Exhibit 10.13

                             Distribution Agreement
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         Between Gem Distribution and Invu Services, Ltd. ("Company").

This agreement dated January 29, 2000 sets forth the terms and conditions  under
which Gem Distribution Ltd. ("Gem"), maintaining its principal place of business
at Lovet Road, The Pinnacles,  Harlow,  Essex CM19 5TB and its registered office
at Shorten Brook Way, Altham Business Park, Altham, Accrington,  Lancashire, BB5
5YJ will distribute products Published by Company.


3.1  Company hereby  appoints Gem the right to distribute the products  produced
     by Company.

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1.1  Sales to Gem.  Company agrees to sell Products (the " Products") to GEM and
     GEM agrees to purchase  Products on the terms and subject to the conditions
     of this agreement.

1.2  Sale for Resale.  Company sells  Products to GEM on condition  that they be
     sold by GEM to  dealers  of  Products  in the UK and EU,  and that they not
     knowingly be sold to end users.

1.3  Barcodes and Packaging.  All products must be supplied  shrink-wrapped  and
     Bar-coded to EAN Standards.
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2.1  Price. The price paid for products must have been previously  agreed by Gem
     and must  conform to the price  stated on any  purchase  order  received by
     Company.

3.2  Prices and Payment.

     (i)  Prices  and Price  Lists:  Unless  otherwise  agreed,  all  prices for
          Products will be listed Pounds  Sterling  (pound) (the "Base Prices").
          COMPANY will provide a list of the Base Prices for Products (the "Base
          Price List"), which must be signed by Gem to be valid.

     (ii) VAT and other taxes not included: the Base Prices to not include VAT.

2.3  Payment Terms. Terms of payment will be ___ days from the date of invoice.

2.4  Settlement  Discount.  A  settlement  discount  of 2.5%  will be given  for
     payment within 15 days of invoice date.

2.5  Negative  Balance.  Company agrees to pay back any negative  balance on the
     gem account at request of Gem.

2.6  Rebate.  Company  agrees  to Gem a rebate  of 5% o  previous  quarters  net
     business as a rebate.
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3.1  Stock  Protection.  Gem shall  have the  right to return 10 of the  product
     purchased within any preceding Month for full credit.

3.2  Version  Protection.  In the  event  of an  updated  version  of a  product
     becoming available Gem shall have the right to return all previous versions
     of products purchased for exchange to the latest products.

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4.1  Exceptional  SOR.  Occasionally  Gem is required to offer sale or return on
     products to facilitate  inclusion  into major  accounts.  Company agrees to
     extend this option to Gem where required,  after confirmation of acceptance
     by Company.

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5.1  Base  Price  Increases.  COMPANY  may  increase  the Base  Price for any of
     Company Product(s) upon not less than sixty (60) days written notice.  This
     cannot be put into effect until signed  confirmation has been received from
     Gem.

5.2  Base Price Decreases.  COMPANY may decrease the Base Prices for any Company
     Product upon written notice. The decreased Bast Price(s) shall apply to all
     units  ordered  but not yet  shipped  on the  effective  date of the  price
     decrease (the "Base Price  Decrease  Effective  Date") and orders  received
     after such date.

5.3  Credits for Base Price Decreases.  In the event that COMPANY  decreases the
     Base  Price to be paid by GEM for any  Company  Product  COMPANY  agrees to
     credit the GEM purchase account with (i) the sum of the difference  between
     (a) the Base Price for the Company  Product  immediately  prior to the Base
     Price  Decrease  Effective  date,  and (b) the decreased Base Price for the
     Company Product multiplied by (ii) GEM actual inventory balance on the Base
     Price Decrease  Effective Date of units of the Company  Product  purchased.
     (i.e. (Old Base Price - New Base Price) * (actual inventory balance)).

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6.1  Freight  Charges.  All products  shall be  delivered  to the Gem  warehouse
     located in Altham, Lancashire free of charge.

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7.1  Faulty Product.  All Faulty Products returned by Gem to Company, or where a
     product supplied cannot be used for its intended purpose shall receive full
     credit.
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8.1  Marketing  Fund.  Company  agrees to pay a Gem a Marketing  Incentive  Fund
     ("MIF") of 5% of the previous months  Invoices.  This can only be used with
     prior approval of Company.

8.2  Launch Costs. An Initial fee  of(pound)2,500  will be requ ir for launch of
     product through Gem Distribution.
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9.1  Year 2000  Compliance:  All  Software  provided by company to Gem must have
     year 2000  conformity  as defined in the  British  Standards  Institution's
     document DISC PD 2000. "A Definition of Year 2000 Conformity".

9.2  Year 2000  Indemnity:  Company will fully  indemnify  Gem against any loss,
     damage,  claim,  fine,  liability,  cost  or  expense  of  whatever  nature
     resulting  from any  software  supplied  by you  failing  to have Year 2000
     Conformity.

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10.1 Termination.  Either  party can  terminate  this  contract  a not less than
     ninety (90) days written notice.






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

The parties have executed this Agreement as of the date below. All signed copies
of this Agreement shall be deemed originals.

On behalf of Gem Distribution Ltd.                      On behalf of Company.

By:      /s/                                            By:      /s/

Title:   Commercial Director                            Title:   President

Dated:   29-1-00                                        Dated:   28/1/00