Exhibit 10.17











                    CONVERTIBLE DEBENTURE PURCHASE AGREEMENT


                                  By and Among


                          GEM GLOBAL YIELD FUND LIMITED

                                       and

                            TURBO INTERNATIONAL LTD.

                               (the "Purchasers")


                                       and


                                   INVU, INC.

                                 (the "Company")



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




                             Dated as of May 1, 2000



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








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                                TABLE OF CONTENTS

                                                                            Page

Article I           Certain Definitions....................................    1
Article II          Purchase of Debentures and Warrants....................    5
Article III         Representations and Warranties.........................    8
Article IV          Other Agreements of the Parties........................   12
Article V           Conditions Precedent to Closing........................   21
Article VI          Termination............................................   23
Article VII         Legal Fees and Default Interest Rate...................   24
Article VIII        Miscellaneous..........................................   24


Exhibit A           Form of Convertible Debenture
Exhibit B           Form of Warrant
Exhibit C           Form of Registration Rights Agreement
Exhibit D           Conversion Procedures
Exhibit E           Form of Escrow Agreement
Exhibit F           Form of Power of Attorney
Exhibit G           Form of Legal Opinion
Exhibit H           Form of Notice of Conversion
Exhibit I           Form of Notice of Exercise
Exhibit J           Form of Termination Warrant

Schedule 1          List of Purchasers
Schedule 3.1(a)     Subsidiaries
Schedule 3.1(c)     Capitalization
Schedule 3.1(e)     Conflicts
Schedule 3.1(f)     Required Consents and Approvals
Schedule 3.1(g)     Litigation
Schedule 3.1(h)     No Default or Violation






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                    CONVERTIBLE DEBENTURE PURCHASE AGREEMENT


         THIS AGREEMENT,  dated as of May 1, 2000 (this "Agreement"),  is by and
among INVU,  Inc.,  a Colorado  corporation  with its  executive  offices at The
Beren,  Blisworth  Hill  Farm,  Stoke  Road,  Blisworth,  Northamptonshire  (the
"Company"),  and the purchasers listed on Schedule 1 hereof (each  individually,
the "Purchaser" and collectively, the "Purchasers").

         WHEREAS,  the Company  desires to issue and sell to the  Purchasers and
the Purchasers  desire to acquire the Company's 3% Convertible  Debentures,  due
May 2003 (the "Debentures").

         IN CONSIDERATION of the mutual  covenants,  promises and agreements set
forth  herein,  and  for  good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties agree as follows:

                                    ARTICLE I
                               CERTAIN DEFINITIONS

          Section  1.1.  Certain  Definitions.  As used in this  Agreement,  and
unless the context  requires a different  meaning,  the following terms have the
meanings indicated:

          "Affiliate"  means,  with  respect to any  Person,  any  Person  that,
directly or  indirectly,  controls,  is controlled by or is under common control
with such Person.  For the purposes of this  definition,  "control"  (including,
with correlative  meanings,  the terms "controlled by" and "under common control
with") shall mean the possession, directly or indirectly, of the power to direct
or cause the direction of the  management  and policies of such Person,  whether
through the ownership of voting securities by contract or otherwise.

          "Agreement" shall mean this Convertible  Debenture  Purchase Agreement
and the Exhibits and Schedules annexed hereto.

          "Business Day" means any day except Saturday, Sunday and any day which
is a legal  holiday or a day on which banking  institutions  in the State of New
York are  authorized  or required by law or other  government  actions to close,
between the hours of 9:30 a.m. and 6:00 p.m. New York Time.

          "Closing" shall have the meaning set forth in Section 2.2(b).

          "Closing Date" shall mean the date of Closing, as set forth in Section
2.2(b).


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          "Code" means the Internal  Revenue Code of 1986,  as amended,  and the
rules and regulations thereunder as in effect on the date hereof.

          "Commission"   means  the  United  States   Securities   and  Exchange
Commission.

          "Common  Stock" means shares now or hereafter  authorized of the class
of common stock,  no par value, of the Company and stock of any other class into
which such shares may hereafter have been reclassified or changed.

          "Company"  shall  have  the  meaning  set  forth  in the  introductory
paragraph.

          "Debentures" means the 3% Convertible  Debentures of the Company,  due
May 2003, which are annexed hereto as Exhibit A and made a part hereof.

          "Debenture  Escrow Shares" shall have the meaning set forth in Section
2.2(c).

          "Demand  Note"  shall mean the demand  promissory  note issued on even
date of this Agreement by the Company  payable to GEM in the original  principal
amount of $100,000.

          "Disclosure  Documents" means the disclosure package consisting of the
Company's  Annual  Report on Form 10-KSB for the fiscal  year ended  January 31,
1999, the Quarterly Report on Form 10- QSB for the quarter ended April 30, 1999,
the  Quarterly  Report on Form 10-QSB for the quarter  ended July 31, 1999,  the
Quarterly  Report on Form 10-QSB for the quarter ended October 31, 1999 (each as
filed with the  Commission),  delivered to the Purchasers in connection with the
offering by the Company of the  Debentures  and the Schedules to this  Agreement
furnished by or on behalf of the Company pursuant to Section 3.1.

          "Effective Date" shall have the meaning set forth in Section 2.2(b).

          "Escrow  Agent" means  Kaplan,  Gottbetter & Levenson,  LLP, 630 Third
Avenue, 5th Floor, New York, NY 10017; Tel: 212-983-6900; Fax: 212-983-9210.

          "Event of Default" shall have the meaning set forth in the Debentures.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "GEM" means GEM Advisors,  Inc.,  with its  registered  address at 712
Fifth  Avenue,  7th  Floor,  New  York,  NY  10019;  Phone:  212-582-3400;  Fax:
212-265-4035.

          "Indemnified  Party"  shall  have the  meaning  set  forth in  Section
4.16(b).



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          "Indemnifying  Party"shall  have the  meaning  set  forth  in  Section
4.16(b).

          "KGL" shall have the meaning set forth in Section 4.28.

          "Lien" means, with respect to any asset, any mortgage,  lien,  pledge,
encumbrance,  charge or security interest of any kind in or on such asset or the
revenues or income thereon or therefrom.

          "Limitations  on  Conversion"  shall  have the  meaning  set  forth in
Section 4.19.

          "Losses" shall have the meaning set forth in Section 4.16(a).

          "Material"  shall mean  having a  financial  consequence  in excess of
$100,000.

          "Material  Adverse Effect" shall have the meaning set forth in Section
3.1(a).

          "Minimum  Stock  Price"  shall have the  meaning  set forth in Section
5.1(h).

          "Minimum  Stock Price  Determination  Date" shall have the meaning set
forth in Section 5.1(h).

          "NASD" means the National Association of Securities Dealers, Inc.

          "Nasdaq" shall mean the Nasdaq Stock Market, Inc.(R)

          "OTCBB" shall mean the OTC Bulletin Board(R).

          "Per  Debenture  Consideration"  shall have the  meaning  set forth in
Section 2.2(a).

          "Per Share Market  Value" of the Common Stock means on any  particular
date (a) the last sale  price of  shares of Common  Stock on such date or, if no
such sale takes place on such date, the last sale price on the most recent prior
date, in each case as officially  reported on the principal national  securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if the Common  Stock is not then listed or  admitted to trading on any  national
securities  exchange,  the closing bid price per share as reported by Nasdaq, or
(c) if the Common Stock is not then listed or admitted to trading on the Nasdaq,
the closing bid price per share of the Common  Stock on such date as reported on
the OTCBB or if there is no such price on such date,  then the last bid price on
the date nearest  preceding  such date, or (d) if the Common Stock is not quoted
on the OTCBB,  the closing bid price for a share of Common Stock on such date in
the  over-the-counter  market  as  reported  by the  National  Quotation  Bureau
Incorporated (or similar  organization or agency  succeeding to its functions of
reporting  prices) or if there is no such price on such date,  then the last bid
price on the date nearest  preceding such date, or (e) if the Common Stock is no
longer  publicly  traded,  the fair market  value of a share of Common  Stock as
determined by an Appraiser (as defined  in Section 4(c) (iv) of  the  Debenture)


<PAGE>



selected  in good  faith by the  holders of a majority  of  principal  amount of
outstanding  Debentures;  provided,  however, that the Company, after receipt of
the  determination  by such  Appraiser,  shall  have  the  right  to  select  an
additional Appraiser, in which case, the fair market value shall be equal to the
average of the determinations by each such Appraiser.

          "Person"  means an individual or a  corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

          "Proceeding" means an action, claim, suit, investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

          "Purchase Price" shall have the meaning set forth in Section 2.2(a).

          "Purchaser" and  "Purchasers"  shall have the meaning set forth in the
introductory paragraph.

          "Required  Approvals"  shall  have the  meaning  set forth in  Section
3.1(f).

          "Securities Act" means the Securities Act of 1933, as amended.

          "Subsidiaries" shall have the meaning set forth in Section 3.1(a).

          "Termination Warrants" means the common stock purchase warrants issued
to the Purchasers and/or their assigns, in the form annexed hereto as Exhibit J.

          "Trading  Day" means (a) a day on which the Common  Stock is quoted on
Nasdaq,  the OTCBB or the principal stock exchange on which the Common Stock has
been listed,  or (b) if the Common  Stock is not quoted on Nasdaq,  the OTCBB or
any  stock  exchange,  a day  on  which  the  Common  Stock  is  quoted  in  the
over-the-counter   market,   as  reported  by  the  National   Quotation  Bureau
Incorporated (or any similar  organization or agency succeeding its functions of
reporting prices).

          "Transaction Documents" means this Agreement,  the Registration Rights
Agreement  annexed hereto as Exhibit C, the Escrow  Agreement  annexed hereto as
Exhibit  E, the Power or  Attorney  annexed  hereto as  Exhibit F, and all other
documents,  instruments  and  writings  required to have been  delivered  by the
Company at the Execution Date pursuant to this Agreement.

          "Underlying  Shares"  means the shares of Common  Stock into which the
Debentures  are  convertible  in  accordance  with  the  terms  hereof  and  the
Debenture.


<PAGE>



          "Warrant"  means  the  common  stock  purchase  warrant  issued to the
Purchasers and/or their assigns, in the form annexed hereto as Exhibit B.

          "Warrant Escrow Shares" shall have the meaning as set forth in Section
2.2(c).

          "Warrant  Shares"  means  the  shares  of  Common  Stock for which the
Warrants can be exercised in accordance with the terms hereof and the Warrant.

                                   ARTICLE II
                       PURCHASE OF DEBENTURES AND WARRANTS

          Section 2.1. Execution of Documents; Delivery of Termination Warrants.

                  (a) As soon as practicable  after the execution by all parties
(the  "Execution  Date") of the  Transaction  Documents  and the  execution  and
delivery by the Company of the  Termination  Warrants,  the  Company  shall,  in
accordance  with  the  Registration  Rights  Agreement,  file a  duly  completed
registration  statement on the appropriate  form with the Commission to register
the resale of the Underlying  Shares and the Warrant Shares under the Securities
Act.

                  (b) As consideration for entering into this Agreement,  in the
event this  Agreement is  terminated  for any reason  pursuant to Section 6.1 or
Section 6.3 herein,  (i) the Company shall pay the Purchasers,  within three (3)
Business Days of the date of termination,  an aggregate of One Hundred  Thousand
Dollars (US$100,000) in such allocation as set forth in Schedule 1, and (ii) the
Purchasers  shall  retain the  Termination  Warrants  and any and all rights and
privileges thereunder without condition or obligation to the Company.

         Section 2.2.  Purchase of Debentures and Delivery of Warrants; Closing.

                  (a)  Subject  to the  terms and  conditions  set forth in this
Agreement,  the Company hereby agrees to issue and sell to the  Purchasers,  and
the Purchasers hereby agree to purchase from the Company on the Closing Date the
amount of  Debentures  and the number of Warrants  listed  opposite  each of the
Purchasers'  names on  Schedule  1. The  Debentures  shall  have the  respective
rights, preferences and privileges set forth in the form of Debenture annexed as
Exhibit A, at a price per Debenture of One Thousand Dollars (US$1,000) (the "Per
Debenture  Consideration").  The Per Debenture  Consideration  multiplied by the
number of Debentures to be purchased by the Purchasers  hereunder is hereinafter
referred to as the "Purchase Price". The total principal amount of Debentures to
be  purchased  by the  Purchasers  and the total  Purchase  Price  shall be Five
Million Dollars (US$5,000,000). The Warrants shall have the respective terms and
conditions as set forth in the form of Warrant annexed as Exhibit B.

                  (b) The closing of the purchase and sale of the Debentures and
issuance of the Warrants (the "Closing")  shall take place at the offices of the
Escrow  Agent  no  later  than  five  (5)  Business  Days after the registration



<PAGE>



statement,  in accordance with and subject to the Registration  Rights Agreement
annexed as Exhibit C, is granted effectiveness by the Commission,  time being of
the  essence,  unless the  parties  agree in writing  to extend  such date.  The
effective date of the Registration  Statement (the "Effective Date") shall occur
no later than one  hundred-ninety  (190) days after the  Execution  Date (unless
such day is not a Business Day, then the next Business  Day),  unless all of the
Purchasers  agree in advance  in  writing to extend  such 190 day period and set
forth the new effective  date  deadline.  The date of the Closing is hereinafter
referred to as the "Closing Date".

                  (c) At the Closing,  the Company  shall  deliver to the Escrow
Agent the following:

                      (i)     original   and duly executed Debentures registered
                              in the names of the Purchasers in  the amounts set
                              forth in Schedule 1;

                      (ii)    original and duly executed  Warrants registered in
                              the  names   of  the  Purchasers  in  the  amounts
                              proportionate    to   the   principal   amount  of
                              Debentures   purchased  by  each Purchaser as  set
                              forth in Schedule 1;

                      (iii)   The  number  of shares of duly issued Common Stock
                              of the Company  equal to four (4) times the number
                              of shares of Common Stock otherwise issuable as if
                              the Debentures were converted in their entirety on
                              the Closing Date,  in  share  denominations of ten
                              thousand (10,000) shares registered in the name of
                              each   of   the   Purchasers   in   the    amounts
                              proportionate    to   the   principal   amount  of
                              Debentures purchased by each Purchaser  set  forth
                              in  Schedule  1  for  use in the conversion of the
                              Debentures (the "Debenture Escrow Shares");

                      (iv)    The  number  of shares of duly issued Common Stock
                              of the Company  equal to four (4) times the number
                              of shares of Common Stock otherwise issuable as if
                              the Warrants were exercised in their  entirety  on
                              the Closing  Date  in  share  denominations of ten
                              thousand (10,000) shares registered in the name of
                              each   of   the   Purchasers   in   the    amounts
                              proportionate   to   the   principal   amount   of
                              Debentures   purchased   by   each  Purchaser  set
                              forth in Schedule 1 for use in the exercise of the
                              Warrants (the "Warrant Escrow Shares");

                      (v)     the  legal  opinion  in  substantially   the  form
                              annexed  hereto as Exhibit G,  addressed  to   the
                              Purchasers  and dated the Closing  Date   from the
                              Counsel for the Company;

                      (vi)    a  certificate,   dated  the  Closing Date, signed
                              by  the  Secretary  or an  Assistant  Secretary of
                              the  Company  and  certifying  (i)  that  attached


<PAGE>



                              thereto is a true, correct and  complete  copy  of
                              (A) the  Company's  Articles of Incorporation,  as
                              amended  to  the  date thereof, (B)  the Company's
                              By-Laws,  as  amended to the date     thereof, (C)
                              resolutions duly adopted by the Board of Directors
                              of   the  Company authorizing  the  execution  and
                              delivery of this Agreement,  the issuance and sale
                              of the Debentures,  Warrants  and  the  Underlying
                              Shares and the appointment of the Attorney-in-Fact
                              pursuant   to  Section  4.15  attached  hereto  as
                              Exhibit  F, and (D) a certificate of good standing
                              from the Secretary of State of  Colorado and  (ii)
                              the   incumbency   of   officers   executing  this
                              Agreement; and

                      (vii)   all   other   documents,  instruments and writings
                              required to have been delivered or necessary at or
                              prior  to Closing  by the Company pursuant to this
                              Agreement.

                  (d) Upon  receipt by the Escrow Agent of those items set forth
above, the Purchasers shall deliver the following to the Escrow Agent:

                      (i)     fifty  percent  (50%)  of  the  Purchase  Price as
                              determined  pursuant  to this  Section 2 in United
                              States   dollars   in  immediately available funds
                              by  wire  transfer  to  an  account  designated in
                              writing by the Escrow Agent prior to the Closing;

                      (ii)    the Termination Warrants;

                      (iii)   all documents, instruments, and writings  required
                              to have been delivered or necessary at or prior to
                              Closing  by the  Purchasers
                                    pursuant to this Agreement; and

                      (iv)    within one hundred  twenty  (120) days after   the
                              Closing  Date,  the  remaining fifty percent (50%)
                              of  the  Purchase  Price  as determined   pursuant
                              to this  Section  2 in United  States dollars   in
                              immediately available funds by  wire  transfer  to
                              an account  designated in writing by   the  Escrow
                              Agent  prior  to the  120th  day after the Closing
                              Date.

                  (e)  Upon   receipt   of  all  of  the   items  set  forth  in
subparagraphs  (c) and  (d)(i)-(iii)  of this  Section,  the Escrow  Agent shall
deliver  fifty  percent  (50%) of the Purchase  Price less the fees set forth in
Section  4.28 and less the amount  pursuant to Section  4.27,  to the Company in
accordance with its written instructions,  and shall deliver the items set forth
in subparagraph (c), with the exception of fifty percent (50%) of the Debentures
and fifty percent (50%) of the Warrants, the Debenture Escrow Shares and Warrant
Escrow  Shares  which  shall  be held  in  accordance  with  the  terms  of this
Agreement,  the Debenture and the Escrow Agreement, to the Purchasers.  Upon the
Escrow Agent's receipt of the remaining fifty  percent  (50%)  of  the  Purchase


<PAGE>



Price  from the  Purchasers  in  accordance  with  subparagraph  (d)(iv) of this
Section, the Escrow Agent shall deliver the remaining fifty percent (50%) of the
Purchase Price to the Company in accordance with its written  instructions,  and
shall deliver the remaining  fifty  percent  (50%) of the  Debentures  and fifty
percent (50%) of the Warrants to the Purchasers.




                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         Section 3.1.  Representations and Warranties of the Company.  Except as
previously  disclosed  to the  Purchasers,  the Company  hereby  represents  and
warrants to the Purchasers as follows, all of which survive Closing:

                  (a)   Organization  and   Qualification.   The  Company  is  a
corporation, duly incorporated,  validly existing and in good standing under the
laws of the  jurisdiction  of its  incorporation,  with the requisite  corporate
power and authority to own and use its properties and assets and to carry on its
business as currently  conducted.  The Company has no subsidiaries other than as
set forth in Schedule 3.1(a)  (collectively,  the  "Subsidiaries").  Each of the
Subsidiaries is a corporation,  duly incorporated,  validly existing and in good
standing under the laws of the jurisdiction of its incorporation,  with the full
corporate  power and authority to own and use its  properties  and assets and to
carry on its  business  as  currently  conducted.  Each of the  Company  and the
Subsidiaries  is duly  qualified  to do  business  and is in good  standing as a
foreign  corporation  in each  jurisdiction  in which the nature of the business
conducted or property  owned by it makes such  qualification  necessary,  except
where the failure to be so  qualified or in good  standing,  as the case may be,
could not reasonably be expected to have,  individually  or in the aggregate,  a
material adverse effect on (a) the results of operations,  assets, prospects, or
financial condition of the Company and the Subsidiaries,  or (b) the Purchasers'
rights  under  this  Agreement,  the Escrow  Agreement,  the  Debenture  and the
Warrants (a "Material Adverse Effect").

                  (b) Authorization;  Enforcement. The Company has the requisite
corporate  power and authority to enter into and to consummate the  transactions
contemplated  hereby and  otherwise to carry out its  obligations  hereunder and
thereunder.  The execution and delivery of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been
duly  authorized  by all  necessary  action  on the  part of the  Company.  This
Agreement has been duly  executed and  delivered by the Company and  constitutes
the valid and binding obligation of the Company  enforceable against the Company
in accordance with its terms,  except as such  enforceability  may be limited by
applicable   bankruptcy,   insolvency,   fraudulent  transfer,   reorganization,
moratorium,  liquidation or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable  principles
of general application.

                  (c)  Capitalization.  The  authorized,  issued and outstanding
capital  stock of the  Company  and  each of the  Subsidiaries  is set  forth in
Schedule 3.1(c). No shares of Common Stock are entitled to preemptive or similar
rights.  Except as  specifically  set  forth in  Schedule  3.1(c),  there are no
outstanding  options,   warrants,  script  rights  to  subscribe  to,  calls  or
commitments of any character  whatsoever  relating to, or, except as a result of
the  purchase  and  sale of the  Debentures  hereunder,  securities,  rights  or
obligations convertible into or exchangeable for, or giving any person any right
to  subscribe  for  or  acquire  any  shares  of  Common  Stock,  or  contracts,
commitments,  understandings,  or  arrangements  by  which  the  Company  or any
Subsidiary is or may become bound to issue additional shares of Common Stock, or
securities or rights convertible or exchangeable into shares  of  Common  Stock.



<PAGE>



Neither the Company nor any  Subsidiary is in violation of any of the provisions
of its respective  articles of incorporation,  bylaws or other charter documents
or resolutions.

                  (d) Issuance of Debentures  and Warrants.  The  Debentures and
Warrants  have been duly and validly  authorized  for  issuance,  offer and sale
pursuant to this Agreement and, when issued and delivered as provided  hereunder
against payment in accordance with the terms hereof,  shall be valid and binding
obligations  of the Company  enforceable  in  accordance  with their terms.  The
Company has and at all times while the Debentures  and Warrants are  outstanding
has and will continue to maintain an adequate  reserve of shares of Common Stock
to enable it to perform its obligations under this Agreement, the Debentures and
Warrants. When issued in accordance with the terms hereof and the Debentures and
the Warrants,  the Underlying  Shares will be duly  authorized,  validly issued,
fully paid and  nonassessable.  There are not  outstanding  any equity or equity
equivalent  security  substantially  similar to the  Debentures,  including  any
security  with  a  floating  conversion  price  substantially   similar  to  the
Debentures.

                  (e) No Conflicts.  Except as set forth in Schedule 3.1(e), the
execution,  delivery and  performance  of this  Agreement by the Company and the
consummation by the Company of the transactions  contemplated hereby and thereby
do not and will not (i)  conflict  with or violate any  provision  of its or its
Subsidiaries'  articles  of  incorporation,  resolutions  or  bylaws  or (ii) be
subject to obtaining the consents referred to in Section 3.1(f),  conflict with,
or  constitute a default (or an event which with notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,   acceleration  or  cancellation  of,  any  agreement,  indenture  or
instrument  to which the Company is a party,  or (iii)  result in a violation of
any  law,  rule,  regulation,  order,  judgment,  injunction,  decree  or  other
restriction  of any court or  governmental  authority  to which the  Company  is
subject  (including  Federal and State securities laws and  regulations),  or by
which any property or asset of the Company is bound or  affected,  except in the
case of each of clauses (ii) and (iii), such conflicts, defaults,  terminations,
amendments,   accelerations,   cancellations   and   violations  as  would  not,
individually or in the aggregate,  have a Material Adverse Effect.  The business
of the Company is not being  conducted  in  violation  of any law,  ordinance or
regulation of any governmental authority.

                  (f) Consents and Approvals.  Except as specifically  set forth
in Schedule 3.1(f), neither the Company nor any Subsidiary is required to obtain
any consent,  permit,  waiver,  authorization or order of, or make any filing or
registration  with,  any court or other  federal,  State,  local or other govern
mental authority or other Person in connection with the execution,  delivery and
performance by the Company of this Agreement,  other than the applicable filings
under  State  and  federal   securities   laws   (collectively,   the  "Required
Approvals").

                  (g) Litigation;  Proceedings. Except as specifically set forth
in Schedule 3.1(g), there is no action,  suit, notice of violation,  proceeding,
inquiry or investigation  pending or threatened against or affecting the Company
or any of its  Subsidiaries or any of their respective  properties  before or by
any  court,  governmental  or  administrative  agency  or  regulatory  authority
(Federal,  State,  county,  local or foreign) which (i) relates to or challenges
the  legality,  validity  or  timely  enforceability  of    this  Agreement   or


<PAGE>



the Debentures and Warrants, (ii) could,  individually or in the aggregate, have
a Material  Adverse  Effect or (iii) could,  individually  or in the  aggregate,
materially  impair the ability of the Company to perform fully on a timely basis
its obligations under this Agreement.

                  (h) No Default or Violation.  Except as specifically set forth
in Schedule  3.1(h),  neither the Company nor any  Subsidiary  (i) is in default
under or in violation of any  indenture,  loan or credit  agreement or any other
agreement  or  instrument  to  which  it is a party or by which it or any of its
properties is bound, except such conflicts or defaults as do not have a Material
Adverse  Effect,  (ii) is in violation of any order of any court,  arbitrator or
governmental  body, except for such violations as do not have a Material Adverse
Effect,  or (iii) is in  violation  of any statute,  rule or  regulation  of any
governmental  authority  which  could  (individually  or in the  aggregate)  (x)
adversely affect the legality, validity or enforceability of this Agreement, (y)
have a Material Adverse Effect or (z) adversely impair the Company's  ability or
obligation  to  perform  fully on a timely  basis  its  obligations  under  this
Agreement.

                  (i) Certain Fees. No fees or commission will be payable by the
Company to any investment banker,  broker,  placement agent or bank with respect
to the consummation of the transactions  contemplated  hereby except as provided
in Section 4.28.

                  (j)  Disclosure   Documents.   The  Disclosure  Documents  are
accurate and do not contain any untrue  statement of a material  fact or omit to
state any material fact necessary in order to make the statements  made therein,
in light of the circumstances under which they were made, not misleading.

                  (k) Reporting Company. The Company is subject to the reporting
requirements  of Section 13 or Section  15(d) of the Exchange Act and is current
in its reporting requirements.

Each  of the  Purchasers  acknowledge  and  agree  that  the  Company  makes  no
representation or warranty with respect to the transactions  contemplated hereby
other than those specifically set forth in Section 3.1 herein.

         Section 3.2.  Representations  and  Warranties of the  Purchasers.  The
Purchasers hereby represent and warrant to the Company as follows:

                  (a) Organization and Qualification.  Each of the Purchasers is
a corporation duly  incorporated and validly existing and in good standing under
the laws of the jurisdiction of its incorporation.

                  (b) Authorization; Enforcement. Each of the Purchasers has the
requisite  corporate  power and  authority to enter into and to  consummate  the
transactions  contemplated  hereby and  otherwise  to carry out its  obligations
hereunder and  thereunder.  The execution and delivery of this Agreement and the
purchase of the  Debentures  and the Warrants by the  Purchasers  hereunder have
been  duly  authorized  by all  necessary  action  on the  part  of  each of the
Purchasers.  This  Agreement has been duly executed and delivered by each of the
Purchasers  or on its  behalf  and  constitutes  the valid and  legally  binding



<PAGE>



obligation  of the  Purchasers,  enforceable  against each of the  Purchasers in
accordance  with its  terms;  except as such  enforceability  may be  limited by
applicable   bankruptcy,   insolvency,    liquidation,    fraudulent   transfer,
reorganization,  moratorium  and remedies or by other  equitable  principles  of
general  application  or similar  laws  relating to or affecting  generally  the
enforcement of creditors' rights.

                  (c)  Investment  Intent.   Each  Purchaser  is  acquiring  the
Debentures,  Warrants,  Underlying  Shares  and the  Warrant  Shares for its own
account for investment  purposes only and not with a view to or for distributing
or reselling such Debentures,  Warrants,  Underlying Shares or Warrant Shares or
any part  thereof  or  interest  therein,  without  prejudice,  however,  to the
Purchasers' right, subject to the provisions of this Agreement,  at all times to
sell or  otherwise  dispose  of all or any  part of such  Debentures,  Warrants,
Underlying  Shares or Warrant Shares in compliance with  applicable  federal and
State securities laws.

                  (d) Purchasers' Status. At the time each of the Purchasers was
offered the Debentures  and/or the Warrants,  it was, and at the date hereof, it
is, and at the Closing Date, it will be, an "accredited  investor" as defined in
Rule 501(a) under the Securities Act.

                  (e) Experience of Purchasers.  Each of the Purchasers,  either
alone or together with its representatives,  has such knowledge,  sophistication
and  experience  in  business  and  financial  matters  so as to be  capable  of
evaluating the merits and risks of the prospective investment in the Debentures,
and has so evaluated the merits and risks of such investment.

                  (f) Ability of Purchaser to Bear Risk of  Investment.  Each of
the  Purchasers  is able to  bear  the  economic  risk of an  investment  in the
Debentures  and, at the present  time, is able to afford a complete loss of such
investment.

                  (g) Prohibited Transactions. The Debentures to be purchased by
each of the Purchasers are not being acquired,  directly or indirectly, with the
assets of any "employee benefit plan", within the meaning of Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended.

                  (h) Access to Information. Each of the Purchasers acknowledges
receipt of the Disclosure  Documents and further  acknowledges  that it has been
afforded (i) the  opportunity to ask such  questions as it has deemed  necessary
of, and to receive answers from,  representatives  of the Company concerning the
terms and  conditions of the offering of the Debentures and the Warrants and the
merits and risks of investing in the Debentures and the Warrants; (ii) access to
information about the Company and the Company's financial condition,  results of
operations, business, properties,  management and prospects sufficient to enable
it to evaluate its investment in the Debentures and the Warrants;  and (iii) the
opportunity to obtain such additional information which the Company possesses or
can acquire  which is necessary  to make an informed  investment  decision  with
respect to the Debentures and the Warrants.



<PAGE>



                  (i)  Reliance.   Each  of  the  Purchasers   understands   and
acknowledges  that (i) the  Debentures  and the Warrants  are being  offered and
sold,  and the Underlying  Shares and Warrant  Shares are being  offered,  to it
without  registration  under the Securities Act in a transaction  that is exempt
from the registration provisions of the Securities Act and (ii) the availability
of such  exemption,  depends in part on, and that the Company will rely upon the
accuracy and  truthfulness  of, the  foregoing  representations  and each of the
Purchasers hereby consents to such reliance.

                  (j) Corporate  Domicile.  Each of the  Purchasers is a foreign
corporation  and has its  residence  or  corporate  domicile  outside the United
States.

                  (k) Current Funds.  Purchasers have, and will have at Closing,
readily available the current funds required to purchase the Debentures.

The  Company  acknowledges  and  agrees  that  each of the  Purchasers  makes no
representation or warranty with respect to the transactions  contemplated hereby
other than those specifically set forth in Section 3.2 herein.

                                   ARTICLE IV
                         OTHER AGREEMENTS OF THE PARTIES

         Section 4.1. Manner of Offering.  The Debentures and Warrants are being
issued  pursuant  to  Rule  506 of  Regulation  D of  the  Securities  Act.  The
Debentures,  Warrants,  Underlying  Shares  and the  Warrant  Shares  will  bear
restrictions  on transfer,  and will carry a restrictive  legend with respect to
the  exemption  from  registration  under the  Securities  Act. The transfer and
resale of the  Debentures,  the Warrants and the  Underlying  Shares may be made
only pursuant to registration under the Securities Act or an exemption from such
registration.

          Section  4.2.  Furnishing  of  Information.  As  long  as  each of the
Purchasers  owns  Debentures,  the  Warrants,  Underlying  Shares or the Warrant
Shares,  the Company will furnish to it,  promptly after they have been prepared
all annual,  quarterly reports and other reports and filings required by Section
13(a) or 15(d) of the Exchange Act.

         Section  4.3.  Notice  of  Certain  Events.  The  Company  shall  on  a
continuing  basis (i) advise each of the  Purchasers  promptly  after  obtaining
knowledge  thereof,  and, if  requested by any of the  Purchasers,  confirm such
advice in writing, of (A) the issuance by any State securities commission of any
stop order suspending the  qualification or exemption from  qualification of the
Debentures,  the  Warrants  or the  Common  Stock  for  offering  or sale in any
jurisdiction,  or the initiation of any proceeding for such purpose by any State
securities commission or other regulatory authority, or (B) any event that makes
any statement of a material fact made in the Disclosure Documents untrue or that
requires the making of any additions to or changes in the  Disclosure  Documents
in order to make the statements therein, in the light of the circumstances under
which they are made,  not  misleading,  (ii) use its best efforts to prevent the




<PAGE>



issuance of any stop order or order  suspending the  qualification  or exemption
from qualification of the Debentures, the Warrants or the Common Stock under any
State securities or Blue Sky laws, and (iii) if at any time any State securities
commission or other  regulatory  authority  shall issue an order  suspending the
qualification or exemption from qualification of the Debentures, the Warrants or
the  Common  Stock  under any such  laws,  use its best  efforts  to obtain  the
withdrawal or lifting of such order at the earliest possible time.

         Section 4.4. Copies and Use of Disclosure Documents.  The Company shall
furnish each of the Purchasers, without charge, as many copies of the Disclosure
Documents,  and any amendments or supplements thereto, as each of the Purchasers
may  reasonably  request.  The  Company  consents  to the use of the  Disclosure
Documents, and any amendments and supplements thereto, by each of the Purchasers
in connection with resales of the Debentures, the Warrants, Underlying Shares or
the Warrant Shares other than pursuant to an effective registration statement.

         Section 4.5. Modification to Disclosure  Documents.  If any event shall
occur as a result of which, in the reasonable  judgment of the Company or any of
the  Purchasers,  it becomes  necessary or advisable to amend or supplement  the
Disclosure  Documents in order to make the statements  therein,  in the light of
the circumstances at the time the Disclosure  Documents were delivered to any of
the Purchasers, not misleading, or if it is necessary to amend or supplement the
Disclosure  Documents to comply with  applicable law, the Company shall promptly
prepare an appropriate  amendment or supplement to the Disclosure  Documents (in
form and substance  reasonably  satisfactory to both the Purchasers and Company)
so that (i) as so amended or  supplemented  the  Disclosure  Documents  will not
include an untrue  statement of material  fact or omit to state a material  fact
necessary  in  order  to  make  the  statements  therein,  in the  light  of the
circumstances existing at the time it is delivered to any of the Purchasers, not
misleading and (ii) the Disclosure Documents will comply with applicable law.

         Section 4.6.   [Reserved].

         Section 4.7. Integration.  The Company shall not and shall use its best
efforts to ensure that no Affiliate shall sell, offer for sale or solicit offers
to buy or otherwise  negotiate in respect of any security (as defined in Section
2 of the Securities  Act) that would be integrated with the offer or sale of the
Debentures,  the Warrants,  Underlying Shares, or the Warrant Shares in a manner
that would require the registration  under the Securities Act of the sale of the
Debentures and the Warrants to the Purchasers.

         Section 4.8. Furnishing of Rule 144A Materials.  The Company shall, for
so long as any of the  Debentures,  the Warrants,  Underlying  Shares or Warrant
Shares  remain  outstanding  and during any period in which it is not subject to
Section 13 or 15(d) of the Exchange Act, make available to any registered holder
of Debentures,  the Warrants,  Underlying Shares or Warrant Shares in connection
with  any  sale  thereof  and any  prospective  purchaser  of  such  Debentures,
Warrants,  Underlying  Shares or Warrant Shares from such Person,  the following
information in accordance with Rule 144A(d)(4) under the Securities Act: a brief
statement  of the nature of the  business of the Company  and the  products  and
services it offers and the  Company's  most  recent  audited  balance  sheet and



<PAGE>



profit and loss and retained earnings statements,  and similar audited financial
statements  for such part of the two  preceding  fiscal years as the Company has
been in operation.

          Section  4.9.  Solicitation  Materials.  The  Company  shall  not  (i)
distribute  any offering  materials in connection  with the offering and sale of
the Debentures, the Warrants, Underlying Shares or Warrant Shares other than the
Disclosure  Documents and any amendments  and  supplements  thereto  prepared in
compliance herewith or (ii) solicit any offer to buy or sell the Debentures, the
Warrants,  Underlying  Shares or Warrant  Shares by means of any form of general
solicitation or advertising.

          Section  4.10.  Subsequent  Financial  Statements.  The Company  shall
furnish to the Purchasers,  promptly after they are filed with the Commission, a
copy of all financial statements for any period subsequent to the period covered
by the  financial  statements  included in the  Disclosure  Documents  until the
earlier of the full  conversion  of the  Debentures  or the Maturity Date of the
Debentures.

         Section  4.11.  Prohibition  on Certain  Actions.  From the date hereof
through the Closing Date, the Company shall not and shall cause the Subsidiaries
not to,  without  the prior  written  consent of the  Purchasers,  (i) amend its
Articles of Incorporation,  bylaws or other charter documents so as to adversely
affect any rights of the  Purchasers;  (ii)  split,  combine or  reclassify  its
outstanding  capital  stock;  (iii)  declare,  authorize,  set  aside or pay any
dividend or other  distribution  with respect to the Common Stock;  (iv) redeem,
repurchase  or offer to  repurchase  or otherwise  acquire  shares of its Common
Stock; or (v) enter into any agreement with respect to any of the foregoing.

         Section 4.12.  Listing of Common Stock.  The Company shall use its best
efforts to maintain the quote for its Common Stock on the OTCBB (or listing on a
national  securities  exchange  or market on which the  Common  Stock is listed)
during  the  period  that  the  Debentures  may be  converted  hereunder  by the
Purchasers or the Warrants may be exercised, and shall provide to the Purchasers
evidence of such listing.

         Section  4.13  Escrow.  The Company and the  Purchasers  agree to enter
into,  simultaneous  with the execution of this Agreement,  the escrow agreement
attached hereto and made part hereof as Exhibit E (the "Escrow Agreement").

         Section 4.14.  Conversion and Exercise  Procedures  and  Maintenance of
Escrowed  Shares for  Conversions  and Exercises.  Exhibit D attached hereto and
made a part hereof sets forth the  procedures  with respect to the conversion of
the Debentures  and the exercise of the Warrants,  including the forms of Notice
of Conversion and Notice of Exercise to be provided upon conversion or exercise,
instructions as to the procedures for conversion or exercise,  the form of legal
opinion,  if  necessary,  that shall be  rendered  to the Company and such other
information and instructions as may be reasonably necessary to enable any of the
Purchasers  to  exercise  its  right of  conversion  or  exercise  smoothly  and
expeditiously.  The Company agrees that, at any time the conversion price of the
Debentures is such that the number of Debenture  Escrow Shares is less than 200%
of the number of shares of Common Stock that would be  needed  to  satisfy  full



<PAGE>



conversion of all of the Debentures given the then current conversion price (the
"Full  Conversion  Shares"),  upon ten (10) Business Days written notice of such
circumstance to the Company by the Purchasers and/or Escrow Agent, it will issue
additional  share  certificates  in the  names  of  each  of the  Purchasers  in
denominations of 10,000 shares,  and deliver same to the Escrow Agent, such that
the new  number  of  Debenture  Escrow  Shares  is  equal  to  200% of the  Full
Conversion Shares.

         Section 4.15  Attorney-in-Fact.  To effectuate the terms and provisions
of this Agreement,  the Escrow  Agreement,  the Debenture and the Warrants,  the
Company  hereby  agrees to give a power of attorney as is evidenced by Exhibit F
attached hereto.  All acts done under such power of attorney are hereby ratified
and approved and neither the  Attorney-in-Fact nor any designee or agent thereof
shall be  liable  for any  acts of  commission  or  omission,  for any  error of
judgment or for any mistake of fact or law, as long as the  Attorney-in-Fact  is
operating  within the scope of the power of attorney and this  Agreement and its
exhibits.  The  power  of  attorney  being  coupled  with an  interest  shall be
irrevocable while any amount of the Debenture remains unpaid,  any amount of the
Warrants  remain  unexercised  or any  portion of this  Agreement  or the Escrow
Agreement  remains  unsatisfied.   In  addition,  the  Company  shall  give  the
Attorney-in-Fact  a corporate  resolution  executed by the Board of Directors of
the Company which authorizes  future issuances of the Underlying  Shares for the
Debentures,  and which resolution states that it is irrevocable while any amount
of the Debenture remains unpaid,  any amount of the Warrants remain  unexercised
or any portion of this Agreement or the Escrow Agreement remains unsatisfied.

         Section 4.16  Indemnification.

                  (a)  Indemnification  by  the  Company.   The  Company  shall,
notwithstanding termination of this Agreement and without limitation as to time,
indemnify and hold harmless GEM and each Purchaser,  their respective  officers,
directors, agents and employees of each of them, each Person who controls GEM or
each such  Purchaser  (within the meaning of Section 15 of the Securities Act or
Section  20 of the  Exchange  Act)  and  the  officers,  directors,  agents  and
employees of each such  controlling  Person,  to the fullest extent permitted by
applicable  law,  from  and  against  any  and  all  losses,  claims,   damages,
liabilities,  costs  (including,  without  limitation,  costs of preparation and
attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out
of or relating to a breach or breaches of any representation,  warrant, covenant
or  agreement  by the  Company  under  this  Agreement,  the  other  Transaction
Documents, the Debentures or the Warrants.

                  (b) Conduct of Indemnification  Proceedings. If any Proceeding
shall be brought or asserted against any Person entitled to indemnity  hereunder
(an  "Indemnified  Party"),  such  Indemnified  Party  promptly shall notify the
Person from whom indemnity is sought (the "Indemnifying  Party") in writing, and
the  Indemnifying  Party  shall  assume  the  defense  thereof,   including  the
employment of counsel  reasonably  satisfactory to the Indemnified Party and the
payment of all fees and expenses  incurred in connection  with defense  thereof;
provided,  that the failure of any  Indemnified  Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to
this  Agreement,  except  (and  only) to the  extent  that it  shall be  finally
determined by a court of competent  jurisdiction  (which  determination  is  not



<PAGE>



subject to appeal or further  review) that such failure  shall have  proximately
and materially adversely prejudiced the Indemnifying Party.

                  An Indemnified  Party shall have the right to employ  separate
counsel in any such  Proceeding and to participate in the defense  thereof,  but
the  fees  and  expenses  of  such  counsel  shall  be at the  expense  of  such
Indemnified  Party or Parties unless:  (1) the Indemnifying  Party has agreed to
pay such fees and  expenses;  or (2) the  Indemnifying  Party  shall have failed
promptly  to  assume  the  defense  of such  Proceeding  and to  employ  counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named  parties to any such  Proceeding  (including  any  impleaded  parties)
include  both  such  Indemnified  Party  and the  Indemnifying  Party,  and such
Indemnified Party shall have been advised by counsel that a conflict of interest
is likely to exist if the same counsel were to represent such Indemnified  Party
and the Indemnifying  Party (in which case, if such  Indemnified  Party notifies
the  Indemnifying  Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense of the claim against the Indemnified  Party but will
retain the right to control the overall Proceedings out of which the claim arose
and such counsel  employed by the  Indemnified  Party shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

                  All fees and  expenses of the  Indemnified  Party to which the
Indemnified Party is entitled hereunder (including  reasonable fees and expenses
to the extent incurred in connection with  investigating  or preparing to defend
such Proceeding in a manner not inconsistent with this Section) shall be paid to
the  Indemnified  Party,  as incurred,  within ten (10) Business Days of written
notice thereof to the Indemnifying Party.

                  No right of  indemnification  under this Section 4.16 shall be
available  as to a  particular  Indemnified  Party if there is a  non-appealable
final judicial determination that such Losses arise solely out of the negligence
or bad faith of such  Indemnified  Party in performing  the  obligations of such
Indemnified  Party under this Agreement or a breach by such Indemnified Party of
its obligations under this Agreement.

                  (c) Contribution. If a claim for indemnification under Section
4.16(a) is unavailable to an Indemnified  Party or is  insufficient to hold such
Indemnified  Party harmless for any Losses in respect of which this Section 4.16
would apply by its terms  (other than by reason of  exceptions  provided in this
Section  4.16(c)),  then each  Indemnifying  Party, in lieu of indemnifying such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party  as a  result  of  such  Losses  in  such  proportion  as  is
appropriate to reflect the relative benefits received by the Indemnifying  Party
on the one hand and the Indemnified Party on the other and the relative fault of
the Indemnifying  Party and Indemnified  Party in connection with the actions or
omissions that resulted in such Losses as well as any other  relevant  equitable



<PAGE>



considerations.  The relative fault of such  Indemnifying  Party and Indemnified
Party shall be determined by reference to, among other things, whether there was
a judicial determination that such Losses arise in part out of the negligence or
bad  faith  of the  Indemnified  Party in  performing  the  obligations  of such
Indemnified Party under this Agreement or the Indemnified  Party's breach of its
obligations  under this  Agreement.  The amount  paid or payable by a party as a
result of any Losses shall be deemed to include any  attorneys' or other fees or
expenses  incurred by such party in connection with any Proceeding to the extent
such  party  would  have  been  indemnified  for such  fees or  expenses  if the
indemnification provided for in this Section was available to such party.

                  (d)  Nonexclusive.  The indemnity and contribution  agreements
contained in this Section are in addition to any liability that the Indemnifying
Parties may have to the Indemnified Parties.

         Section 4.17 [Reserved].

         Section 4.18 Qualification of Common Stock and Related Matters. (a) The
Company  shall  (i)  advise  each of the  Purchasers  promptly  after  obtaining
knowledge  thereof,  and, if  requested by any of the  Purchasers,  confirm such
advice in writing,  of the issuance by any State  securities  commission  of any
stop order suspending the  qualification or exemption from  qualification of the
Debentures,  the  Warrants,  the  Underlying  Shares or the  Warrant  Shares for
offering or sale in any  jurisdiction,  or the  initiation of any proceeding for
such purpose by any State securities  commission or other regulatory  authority,
or (ii) use its best  efforts to prevent the issuance of any stop order or order
suspending the qualification or exemption from  qualification of the Debentures,
the Warrants, the Underlying Shares or Warrant Shares under any State securities
or Blue Sky laws,  and (iii) if at any time any State  securities  commission or
other regulatory  authority shall issue an order suspending the qualification or
exemption from  qualification  of the Debentures,  the Warrants,  the Underlying
Shares,  or Warrant  Shares under any such laws,  use its best efforts to obtain
the withdrawal or lifting of such order at the earliest possible time.

                  (b) The Company shall furnish each of the Purchasers,  without
charge, as many copies of the prospectus  underlying the registration  statement
contemplated  by the  Registration  Rights  Agreement,  and  any  amendments  or
supplements  thereto,  as such  Purchaser may  reasonably  request.  The Company
consents  to the use of such  prospectus,  and any  amendments  and  supplements
thereto,  by any of the Purchasers in connection with resales of the Debentures,
the Warrants, the Underlying Shares or Warrant Shares.

                  (c) In  accordance  with  the  Registration  Rights  Agreement
annexed hereto as Exhibit C, the Company shall qualify the Underlying Shares and
the Warrant Shares under the  securities or Blue Sky laws of such  jurisdictions
as any of  the  Purchasers  may  reasonably  request  and  shall  continue  such
qualification  at all times through the second  anniversary  of the last Closing
Date; provided,  however, that neither the Company nor its Subsidiaries shall be
required in connection  therewith to qualify as a foreign corporation where they
are not now so qualified or to take any action that would subject the Company to



<PAGE>



general  service  of process  in any such  jurisdiction  where it is not then so
subject or subject  the  Company to any  material  tax in any such  jurisdiction
where it is not then so subject.

         Section 4.19 Purchasers'  Ownership of Common Stock. In addition to and
not in lieu of the  limitations on conversion set forth in the  Debentures,  the
conversion  and  exercise  rights  of each of the  Purchasers  set  forth in the
Debentures  and the Warrants,  as  applicable,  shall be limited,  solely to the
extent  required,  from time to time,  such that,  unless each of the Purchasers
give  written  notice 75 days in advance to the  Company of their  intention  to
exceed the Limitation on Conversions as defined herein, with respect to all or a
specified  amount  of  the  Debentures  and  the  corresponding  number  of  the
Underlying  Shares,  in no instance shall the maximum number of shares of Common
Stock which the  Purchasers  (singularly,  together  with any Persons who in the
determination  of such Purchasers,  together with such Purchasers,  constitute a
group as defined in Rule 13d-5 of the  Exchange  Act) may  receive in respect of
any conversion of the Debentures,  or exercise of the Warrants,  exceed,  at any
one time,  an amount equal to the  remainder of (i) 4.99% of the then issued and
outstanding  shares of Common Stock of the Company  following such conversion or
exercise  minus (ii) the number of shares of Common  Stock of the  Company  then
owned by any of the  Purchasers  (including  any shares of Common  Stock  deemed
beneficially  owned  due to  ownership  of the  Debentures  and  Warrants)  (the
foregoing being herein referred to as the "Limitation on Conversion"); provided,
however,  that the  Limitation  on  Conversion  shall not apply to any forced or
automatic  conversion  by the Company  pursuant to Section 4(i) and Section 5 of
the  Debentures  and,  provided,  further,  that if ten (10)  Business Days have
elapsed since any of the Purchasers  shall have declared an Event of Default (as
that term is defined in the Debenture) and the Company shall not have cured such
Event of Default,  the  provisions  of this  Section 4.19 shall be null and void
from and after such date.  The  Company  shall,  promptly  upon its receipt of a
notice of conversion  tendered by any of the  Purchasers  (or its sole designee)
under  the  Debentures,  as  applicable,  and upon its  receipt  of a notice  of
exercise under the terms of the Warrants, notify such Purchaser by telephone and
by facsimile of the number of shares of Common  Stock  outstanding  on such date
and the number of  Underlying  Shares which would be issuable to such  Purchaser
(or its sole designee,  as the case may be) if the conversion  requested in such
notice of  conversion  or exercise  requested  in such  notice of exercise  were
effected in full, whereupon,  notwithstanding anything to the contrary set forth
in the  Debentures or the Warrants,  such  Purchaser may within one (1) Business
Day of its  receipt of the  Company  notice  required  by this  Section  4.19 by
facsimile revoke such conversion or exercise to the extent (in whole or in part)
that it  determines  that  such  conversion  or  exercise  would  result in such
Purchaser  owning  shares  of  Common  Stock  in  excess  of the  Limitation  on
Conversion.

         Section  4.20  Purchasers'   Rights  if  Trading  in  Common  Stock  is
Suspended. In the event that at any time during the period when the Registration
Statement is to remain effective under the Securities Act in accordance with the
Registration  Rights  Agreement,  trading in the  shares of the Common  Stock is
suspended  (and not  reinstated  within  five (5)  Trading  Days) on such  stock
exchange or market upon which the Common  Stock shall then be listed for trading
(other  than as a result of the  suspension  of  trading in  securities  on such
market  generally  or  temporary  suspensions  pending  the  release of material
information),  or the Common Stock is deleted from the OTCBB (and not reinstated



<PAGE>



within  five  (5)  Trading  Days),  then,  at  any  of  the  Purchasers'  option
exercisable  by written  notice to the Company,  the Company  shall  redeem,  as
applicable,  all of the  Debentures,  Warrants,  Underlying  Shares and  Warrant
Shares owned by such  Purchaser at an aggregate  purchase price equal to the sum
of:

                  (i) the product of (1) the average Per Share  Market Value for
the five (5) Trading Days immediately  preceding (a) the day of such notice, (b)
the date of  payment  in full of the  repurchase  price  calculated  under  this
Section  4.20, or (c) the day when the Common Stock was  suspended,  delisted or
deleted from  trading,  whichever is greater,  multiplied  by (2) the  aggregate
number of Underlying Shares and Warrant Shares owned by such Purchaser;

                  (ii) the greater of (A) the outstanding  principal  amount and
accrued and unpaid  interest on the  Debentures  owned by such Purchaser and (B)
the product of (1) the average Per Share  Market  Value for the five (5) Trading
Days immediately  preceding (a) the day of such notice,  (b) the date of payment
in full of the repurchase  price  calculated under this Section 4.20, or (c) the
day when the Common  Stock was  suspended,  delisted  or deleted  from  trading,
whichever  is greater,  multiplied  by (2) the  aggregate  number of  Underlying
Shares issuable upon the outstanding Debentures owned by the Purchaser;

                  (iii) the product of (A) the  difference,  but not below zero,
between  (1) the average Per Share  Market  Value for the five (5) Trading  Days
immediately  preceding  (a) the day of such  notice,  (b) the date of payment in
full of the repurchase  price calculated under this Section 4.20, or (c) the day
when the Common Stock was suspended, delisted or deleted from trading, whichever
is greater, and (2) the then-current  exercise price of the Warrant,  multiplied
by (B) the number of Warrant Shares  issuable upon exercise of the Warrant owned
by the Purchaser; and

                  (iv)  interest on such  amounts set forth in (i) - (iii) above
accruing from the seventh (7th) day after such notice until the repurchase price
under this Section 4.20 is paid in full,  at the rate of fifteen  percent  (15%)
per annum.

         Section  4.21 No  Violation  of  Applicable  Law.  Notwithstanding  any
provision  of  this  Agreement  to  the  contrary,  if  the  redemption  of  the
Debentures,  the Warrants, the Underlying Shares or the Warrant Shares otherwise
required under this Agreement,  the Debenture,  the Warrant, or the Registration
Rights Agreement would be prohibited by the relevant provisions of Colorado law,
such  redemption  shall be effected as soon as it is  permitted  under such law;
provided, however, that interest payable by the Company with respect to any such
redemption shall continue to accrue in accordance with Section 4.20.

         Section 4.22 Redemption Restrictions.  Notwithstanding any provision of
this Agreement to the contrary,  if any redemption of Debentures,  the Warrants,
Underlying Shares or the Warrant Shares otherwise required under this Agreement,
the  Debenture,  the Warrant,  or the  Registration  Rights  Agreement  would be
prohibited  in the  absence of consent  from any lender of the Company or any of
the  Subsidiaries,  or by the holders of any class of securities of the Company,
the Company  shall use its best  efforts to obtain  such  consent as promptly as
practicable after the redemption is required. Interest payable  by  the  Company



<PAGE>



with respect to any such redemption  shall continue to accrue in accordance with
Section 4.20 until such consent is obtained.  Nothing  contained in this Section
4.22 shall be  construed as a waiver by any of the  Purchasers  of any rights it
may have by  virtue of any  breach  of any  representation  or  warranty  of the
Company herein as to the absence of any requirement to obtain any such consent.

         Section 4.23 No Other Registration Rights. During the period commencing
the  date  hereof  and  ending  on the  earlier  to  occur  of (i) the one  year
anniversary of the Closing and (ii) the date the Registration Statement required
to be filed by the Company in accordance with the Registration  Rights Agreement
is declared  effective under the Securities Act by the  Commission,  the Company
may not file any  registration  statement that provides for the  registration of
shares of Common Stock to be sold by other  shareholders  of the Company without
the prior written consent of the Purchasers or their assigns.  Such registration
rights  shall  not  apply to  registration  statements  relating  solely  to (i)
employee benefit plans  notwithstanding the inclusion of a resale prospectus for
securities   received  under  such  employee  benefit  plan,  or  (ii)  business
combinations.

         Section 4.24.  Merger or  Consolidation.  Until the earlier of the full
conversion of the  Debentures or the Maturity  Date of the  Debentures  (as that
term is defined in the Debenture),  the Company and each Subsidiary will not, in
a single transaction or a series of related  transactions,  (i) consolidate with
or merge  with or into any other  Person,  or (ii)  permit  any other  Person to
consolidate  with or merge into it,  unless (w) either (A) the Company  shall be
the survivor of such merger or  consolidation  or (B) the surviving Person shall
expressly assume by supplemental agreement all of the obligations of the Company
under the Debentures and the Warrants and this Agreement; (x) immediately before
and  immediately  after  giving  effect  to  such  transaction   (including  any
indebtedness  incurred or  anticipated  to be incurred  in  connection  with the
transaction),  no  Default  or Event  of  Default  shall  have  occurred  and be
continuing;  (y) if the  Company is not the  surviving  entity,  such  surviving
entity's  common  shares shall be listed on either The New York Stock  Exchange,
American Stock Exchange, or Nasdaq National Market or Nasdaq SmallCap Market and
(z) the Company has  delivered to the  Purchasers an officers'  certificate  and
opinion of counsel,  each  stating that such  consolidation,  merger or transfer
complies  with this  Agreement,  that the  surviving  Person  agrees to be bound
thereby and that all  conditions  precedent in this  Agreement  relating to such
transactions have been satisfied.

         Section 4.25  Registration  of  Underlying  Shares and Warrant  Shares.
Pursuant to the terms of the Registration  Rights Agreement  between the Company
and the  Purchasers,  the Company shall cause the Underlying  Shares and Warrant
Shares to be registered  under the Securities Act, and so long as any Debentures
remain  outstanding or any Warrants  remain  unexercised,  the Company agrees to
keep such  registration  current with the Commission and with such states of the
United  States as the Holders (as that term is defined in the  Debenture) of the
Debenture  or  Warrants  shall  reasonably  request  in  writing.  All costs and
expenses of registration shall be borne by the Company.

          Section 4.26 Liquidated  Damages.  The Company  understands and agrees
that an Event  of  Default  as  contained  in this  Agreement,  the  Transaction
Documents and/or the Debenture will result in substantial economic loss  to  the


<PAGE>



Purchasers  which will be  extremely  difficult  to  calculate  with  precision.
Therefore,  after the Closing,  if for any reason the Company  fails to cure any
Event of Default within the time given to cure such Event of Default, if any, as
compensation and liquidated damages for such default,  and not as a penalty, the
Company agrees to pay liquidated damages to the Purchasers in an amount equal to
the two times (2x) the  Purchase  Price.  The Company  shall upon demand pay the
Purchasers,  such liquidated  damages by wire transfer in immediately  available
funds to an account designated by the Purchasers. Nothing herein shall limit the
right of any of the  Purchasers to pursue actual damages (less the amount of any
liquidated damages received pursuant to the foregoing) for the Company's failure
to cure an Event  of  Default,  consistent  with  the  terms of this  Agreement.
NOTWITHSTANDING  ANYTHING  TO THE  CONTRARY  CONTAINED  IN THIS  AGREEMENT,  THE
COMPANY'S  OBLIGATIONS  UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS
AGREEMENT.

         Section 4.27 Use of Proceeds. At Closing, the Escrow Agent shall deduct
from escrow the outstanding principal amount and the accrued and unpaid interest
on that  certain  Demand Note dated the date of this  Agreement  in the original
principal amount of One Hundred Thousand Dollars (US$100,000) and pay such funds
to the payee thereof in satisfaction of the Demand Note.

         Section  4.28.  Fees.  The  Company  will  pay the  following  fees and
expenses in connection with this transaction:  (a) US$9,500 to Kaplan Gottbetter
& Levenson,  LLP  ("KGL")  for  document  production  fees,  receipt of which is
acknowledged,  (b) $500 to KGL for expenses,  receipt of which is  acknowledged,
(c) US$5,000 to KGL as escrow  agent fee,  and (d) a commission  to GEM equal to
three percent (3%) of the Purchase  Price paid by Turbo  International  Ltd. All
fees and expenses will be paid at Closing and the Escrow Agent shall deduct such
fees and expenses directly from escrow.

                                    ARTICLE V
                         CONDITIONS PRECEDENT TO CLOSING

         Section 5.1. Conditions Precedent to Obligations of the Purchasers. The
obligations  of the  Purchasers to close on the purchase of the  Debentures  are
subject to the satisfaction or written waiver by the Purchasers,  at or prior to
the Closing, of each of the following conditions:

                  (a) Accuracy of the Company's  Representations and Warranties.
The representations and warranties of the Company contained herein shall be true
and  correct  in all  material  respects  as of the date when made and as of the
Closing  Date as  though  made at that time  (except  that  representations  and
warranties  that are made as of a  specific  date  need be true in all  material
respects only as of such date);

                  (b)  Performance  by  the  Company.  The  Company  shall  have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Company at or prior to the Closing;




<PAGE>



                  (c) No  Material   Adverse  Effect.  Since  the  date  of  the
financial  statements included in the Company's Disclosure  Documents,  no event
which had a Material  Adverse  Effect shall have occurred which is not disclosed
in the Disclosure Documents;

                  (d) No  Prohibitions.  The  purchase  of and  payment  for the
Debentures  and the  Warrants  (and upon  conversion  or exercise  thereof,  the
Underlying  Shares and the Warrant Shares) hereunder (i) shall not be prohibited
or enjoined  (temporarily  or permanently) by any applicable law or governmental
regulation and (ii) shall not subject the  Purchasers to any penalty,  or in its
reasonable judgment, other onerous condition under or pursuant to any applicable
law or governmental  regulation that would materially reduce the benefits to the
Purchaser of the purchase of the Debentures, the Warrants,  Underlying Shares or
the Warrant Shares  (provided,  however,  that such  regulation,  law or onerous
condition was not in effect in such form at the date of this Agreement);

                  (e) No Suspensions of Trading in Common Stock.  Trading in the
Common Stock shall not have been suspended,  delisted or otherwise ceased by the
Commission or the NASD or other  exchange or market on which the Common Stock is
listed or quoted (and not  reinstated  within five (5) Trading Days) (except for
any suspension of trading of limited duration solely to permit  dissemination of
material information regarding the Company);

                  (f)      Required  Approvals.  All  Required  Approvals  shall
have been obtained;

                  (g) Registration Statement. The Commission shall have declared
the registration statement, prepared and filed in accordance with and subject to
the Registration  Rights Agreement annexed hereto as Exhibit C, effective within
one hundred-ninety  (190) days after the Execution Date (unless such date is not
a Business Day, then the next Business Day).

                  (h) Minimum Stock Price. The average Per Share Market Value of
the Common  Stock for the thirty  (30)  Trading  Days  (which  thirtieth  (30th)
Trading Day shall be the Trading Day immediately prior to the day the Commission
declared the registration  statement  (prepared and filed in accordance with and
subject  to the  Registration  Rights  Agreement  annexed  hereto as  Exhibit C)
effective (the "Minimum Stock Price Determination Date")), shall be at least One
Dollar  (US$1.00)  ("Minimum  Stock  Price").  The Minimum  Stock Price shall be
appropriately  adjusted to give effect each time that, prior to the Closing, (i)
the Company's Common Stock shall be subdivided or split into a greater number of
shares or combined  into a fewer number of shares,  or (ii) a dividend in Common
Stock shall be paid in respect of Common Stock.

         Section 5.2.  Conditions  Precedent to Obligations of the Company.  The
obligation of the Company to issue and sell the Debentures  hereunder is subject
to the satisfaction or written waiver by the Company,  at or to the Closing,  of
each of the following conditions:




<PAGE>



                  (a)   Accuracy   of  the   Purchasers'   Representations   and
Warranties.  The  representations and warranties of the Purchasers shall be true
and  correct  in all  material  respects  as of the date when made and as of the
Closing  Date as  though  made at that time  (except  that  representations  and
warranties  that are made as of a  specific  date  need be true in all  material
respects only as of such date);

                  (b) Performance by the Purchasers.  The Purchasers  shall have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by it at or prior to the Closing; and

                  (c) No  Prohibitions.  The sale of the Debentures and Warrants
(and upon  conversion  or exercise  thereof,  the  Underlying  Shares or Warrant
Shares)  hereunder  (i) shall not be  prohibited  or  enjoined  (temporarily  or
permanently) by any applicable law or governmental regulation and (ii) shall not
subject the Company to any penalty,  or in its  reasonable  judgment,  any other
onerous  condition  under or  pursuant  to any  applicable  law or  governmental
regulation that would materially  reduce the benefits to the Company of the sale
of Debentures  Warrants,  Underlying  Shares or Warrant Shares to the Purchasers
(provided,  however,  that such regulation,  law or onerous condition was not in
effect in such form at the date of this Agreement).

                                   ARTICLE VI
                                   TERMINATION

         Section  6.1.  Termination  by  the  Company  or the  Purchasers.  This
Agreement may be terminated  prior to Closing by the Company or  Purchasers,  by
giving written notice of such termination to the other party as follows:

                  (a)  there  shall  be in  effect  any  statute,  rule,  law or
regulation that prohibits the consummation of the Closing or if the consummation
of the Closing would violate any non-appealable  final judgment,  order, decree,
ruling or injunction of any court of or governmental  authority having competent
jurisdiction; or

                  (b) there shall have been an amendment  to  Regulation D or an
interpretive release promulgated or issued thereunder,  which, in the reasonable
judgment  of the  terminating  party,  would  materially  adversely  affect  the
transactions contemplated hereby.

         Section  6.2.  Termination  by  the  Company.  This  Agreement  may  be
terminated  prior to Closing by the Company,  by giving  written  notice of such
termination to the Purchasers, if any of the Purchasers have materially breached
any representation,  warranty, covenant or agreement contained in this Agreement
or the  Registration  Rights  Agreement  and such breach is not cured within ten
(10) Business Days following  receipt by such Purchaser of notice of such breach
and the other Purchasers decline to be substituted for the breaching Purchaser's
investment.




<PAGE>



         Section 6.3.  Termination  by the  Purchasers.  This  Agreement  may be
terminated prior to Closing by the Purchasers,  by giving written notice of such
termination to the Company, if:

                  (a) the Closing  shall not have  occurred by 5:30 Eastern Time
one hundred-ninety (190) days after the Execution Date (unless such day is not a
Business Day, then the next Business Day);

                  (b) the Company has  breached  any  representation,  warranty,
covenant or agreement  contained in this  Agreement and such breach is not cured
within ten (10) Business Days following receipt by the Company of notice of such
breach;

                  (c)  there  has  occurred  an  event  since  the  date  of the
financial  statements  included  in the  Disclosure  Documents  which  has had a
Material Adverse Effect and which is not disclosed in the Disclosure  Documents;
or

                  (d) trading in the Common Stock has been suspended,  delisted,
or otherwise ceased by the Commission or the NASD or other exchange or market on
which the Common Stock is listed or quoted (except for any suspension of trading
of limited  duration  solely to permit  dissemination  of  material  information
regarding the Company) and not reinstated within five (5) Trading Days.

                                   ARTICLE VII
                      LEGAL FEES AND DEFAULT INTEREST RATE

         In the event any Party  commences  legal  action to enforce  its rights
under this Agreement, the Debentures,  the Warrants or the Escrow Agreement, the
non-prevailing  party shall pay all reasonable costs and expenses (including but
not limited to reasonable attorney's fees,  accountant's fees,  appraiser's fees
and  investigative  fees) incurred in enforcing such rights.  In the event of an
uncured  Default by any party  hereunder,  interest  shall  accrue on all unpaid
amounts  due the  aggrieved  party  at the  rate of 15%  per  annum,  compounded
annually.

                                  ARTICLE VIII
                                  MISCELLANEOUS

         Section 8.1. Fees and Expenses.  Except as set forth above,  each party
shall pay the fees and expenses of its advisers, counsel,  accountants and other
experts,  if any, and all other expenses  incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement.
The Company shall pay the fees of the Escrow Agent and all stamp and other taxes
and duties levied in connection with the issuance of the Debentures and Warrants
(and upon  conversion or exercise  thereof,  the  Underlying  Shares and Warrant
Shares) pursuant hereto. Each of the Purchasers shall be responsible for its own
tax  liability  that may arise as a result of the  investment  hereunder  or the
transactions  contemplated  by this Agreement.  Whether or not the  transactions
contemplated  by this Agreement are consummated or this Agreement is terminated,
the Company shall pay (i) all costs, expenses, fees and all  taxes  incident  to



<PAGE>



and in connection  with: (A) the  preparation,  printing and distribution of the
Registration  Statement and all amendments and supplements  thereto  (including,
without limitation,  financial statements and exhibits), and all preliminary and
final Blue Sky memoranda and all other agreements, memoranda, correspondence and
other documents prepared and delivered in connection herewith,  (B) the issuance
and delivery of the  Debentures  and Warrants and,  upon  conversion or exercise
thereof,  the Underlying  Shares and the Warrant Shares,  (C) the exemption from
registration  of the  Debentures  and Warrants and, upon  conversion or exercise
thereof,  the  Underlying  Shares and  Warrant  Shares for offer and sale to the
Purchasers under the securities or Blue Sky laws of the applicable jurisdiction,
(D) furnishing such copies of the Registration  Statement and all amendments and
supplements  thereto,  as may reasonably be requested for use in connection with
resales of the Debentures and Warrants and, upon conversion or exercise thereof,
the  Underlying  Shares  and the  Warrant  Shares,  and (E) the  preparation  of
certificates  for the Debentures  and Warrants and, upon  conversion or exercise
thereof,   the  Underlying  Shares  and  Warrant  Shares   (including,   without
limitation,  printing and engraving thereof),  (ii) all fees and expenses of the
counsel and  accountants  of the Company and (iii) all expenses and listing fees
on securities exchanges, if any.

         Section 8.2. Entire  Agreement;  Amendments.  This Agreement,  together
with  the   Exhibits,   Annexes  and  Schedules   hereto,   contain  the  entire
understanding  of the  parties  with  respect to the subject  matter  hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such  matters.  This  Agreement  shall be  deemed to have  been  drafted  and
negotiated  by both parties  hereto and no  presumptions  as to  interpretation,
construction or enforceability  shall be made by or against either party in such
regard.

         Section 8.3.  Notices.  Any notice or other  communication  required or
permitted to be given  hereunder shall be in writing and shall be deemed to have
been made upon facsimile transmission (with transmission confirmation report) at
the  number  designated  below (if  delivered  on a Business  Day during  normal
business  hours where such notice is to be received),  or the first Business Day
following such delivery (if delivered other than on a Business Day during normal
business hours where such notice is to be received) whichever shall first occur.
The addresses for such communications shall be:

                  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




<PAGE>



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

                  If to the Purchasers:     See Schedule 1 - Schedule of
                                            Purchasers (attached hereto)

                  With copies to:           Kaplan Gottbetter & Levenson, LLP
                                            630 Third Avenue
                                            New York, NY 10017-6705
                                            Attn: Adam S. Gottbetter, Esq.
                                            Tel: (212) 983-6900
                                            Fax: (212) 983-9210

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

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such person.

         Section 8.5. Amendments; Waivers. No provision of this Agreement may be
waived  or  amended  except in a written  instrument  signed,  in the case of an
amendment, by both the Company and the Purchasers,  or, in the case of a waiver,
by the party against whom enforcement of any such waiver is sought. No waiver of
any default with respect to any  provision,  condition  or  requirement  of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any other  provision,  condition or requirement  hereof,  nor shall any delay or
omission of either  party to exercise any right  hereunder in any manner  impair
the exercise of any such right accruing to it thereafter.

         Section 8.6. Headings.  The  headings  herein are for convenience only,
do not  constitute a part of this  Agreement and shall not be deemed to limit or
affect any of the provisions hereof.

         Section 8.7.  Successors and Assigns.  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.




<PAGE>



         Section 8.8.  No Third Party Beneficiaries. This Agreement  is intended
for the benefit of the parties hereto and their respective  permitted successors
and  assigns  and is not for the  benefit  of, nor may any  provision  hereof be
enforced by, any other person.

         Section 8.9.  Governing  Law;  Venue;  Service of Process.  The parties
hereto acknowledge that the transactions  contemplated by this Agreement and the
exhibits hereto bear a reasonable relation to the State of New York. The parties
hereto agree that the  internal  laws of the State of New York shall govern this
Agreement  and  the  exhibits  hereto,   including,  but  not  limited  to,  the
enforcement of the amount of interest to be charged on the outstanding principal
amount of the Debentures  and as to all issues  related to usury.  Any action to
enforce the terms of this  Agreement or any of its exhibits shall be exclusively
brought in the State and/or  federal courts in the State and County of New York.
Service  of process in any  action by  Purchasers  to enforce  the terms of this
Agreement  may be made  by  serving  a copy of the  summons  and  complaint,  in
addition to any other relevant documents, by commercial overnight courier to the
Company at its principal address set forth in this Agreement.

         Section 8.10. Survival.  The  representations  and  warranties  of  the
Company  and the  Purchasers  contained  in Article III and the  agreements  and
covenants  of the parties  contained  in Article IV and this  Article VIII shall
survive the Closing (or any earlier termination of this Agreement).

         Section 8.11. Counterpart Signatures. 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 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.

         Section 8.12.  Publicity.  The Company and the Purchasers shall consult
with each  other in  issuing  any press  releases  or  otherwise  making  public
statements  with  respect to the  transactions  contemplated  hereby and neither
party  shall  issue any such press  release or  otherwise  make any such  public
statement  without the prior written  consent of the other,  which consent shall
not be unreasonably withheld or delayed, unless counsel for the disclosing party
deems such public  statement to be required by applicable  federal  and/or State
securities laws.

         Section 8.13.  Severability.  In case any one or more of the provisions
of this Agreement shall be invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Agreement shall
not in any way be affected or impaired  thereby and the parties  will attempt to
agree  upon a valid  and  enforceable  provision  which  shall  be a  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Agreement.




<PAGE>



         Section 8.14.  Remedies.  In addition to being entitled to exercise all
rights provided herein or granted by law, including the recovery of damages, all
parties shall be entitled to specific  performance of the obligations under this
Agreement  and its  exhibits,  as well as equitable  relief,  including  but not
limited to preliminary,  temporary and permanent  injunctive relief. Each of the
Company and the  Purchasers  agrees that monetary  damages would not be adequate
compensation  for any loss  incurred by reason of any breach of its  obligations
described in the foregoing sentence and hereby agrees to waive in any action for
specific  performance  of any such  obligation  the defense that a remedy at law
would  be  adequate.  As  to  any  equitable  remedies  pursued  by  Purchasers,
Purchasers   shall  not  be  obligated,   and  the  Company  hereby  waives  any
requirements, to post any bond or undertaking in connection with any application
for  temporary,  preliminary  or permanent  injunctive  relief.  Notwithstanding
anything herein to the contrary,  in the event the liquidated damages provisions
of Section 4.26 is fully enforced and collected,  specific performance shall not
be available to the Purchasers.

                           [ SIGNATURE PAGE FOLLOWS ]



<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first indicated above.

                                    Company:

                                    INVU, INC.



                                    By:
                                       -----------------------------------
                                    Name:  David Morgan
                                    Title: President


                                    Purchasers:

                                    GEM GLOBAL YIELD FUND LIMITED



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

                                    TURBO INTERNATIONAL LTD.



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






<PAGE>


<TABLE>

                                   SCHEDULE 1
<CAPTION>

                                           Full Amount of            Number of Termination        Termination
                                           Debentures to be          Warrant Shares               Amount
Name and Address of Purchaser              Purchased                 Exercisable

<S>                                        <C>                       <C>                          <C>

GEM Global Yield Fund Limited              US$4,500,000              450,000                      US$90,000
Loughran & Co.
38 Hertford St.
London W1Y 7TG
Tel: 44.171.355.2051
Fax: 44.171.355.4975

Turbo International Ltd.                   US$500,000                50,000                       US$10,000
50 Shirley Street
P.O. Box N 7755
Nassau, Bahamas
Tel: 242.326.5528
Fax: 242.328.2935


</TABLE>



<PAGE>





Insert all  Schedules  from  Agreement  with relevant  information,  even if the
substance is "none"





<PAGE>



                                    EXHIBIT A

                                    DEBENTURE



<PAGE>



                                    EXHIBIT B

                                     WARRANT



<PAGE>



                                    EXHIBIT C

                          REGISTRATION RIGHTS AGREEMENT



<PAGE>



                                    EXHIBIT D

                       Conversion and Exercise Procedures

1.       At any time,  and from time to time during the term of this  Agreement,
         any Purchaser may deliver to the Escrow Agent written notice (a "Notice
         of Conversion" or "Notice of Exercise")  that it has elected to convert
         the  Debentures  or exercise the  Warrants,  registered in the names of
         such  Purchaser,  in whole or in part, in accordance  with the terms of
         the  Debenture or Warrants,  and the Notice of  Conversion to be in the
         form  annexed as Exhibit G , and the  Notice of  Exercise  to be in the
         form annexed as Exhibit H hereto.  A fee of $350 shall  accompany every
         Notice of  Conversion  or Notice of  Exercise  delivered  to the Escrow
         Agent.

2.       Holder shall send by fax the executed  Holder  Notice of  Conversion or
         Notice of  Exercise to the Escrow  Agent by 4:00 p.m.  New York Time on
         the date of the Conversion or Exercise. The Escrow Agent shall send the
         Holder  Notice of  Conversion or Notice of Exercise by facsimile to the
         Company by the end of the Business Day.

3.        The Company shall have two (2) Business Days from the  transmission of
          the Notice of  Conversion  by the Escrow  Agent to object  only to the
          calculation  of the number of  Debenture  Escrow  Shares  and  Warrant
          Escrow Shares  (collectively  the "Escrow Shares") to be released.  If
          the Company fails to object to the calculation of the number of Escrow
          Shares to be  released  within said time,  then the  Company  shall be
          deemed to have waived any objections to the  calculation of the number
          of Escrow  Shares set forth in the  Purchaser's  Notice  and  directed
          Escrow  Agent to  release  same.  The  Company's  only  basis  for any
          objection  hereunder  shall be to the  calculation  of the  number  of
          Escrow Shares to be released.  In the event of such an objection,  the
          Parties  shall  have one (1)  Business  Day to agree on the  number of
          Escrow Shares to be released pursuant to said Conversion. In the event
          that the  Parties  cannot  agree on the number of Escrow  Shares to be
          released in said time,  then the Company shall commence a legal action
          in the  appropriate  State or federal court in the State and County of
          New York,  within five (5)  Business  Days of the  transmittal  of the
          Notice  of  Conversion  by the  Escrow  Agent to the  Company.  If the
          Company  does not  commence  such legal  action  within  said five (5)
          Business  Days,  the Escrow  Agent shall  release the number of shares
          stated in the Notice of  Conversion to the Purchaser and the Company's
          objection shall be deemed withdrawn and waived with prejudice.  If the
          Escrow Agent does not receive said  objection  notice  within the time
          period  set forth  above from the  Company,  the  Escrow  Agent  shall
          release  from  escrow and  deliver to the  Purchaser  certificates  or
          instruments  representing  the number of Escrow Shares issuable to the
          Purchaser in accordance  with such  conversion on the second  Business
          Day from the  transmittal  to the Company of the Notice of Conversion.
          In the event that the  certificates  evidencing the Escrow Shares held
          by the  Escrow  Agent are not in  denominations  appropriate  for such
          delivery to the Purchaser,  the Escrow Agent shall request the Company
          to cause its transfer agent and registrar to reissue  certificates  in
          smaller  denominations.  The Escrow Agent shall, however,  immediately
          release to the Purchaser certificates representing such lesser  number


<PAGE>



         of shares as the  denominations in its possession  will  allow  that is
         closest to but no more than the actual number  to be  released  to  the
         Purchaser.  Upon receipt of the reissued shares in lesser denominations
         from the Company's transfer agent, the Escrow  Agent  shall  release to
         the  Purchaser the balance of the shares due to the Purchaser.

4.        Holder  shall  send  the  original  Debenture  and  Holder  Notice  of
          Conversion to the Escrow Agent via FedEx or other commercial overnight
          courier,  along with a fee of $350, with instructions  regarding names
          and amount of certificates for the issuance of the Underlying  Shares,
          and  instructions  as  to  the  re-issuance  of  the  balance  of  the
          Debentures, if conversion is not in full. However, if the Escrow Agent
          is holding the Debenture, the Notice of Conversion may be faxed to the
          Escrow Agent and the fee may be transmitted via wire transfer.  In the
          event that the Escrow Agent has custody of the  Debenture,  the Escrow
          Agent  shall  notify  the  Company  and the  Holder in  writing of the
          balance of the  Debenture  remaining  and the  Company  and the Holder
          shall  acknowledge such notice in writing,  in lieu of a new Debenture
          being issued for the balance.

4.        Company will issue the new  Debentures (if any) and will send such new
          Debentures by overnight  courier  within five (5) Business Days to the
          Escrow  Agent.  The Escrow  Agent shall send the Common  Shares to the
          Holder  in  accordance  with  Holder's  instructions  within  two  (2)
          Business Days of receipt of the Notice of Conversion and will send the
          new Debentures (if any) to the Holder upon receipt.

5.        The Escrow Agent agrees to notify in writing by facsimile  the Company
          each time it releases  Escrow Shares to the Purchaser.  Until any such
          release and  notification to the Company,  the Escrow Shares shall not
          be deemed to be validly issued and outstanding shares of capital stock
          of the Company. Such notification shall be given when the Escrow Agent
          delivers the Notice of Conversion to the Company.

6.        Upon  receipt of a Notice of Exercise for the  Warrants,  the Warrants
          and exercise price for the Warrants, the Escrow Agent shall notify the
          Company of the  exercise  of the  Warrants  pursuant to  paragraph  2.
          Within two (2) Business Days of the receipt of the Notice of Exercise,
          the Escrow Agent shall wire the exercise price to the Company pursuant
          to the  instructions  provided by the  Company  and shall  release the
          Warrant  Shares to the  Holder.  The  Escrow  Agent  shall  return the
          original Warrants to the Company for cancellation,  or re-issuance for
          the balance if applicable. The Company will issue the new Warrants (if
          any) and will send such new Warrants by overnight  courier within five
          (5) Business Days to the Escrow Agent.

7.        The  Company  agrees  that,  at any time the  conversion  price of the
          Debentures is such that the number of Debenture  Escrow Shares is less
          than 200% of the number of shares of Common Stock that would be needed
          to satisfy full  conversion  of all of the  Debentures  given the then
          current conversion price (the "Full Conversion Shares"), upon five (5)
          days  written  notice  of  such  circumstance  to the  Company  by the
          Purchaser  and/or  Escrow  Agent,  it  will  issue  additional   share
          certificates,  in the names of each of the Purchaser, and deliver same
          to the  Escrow  Agent,  such that the new number of  Debenture  Escrow
          Shares is equal to 200% of the Full Conversion Shares.


<PAGE>


                                    EXHIBIT E

                                ESCROW AGREEMENT




<PAGE>



                                    EXHIBIT F

                                POWER OF ATTORNEY



<PAGE>



                                    EXHIBIT G

                                 OPINION LETTER



<PAGE>



                                    EXHIBIT H

                            FORM NOTICE OF CONVERSION





<PAGE>



                                    EXHIBIT I

                             FORM NOTICE OF EXERCISE




<PAGE>



                                    EXHIBIT J

                               TERMINATION WARRANT