Void after 5:00 p.m., New York Time on [Date], 2003
               Warrant to Purchase [Number] Shares of Common Stock


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



                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                                   INVU, INC.


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



NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER  RULE  506  OF  REGULATION  D  PROMULGATED  UNDER  THE  U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION OR EXCLUSION FROM
THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS.

     FOR VALUE RECEIVED,  INVU,  Inc., a Colorado  corporation  (the "Company"),
grants the following  rights to [name], a  [jurisdiction]  corporation,  with an
office at [address] and/or its assigns ("Holder"):

                             ARTICLE 1. DEFINITIONS.

Capitalized  terms used and not otherwise defined herein shall have the meanings
given such terms in the Convertible  Debenture Purchase Agreement by and between
the Company and the Holder (the "Purchase  Agreement") and entered into on April
___,2000.  As used  in this  Agreement,  the  following  terms  shall  have  the
following meanings:

Dallas1 587669 v 1, 40687.00001
                                                         1


<PAGE>



"Closing" shall have the same meaning as defined in the Purchase Agreement.

"Corporate  Office"  shall mean the office of the Company (or its  successor) at
which at any particular time its principal business shall be administered.

"Escrow Agent" shall mean Kaplan,  Gottbetter & Levenson, LLP, 630 Third Avenue,
5th Floor,  New York, NY 10017, as the Company's escrow agent, or its authorized
successor, as such.

"Escrow  Agreement"  means the escrow  agreement by and among the  Company,  the
Holder  and  Kaplan  Gottbetter  &  Levenson,  LLP,  annexed as Exhibit E to the
Purchase Agreement.

"Exercise  Date"  shall  mean [to be  determined  in  accordance  with  Purchase
Agreement],  any date upon which the Holder  shall give the  Company a Notice of
Exercise.

"Exercise  Price"  shall mean [the lower of US$3.00 or one  hundred  twenty five
percent (125%) of the average closing bid price of the Common Stock for the five
(5) Trading  Days  immediately  prior to the  Closing  Date] per share of Common
Stock, subject to adjustment as provided herein.

"Expiration Date" shall mean 5:00 p.m. (New York time) on [third  anniversary of
the Closing Date] 2003.

"SEC" shall mean the United States Securities and Exchange Commission.

"Warrant  Shares"  shall  mean the  shares of the  Common  Stock  issuable  upon
exercise of the Warrant.

                       ARTICLE 2. EXERCISE AND AGREEMENTS.

    2.1 Exercise of Warrant. This Warrant shall entitle Holder to purchase up to
[number equal to twenty  percent (20%) of the Purchase  Price (as defined in the
Purchase  Agreement)  divided by a number which is equal to twenty-five  percent
(25%) less than the average Per Share  Market  Value of the Common Stock for the
five (5) Trading Days  immediately  prior to the Closing  Date] shares of Common
Stock (the "Shares") at the Exercise Price. This Warrant shall be exercisable at
any time and from  time to time  prior to the  Expiration  Date  (the  "Exercise
Period").  This Warrant and the right to purchase Warrant Shares hereunder shall
expire and become void on the Expiration Date.

    2.2  Manner of Exercise.
         ------------------

    (a) Holder may exercise  this  Warrant at any time,  starting at the time of
the issuance of this  Warrant and from time to time during the Exercise  Period,
in whole or in part  (but not in  denominations  of fewer  than  10,000  Warrant
Shares,  except upon an exercise of this Warrant  with respect to the  remaining
balance of Warrant  Shares  purchasable  hereunder at the time of exercise),  by
delivering to the Escrow Agent (as defined in an escrow  agreement  dated of the
same date as this Warrant between the Company and the Holder incorporated herein
by reference) (i) a duly executed


                                        2


<PAGE>



Notice of Exercise in substantially the form attached as Appendix 1 hereto, (ii)
the Warrant  Certificate  representing  the Warrants,  (iii) a bank cashier's or
certified  check for the aggregate  Exercise  Price of the Warrant  Shares being
purchased,  and (iv) a bank cashier's,  certified check or wire transfer of $350
to the Escrow Agent for an exercise fee.

    (b) The Holder may,  at its  option,  in lieu of paying cash for the Warrant
Shares, exercise this Warrant by exchanging the Warrants, in whole or in part (a
"Warrant  Exchange"),  by  delivering  to the Escrow  Agent (i) a duly  executed
Notice of Exercise  electing a Warrant  Exchange,  (ii) the Warrant  Certificate
representing the Warrants,  and (iii) a bank cashier's,  certified check or wire
transfer of $350 to the Escrow Agent for an exercise fee. In connection with any
Warrant Exchange,  the Holder shall be deemed to surrender or exchange,  for the
Warrant  Shares to be issued to it, the number of  Warrant  Shares  equal to the
quotient  obtained by dividing  (A) the product of the number of Warrant  Shares
exercised and the existing Exercise Price of the Warrants by (B) the average Per
Share  Market  Value of a share of Common  Stock for the ten (10)  Trading  Days
ending on the date the Notice of Exercise is sent to the Escrow Agent.

    2.3  Termination.  All rights of the Holder in this  Warrant,  to the extent
they have not been exercised, shall terminate on the Expiration Date.

    2.4 No Rights Prior to Exercise.  Prior to its exercise  pursuant to Section
2.2 above,  this  Warrant  shall not  entitle  the Holder to any voting or other
rights as a shareholder of the Company.

    2.5 Fractional  Shares. No fractional shares shall be issuable upon exercise
of this  Warrant and the number of Warrant  Shares to be issued shall be rounded
up to the nearest whole Share.  If a fractional  Share interest  arises upon any
exercise of the Warrant,  the Company  shall  eliminate  such  fractional  Share
interest by issuing Holder an additional full Share.

    2.6 Escrow.  The Company  agrees to enter into the escrow  agreement  and to
issue into said Escrow  certificates  to be held by the Escrow Agent (as defined
in the Escrow Agreement),  registered in the name of the Holder,  representing a
number of shares of Common  Stock (in 10,000  share  certificates)  equal to the
number of Warrant Shares of this Warrant.

    2.7 Adjustments to Exercise Price and Number of Securities
        ------------------------------------------------------

    (a) Computation of Adjusted Exercise Price. In case the Company shall at any
time after the date hereof  issue or sell any shares of Common Stock (other than
the issuances or sales referred to in Section 2.7 (g) hereof),  including shares
held in the  Company's  treasury  and  shares of Common  Stock  issued  upon the
exercise of any options,  rights or warrants to  subscribe  for shares of Common
Stock and shares of Common Stock  issued upon the direct or indirect  conversion
or exchange of securities for shares of Common Stock (excluding shares of Common
Stock issuable upon exercise of options,  warrants or conversion  rights granted
as of the date  hereof  and  2,250,000  shares of  Common  Stock  issuable  upon
exercise of options to be granted to members of the Company's  management and up
to a maximum  of  750,000  of shares to be  issued as  compensation  to  certain
persons), for a


                                        3


<PAGE>



consideration  per share less than Exercise Price on the date immediately  prior
to the issuance or sale of such shares, or without consideration, then forthwith
upon such  issuance or sale,  the  Exercise  Price  shall  (until  another  such
issuance or sale) be reduced to the price  (calculated to the nearest full cent)
equal to the quotient  derived by dividing (A) an amount equal to the sum of (X)
the  product  of (a) the  Exercise  Price on the date  immediately  prior to the
issuance or sale of such shares, multiplied by (b) the total number of shares of
Common Stock  outstanding  immediately  prior to such issuance or sale plus, (Y)
the  aggregate  of the  amount of all  consideration,  if any,  received  by the
Company upon such  issuance or sale, by (B) the total number of shares of Common
Stock outstanding  immediately after such issuance or sale;  provided,  however,
that  in no  event  shall  the  Exercise  Price  be  adjusted  pursuant  to this
computation to an amount in excess of the Exercise  Price in effect  immediately
prior to such  computation,  except in the case of a combination  of outstanding
shares of Common Stock, as provided by Section 2.7 (c) hereof.

    For the  purposes  of any  computation  to be made in  accordance  with this
Section 2.7(a), the following provisions shall be applicable:

    (i) In case  of the  issuance  or  sale of  shares  of  Common  Stock  for a
consideration  part  or  all  of  which  shall  be  cash,  the  amount  of  cash
consideration  therefor shall be deemed to be the amount of cash received by the
Company  for such  shares  (or,  if shares of Common  Stock are  offered  by the
Company  for  subscription,  the  subscription  price,  or  if  either  of  such
securities  shall be sold to underwriters or dealers for public offering without
a subscription  offering,  the initial public offering  price) before  deducting
therefrom any compensation paid or discount allowed in the sale, underwriting or
purchase  thereof  by  underwriters  or  dealers  or others  performing  similar
services, or any expenses incurred in connection therewith.

    (ii) In case of the issuance or sale  (otherwise than as a dividend or other
distribution  on any stock of the  Company)  of  shares  of  Common  Stock for a
consideration  part or all of which shall be other than cash,  the amount of the
consideration  therefor  other than cash shall be deemed to be the value of such
consideration  as  determined  in good  faith by the Board of  Directors  of the
Company.

    (iii)  Shares  of  Common  Stock  issuable  by  way  of  dividend  or  other
distribution  on any stock of the  Company  shall be deemed to have been  issued
immediately  after the opening of business on the day  following the record date
for the determination of stockholders entitled to receive such dividend or other
distribution and shall be deemed to have been issued without consideration.

    (iv) The  reclassification of securities of the Company other than shares of
the Common  Stock into  securities  including  shares of Common  Stock  shall be
deemed  to  involve  the   issuance  of  such  shares  of  Common  Stock  for  a
consideration  other than cash immediately prior to the close of business on the
date fixed for the  determination  of security  holders entitled to receive such
shares,  and the value of the  consideration  allocable to such shares of Common
Stock shall be determined as provided in subsection (ii) of this Section 2.7(a).

    (v)  The number of shares of Common Stock at  any one time outstanding shall
include the



                                        4


<PAGE>



aggregate number of shares issued or issuable  (subject to readjustment upon the
actual issuance thereof) upon the exercise of options, rights, warrants and upon
the conversion or exchange of convertible or exchangeable securities;  provided,
however,  that shares  issuable  upon the exercise of the Warrants  shall not be
included in such calculation.

    (b) Options,  Rights, Warrants and Convertible and Exchangeable  Securities.
In case the  Company  shall at any time  after the date  hereof  issue  options,
rights or  warrants  to  subscribe  for  shares of  Common  Stock,  or issue any
securities  convertible  into or exchangeable  for shares of Common Stock, for a
consideration  per share less than the Exercise Price  immediately  prior to the
issuance of such options,  rights or warrants  (excluding shares of Common Stock
issuable upon exercise of options,  warrants or conversion  rights granted as of
the date hereof and 2,250,000  shares of Common Stock  issuable upon exercise of
options to be granted to members of the Company's management and up to a maximum
of 750,000 of shares to be issued as compensation to certain  persons),  or such
convertible or exchangeable securities,  or without consideration,  the Exercise
Price in effect  immediately  prior to the issuance of such  options,  rights or
warrants,  or such convertible or exchangeable  securities,  as the case may be,
shall be reduced to a price  determined  by making a  computation  in accordance
with the provision of Section 2.7 (a) hereof, provided that:

    (i) The aggregate  maximum number of shares of Common Stock, as the case may
be, issuable under such options, rights or warrants shall be deemed to be issued
and outstanding at the time such options,  rights or warranties were issued, and
for a consideration  equal to the minimum  purchase price per share provided for
in  such  options,  rights  or  warrants  at the  time  of  issuance,  plus  the
consideration  (determined in the same manner as  consideration  received on the
issue or sale of shares in accordance  with the terms of the Warrants),  if any,
received by the Company for such options, rights or warrants.

    (ii) The aggregate  maximum  number of shares of Common Stock  issuable upon
conversion or exchange of any  convertible or exchangeable  securities  shall be
deemed to be issued and outstanding at the time of issuance of such  securities,
and for a  consideration  equal  to the  consideration  (determined  in the same
manner as consideration  received on the issue or sale of shares of Common Stock
in accordance  with the terms of the Warrants)  received by the Company for such
securities,  plus the minimum  consideration,  if any, receivable by the Company
upon the conversion or exchange thereof.

    (iii) If any change  shall occur in the price per share  provided for in any
of the options, rights or warrants referred to in subsection (a) of this Section
2.7 (b),  or in the  price  per share at which  the  securities  referred  to in
subsection  (b) of this Section 2.7 (b) are  convertible or  exchangeable,  such
options,  rights or warrants or conversion or exchange  rights,  as the case may
be,  shall be deemed to have expired or  terminated  on the date when such price
change became effective in respect of shares not theretofore  issued pursuant to
the exercise or conversion or exchange thereof,  and the Company shall be deemed
to have issued upon such date new options,  rights or warrants or convertible or
exchangeable  securities  at the new price in  respect  of the  number of shares
issuable upon the exercise of such options, rights or warrants or the conversion
or exchange of such convertible or exchangeable securities.


                                        5


<PAGE>


    (iv) If any options,  rights or warrants  referred to in  subsection  (a) of
this Section 2.7, or any convertible or exchangeable  securities  referred to in
subsection  (b) of this Section 2.7,  expire or  terminate  without  exercise or
conversion,  as the  case  may be,  then the  Exercise  Price  of the  remaining
outstanding Warrants shall be readjusted as if such options,  rights or warrants
or convertible or  exchangeable  securities,  as the case may be, had never been
issued.

    (c)  Subdivision  and  Combination.  In case the  Company  shall at any time
subdivide or combine the outstanding  shares of Common Stock, the Exercise Price
shall  forthwith  be  proportionately  decreased in the case of  subdivision  or
increased in the case of combination.

    (d) Adjustment in Number of Securities. Upon each adjustment of the Exercise
Price  pursuant to the  provisions  of this  Section  2.7, the number of Warrant
Shares  issuable  upon the  exercise  of each  Warrant  shall be adjusted to the
nearest  full amount by  multiplying  a number  equal to the  Exercise  Price in
effect  immediately  prior to such  adjustment  by the number of Warrant  Shares
issuable upon exercise of the Warrants  immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price.

    (e) [Reserved].

    (f) Merger or  Consolidation.  In case of any  consolidation  of the Company
with,  or merger of the Company  with,  or merger of the Company  into,  another
corporation  (other than a consolidation  or merger which does not result in any
reclassification  or change of the  outstanding  Common Stock),  the corporation
formed by such consolidation or merger shall execute and deliver to the Holder a
supplemental  warrant  agreement  providing that the Holder of each Warrant then
outstanding  or to be  outstanding  shall have the right  thereafter  (until the
expiration of such Warrant) to receive,  upon exercise of such Warrant, the kind
and amount of shares of stock and other  securities and property  (except in the
event the property is cash, then the Holder shall have the right to exercise the
Warrant and receive  cash in the same manner as other  stockholders)  receivable
upon such consolidation or merger, by a holder of the number of shares of Common
Stock  of  the  Company  for  which  such  warrant  might  have  been  exercised
immediately  prior  to  such  consolidation,  merger,  sale  or  transfer.  Such
supplemental  warrant  agreement  shall provide for  adjustments  which shall be
identical to the  adjustments  provided in Section  2.7. The above  provision of
this Subsection shall similarly apply to successive consolidations or mergers.

    (g) No Adjustment of Exercise Price in Certain  Cases.  No adjustment of the
Exercise Price shall be made upon the issuance of the Shares upon  conversion of
the convertible debentures of this warrant, or upon the exercise of any options,
rights,  or warrants  outstanding  as of the date of the Purchase  Agreement and
disclosed in Section 3.1(c) therein.

    (h)  Dividends and Other Distributions.  In the event that the Company shall
at any time prior to the exercise of all Warrants declare a dividend (other than
a dividend consisting solely of shares of



                                        6


<PAGE>



Common Stock) or otherwise distribute to its stockholders any assets,  property,
rights,  evidences  of  indebtedness,  securities  (other  than shares of Common
Stock),  whether  issued by the  Company or by  another,  or any other  thing of
value, the Holders of the unexercised Warrants shall thereafter be entitled,  in
addition  to the  shares  of  Common  Stock or  other  securities  and  property
receivable  upon the  exercise  thereof,  to receive,  upon the exercise of such
Warrants,  the  same  property,   assets,  rights,  evidences  of  indebtedness,
securities  or any other  thing of value that they would have been  entitled  to
receive at the time of such dividend or distribution as if the Warrants had been
exercised immediately prior to such dividend or distribution. At the time of any
such dividend or distribution,  the Company shall make  appropriate  reserves to
ensure the timely  performance  of the  provisions of this  subsection  2.7 (h).
Nothing contained herein shall provide for the receipt or accrual by a Holder of
cash dividends prior to the exercise by such Holder of the Warrants.

            ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

    3.1 Representations  and Warranties.  In addition to the representations and
warranties  contained  in  Article  3.1 of the  Convertible  Debenture  Purchase
Agreement, the Company hereby represents and warrants to the Holder as follows:

    (a) All shares which may be issued upon the  exercise of the purchase  right
represented by this Warrant shall,  upon issuance,  be duly authorized,  validly
issued,  fully-paid and  nonassessable,  and free of any liens and  encumbrances
except for  restrictions  on transfer  provided  for herein or under  applicable
federal and state securities laws, and not subject to any pre-emptive rights.

    (b) The Company is a corporation  duly organized and validly  existing under
the laws of the State of Colorado, and has the full power and authority to issue
this Warrant and to comply with the terms hereof.  The  execution,  delivery and
performance  by the Company of its  obligations  under this Warrant,  including,
without limitation,  the issuance of the Warrant Shares upon any exercise of the
Warrant  have been duly  authorized  by all  necessary  corporate  action.  This
Warrant has been duly  executed and  delivered by the Company and is a valid and
binding  obligation of the Company,  enforceable  in accordance  with its terms,
except as  enforcement  may be limited  by  applicable  bankruptcy,  insolvency,
reorganization  or similar laws affecting  enforceability  of creditors'  rights
generally and except as the availability of the remedy of specific  enforcement,
injunctive  relief or other equitable relief is subject to the discretion of the
court before which any proceeding therefor may be brought.

    (c)  The  Company  is  not  subject  to or  bound  by any  provision  of any
certificate or articles of  incorporation or by-laws,  mortgage,  deed of trust,
lease, note, bond, indenture,  other instrument or agreement,  license,  permit,
trust, custodianship,  other restriction or any applicable provision of any law,
statute,  rule, regulation,  judgment,  order, writ, injunction or decree of any
court,  governmental  body,  administrative  agency or  arbitrator  which  could
prevent or be  violated  by or under which there would be a default (or right of
termination)  as a result of the  execution,  delivery  and  performance  by the
Company of this Warrant.

                                        7


<PAGE>



    (d) The Company is subject to the  reporting  requirements  of Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended, and is current
in its reporting requirements. The Company is eligible to issue the Warrants and
the Warrant  Shares  pursuant to Rule 506 of Regulation D promulgated  under the
Securities Act.

                            ARTICLE 4. MISCELLANEOUS.

    4.1 Transfer.  This Warrant may not be transferred or assigned,  in whole or
in part, at any time,  except in compliance  with  applicable  federal and state
securities  laws  by the  transferor  and  the  transferee  (including,  without
limitation,  the  delivery of an  investment  representation  letter and a legal
opinion reasonably satisfactory to the Company),  provided that this Warrant may
not be  transferred  or assigned  such that either the Holder or any  transferee
will,  following  such transfer or  assignment,  hold a Warrant for the right to
purchase fewer than 10,000 Warrant Shares.

    4.2 Transfer Procedure. Subject to the provisions of Section 4.1, Holder may
transfer or assign this Warrant by giving the Company  notice  setting forth the
name, address and taxpayer  identification number of the transferee or assignee,
if applicable (the  "Transferee")  and surrendering  this Warrant to the Company
for reissuance to the  Transferee and the Holder,  in the event of a transfer or
assignment  of this  Warrant in part.  (Each of the persons or entities in whose
name any such new Warrant shall be issued are herein referred to as a "Holder").

    4.3 Loss,  Theft,  Destruction or  Mutilation.  If this Warrant shall become
mutilated or defaced or be destroyed,  lost or stolen, the Company shall execute
and deliver a new Warrant in exchange for and upon surrender and cancellation of
such mutilated or defaced  Warrant or, in lieu of and in  substitution  for such
Warrant so destroyed, lost or stolen, upon the Holder filing with the Company an
affidavit that such Warrant has been so mutilated,  defaced,  destroyed, lost or
stolen.  However, the Company shall be entitled, as a condition to the execution
and delivery of such new Warrant, to demand reasonably  acceptable  indemnity to
it and payment of the  expenses  and charges  incurred  in  connection  with the
delivery of such new Warrant. Any Warrant so surrendered to the Company shall be
canceled.

    4.4 Notices.  All notices and other  communications  from the Company to the
Holder  or vice  versa  shall be  deemed  delivered  and  effective  when  given
personally,  by facsimile  transmission with confirmation  sheet at such address
and/or facsimile number as may have been furnished to the Company or the Holder,
as the case may be, in writing by the Company or the Holder from time to time.

    4.5 Waiver.  This  Warrant and any term  hereof may be changed,  waived,  or
terminated  only by an instrument  in writing  signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.

    4.6  Governing  Law.  This  Warrant  shall  be  governed by and construed in
accordance with the




                                        8


<PAGE>



laws of the State of New York, without giving effect to its principles regarding
conflicts  of law.  Any action to  enforce  the terms of this  Warrant  shall be
exclusively  heard in the State and Federal  Courts of New York County and State
and Country of the United States of America.

    4.7 Signature.  In the event that any signature on this Warrant 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.

    4.8 Legal Fees.  In the event any Party  commences a legal action to enforce
its rights under this Warrant, the non-prevailing shall pay all reasonable costs
and expenses (including  reasonable  attorney's fees) incurred in enforcing such
rights.

                (Remainder of this page left intentionally blank)



                                        9


<PAGE>




    4.9 Attorney-in-Fact. To effectuate the terms and provisions of the Purchase
Agreement,  the Escrow  Agreement,  the Debenture and this Warrant,  the Company
hereby  agrees to give a power of attorney as is  evidenced  by Exhibit F to the
Convertible Debenture Purchase Agreement.  All acts done under the 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 within the scope of, and in  accordance  with,  this  Warrant,  the
Purchase  Agreement,  the  Debenture  and the  Escrow  Agreement.  The  power of
attorney being coupled with an interest shall be irrevocable while any amount of
the Debenture remains unpaid, any amount of this Warrant remains  unexercised or
any  portion  of  the  Purchase   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  shares  for  the  Debentures,  and  which
resolution  states  that it is  irrevocable  while any  amount of the  Debenture
remains unpaid, any amount of this Warrant remains unexercised or any portion of
the Purchase Agreement or the Escrow Agreement remains unsatisfied.

Dated:                                       INVU, INC.


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



Attest:


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

                                       10


<PAGE>

                                   APPENDIX 1

                               NOTICE OF EXERCISE

1. The  undersigned  hereby elects (please check the appropriate box and fill in
the blank spaces):

    |_| to purchase  ______ shares of Common Stock,  no par value per share,  of
    INVU, Inc. at $_____ per share for a total of $_____________ and pursuant to
    the terms of the  attached  Warrant,  and  tenders  herewith  payment of the
    purchase price of such Warrant Shares in full; or

    |_| to purchase  _______ shares of Common Stock,  no par value per share, of
    INVU, Inc. pursuant to the cashless exercise provision under Section 2.2 (b)
    of the  Warrant,  and  tenders  herewith  the  number of  Warrant  Shares to
    purchase such Warrant  Shares based on the average  closing bid price of the
    Common  Stock for the ten  trading  days  prior to the date  hereof of $ per
    share.

2. Please issue a certificate or certificates  representing  said Warrant Shares
in the name of the undersigned or in such other name as is specified below:

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



                                       11