

                                            GEM GLOBAL YIELD FUND LIMITED



                                            By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

                                            TURBO INTERNATIONAL LTD.



                                            By:
                                                  ------------------------------
                                            Name:
                                            Title:




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