EXHIBIT 10.20







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

                                RANKING AGREEMENT

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



                                     between



                          VERTICAL INVESTMENTS LIMITED



                                       And



                              INVU SERVICES LIMITED



                                       And




                                BANK OF SCOTLAND


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CLAUSES                                                  PAGE


1.      Ranking of Securities                             1

2.      Security to be Continuing                         3

3.      Agreement                                         3

4.      Preferential Payments                             3

5.      Negative Pledge                                   3

6.      Enforcement                                       3

7       Authority to Release Information                  3

8,      Consent                                           4

9.      Variation                                         4

10.     Transfers                                         4

11.     Miscellaneous                                     4

12.     Notices                                           4

13.     Definitions                                       5

14.     Other Security                                    7

Is,     Separate Provisions                               7

16.     Governing Law                                     9

17.     Contract (Rights of Third Parties) Act            8



<PAGE>


This RANKING AGREEMENT is made the 24th day of October, 2001 amongst:


(1)      The Governor and Company of the Bank of Scotland ("BoS");

(2)      Vertical  Investments  Limited a company  registered in Jersey (Company
         Number 71185) whose  registered  office is at Eagle House, Don Road, St
         Helier, Jersey, Channel Islands, JE1 (the "Postponed Creditor"); and

(3)      INVU Services  limited a company  registered in England (Company Number
         03319922) of The Beren,  Blisworth  Hill Farm,  Stoke Road,  Blisworth,
         Northampton, NN7 3DB (the "Company").


                       Definitions are given in Clause 13.

WHEREAS

(A)      The Company has granted in favor of BoS a Debenture  dated 13 July 2000
         and registered on 19 July 2000;

(B)      The Company, has granted in favor of the Postponed Creditor a Debenture
         dated 17 September  2001 which is to be registered  at Companies  House
         immediately after this Agreement has been executed;

(C)      BoS and the  Postponed  Creditor  wish to  regulate  the ranking of the
         Securities;

(D)      The Company has agreed to acknowledge the terms of this Agreement.

IT IS AGREED AS FOLLOWS:

1.       Ranking of Securities

         1.1      BoS, the  Postponed  Creditor  and the Company  agree that the
                  sums  secured  by  the  BoS   Securities   and  the  Postponed
                  Securities shall rank in the following order of priority:

                  1.1.1    the BoS  Securities to the extent of the BoS Priority
                           Debt; then

                  1.1.2    the  Postponed   Securities  to  the  extent  of  the
                           Postponed Priority Debt.

         1.2      The  ranking  and  priority  set out in Clause  1.1 shall take
                  effect notwithstanding any of the following;

                  1.2.1    the  nature,  of the  Securities  created  by the BoS
                           Securities and the Postponed Securities and the dates
                           of  execution  and  registration  of them;
<PAGE>

                  1.2.2    any provision contained in any of the Securities;

                  1.2.3    the date or dates on which moneys have been or may be
                           advanced  or become due,  owing or payable  under the
                           BoS   Securities   and  the   Postponed   Securities,
                           respectively;

                  1.2.4    any  fluctuation  from  time to  time in the  amounts
                           secured  by  the  BoS  Securities  or  the  Postponed
                           Securities  including  any reduction of those amounts
                           to nil;

                  1.2.5    the existence of any credit balance on any current or
                           other account of the Company with BoS;

                  1.2.6    the  appointment  of  a  liquidator,   administrative
                           receiver,  receiver,  administrative or other similar
                           officer in respect of the  Company or over all or any
                           part of the Assets;

                  1.2.7    the granting of time or any other  indulgence  to the
                           Company   or  any  other   person  or  the   release,
                           compounding or otherwise  dealing with the Company or
                           any other  person or the  receipt  of moneys  whether
                           arising from a voluntary  sale of any Assets  subject
                           to  any  of  the  Securities  or in  respect  of  any
                           security or  guarantee  held by either BoS in respect
                           of the BoS Debt or the Postponed  creditor in respect
                           of  the   Postponed   Debt  or  otherwise   prior  to
                           enforcement;

                  1.2.8    the taking, variation, compromise, renewal or release
                           of, or refusal  or neglect to perfect or enforce  any
                           rights or  remedies  against the Company or any other
                           person by either BoS or the Postponed Creditor,

                  1.2.9    the sale or other  disposal of any land or  buildings
                           or any  interest  in any land or  buildings  prior to
                           enforcement;

                  1.2.10   any  present  or  future  mortgage  or  other  charge
                           granted by the Company to either BoS or the Postponed
                           Creditor   (other   than  the   Securities)   (unless
                           otherwise  agreed in writing by BoS or the  Postponed
                           Creditor);

                  1.2.11   the  provisions  of  Sections  464  and  466  of  the
                           Companies  Act 1985 or any  other  rule of law  which
                           might   operate   contrary   to  the  terms  of  this
                           Agreement.

2.       Security to be Continuing

         The  Securities  shall rank as provided in this Agreement as continuing
         securities  for  repayment of the amounts  owing to each of BoS and the
         Postponed Creditor from time to time by the Company or by any person or
         company  whose  obligations  to  BoS  or  the  Postponed  Creditor  are
         guaranteed by the Company.

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3.       Agreement

         If a receiver or liquidator  or  administrator  of the Company  regards
         this  Agreement  as  failing  to bind  him in the  distribution  of the
         proceeds  of sale of the  assets of the  Company  (and in as far as the
         refusal of the receiver or liquidator or  administrator  to be bound by
         this Agreement causes prejudice to BoS or the Postponed Creditor),  BoS
         and the Postponed  Creditor will compensate each other to the extent to
         which it has benefited as a result of this refusal.

4.       Preferential Payments

         The ranking  provisions in this Agreement shall not prejudice the right
         of BoS to receive Preferential  Payments provided that any Preferential
         Payments payable shall not be counted towards repayment of BoS Debt for
         the purposes of calculating  the extent of any priority to which BoS is
         entitled under Clause 1.

5.       Negative Pledge

        The Company shall not grant any further  fixed or floating  charges over
        all or any of its Assets  including  its  heritable,  real or  leasehold
        property without the written consent of BoS.

6.       Enforcement

        If either BoS or the Postponed  Creditor wishes to exercise its power of
        sale over the Assets or to appoint a receiver of the Assets, BoS and the
        Postponed  Creditor shall consult  together with a view to agreeing upon
        either the terms of such sale or upon a suitable  person to be appointed
        as  receiver,  provided  always that this  Agreement to consult will not
        prejudice  the right of BoS to take  action to sell the asset  under its
        powers of Sale or to appoint a receiver  under the BoS Security  without
        prior  consultation  in case of need. If BoS or the  Postponed  Creditor
        takes any such action or  appoints a receiver  without  consultation  it
        shall immediately advise the other that it has done so.

7.       Authority to Release Information

         During the  continuance of each of the BoS Securities and the Postponed
         Securities,  BoS and the Postponed  Creditor may disclose to each other
         information  concerning  the Company and its affairs in such manner and
         to such  extent  as BoS and the  Postponed  Creditor  may  wish and the
         Company consents to such disclosure.

8.       Consent

         BoS and the Postponed  Creditor  consent to the grant by the Company of
         the  Securities  and  each  acknowledge  the  right  of  the  other  to
         production and delivery of copies of the Securities.

<PAGE>

9.       Variation

         The BoS  Securities  and the  Postponed  Securities  are  varied to the
         extent  specified  in  this  Agreement  and  this  Agreement  shall  be
         construed and receive effect as an instrument of Alteration  within the
         meaning of Section 466 of the Companies Act 1985.

10.      Transfers

         BoS  shall  not  assign  or  transfer  the  benefit  of any of the  BoS
         Securities and the Postponed  Creditor shall not assign or transfer the
         benefit  of any of the  Postponed  Securities  unless the  assignee  or
         transferee  first  agrees in  writing  with BoS  and/or  the  Postponed
         Creditor,  as the case may be,  to be bound by the  provisions  of this
         Agreement.

11.      Miscellaneous

         Unless  and until the BoS  Securities  are  discharged,  the  Postponed
         Creditor:

         11.1     agrees that any obligation  under the Postponed  Securities to
                  deposit deeds and documents of title, stocks, shares and other
                  securities and all policies of insurance or assurance with the
                  Postponed Creditor shall be deemed satisfied and complied with
                  if those are deposited with BoS; and

         11.2     agrees that the proceeds of any insurance policy in respect of
                  any Assets shall,  notwithstanding any endorsement or notation
                  on any such policy to the contrary,  prior to  enforcement  by
                  BoS be used by the  Company  in repair  and  reinstatement  or
                  replacement of such Assets.  The Company  acknowledges  by its
                  execution  of this  Agreement  that it has no right,  title or
                  interest to enforce this sub-clause for its own benefit.

12.      Notices

         12.1     All notices or other  communications to be made or given under
                  this Agreement shall be in writing and shall be by first-class
                  prepaid post or by fax.

         12.2     Receipt  shall be deemed to have  occurred  forty  eight hours
                  after posting  (unless hand  delivered and then at the time of
                  delivery)  and if by fax when  sent  provided  a  transmission
                  report is received.

         12.3     Any notice to BoS shall be addressed to:

                  The Manager
                  Birmingham Business Centre Bank of Scotland
                  55 Temple Row
                  Birmingham
                  B2 5LS
                  Fax No. 0121 255 2504

<PAGE>

         12.4     Any notice to the Postponed Creditor shall be addressed to:

                  Mr P. Willing
                  Vertical Investments Limited
                  c/o PricewaterhouseCoopers
                  Twenty Two Colomberie
                  St. Helier
                  Jersey
                  JE1 4XA
                  Channel Islands

                  Fax No. 01534 838200

         12.5     Any notice to the Company shall be addressed to:

                  The Secretary
                  Invu Sevices Limited
                  The Beren
                  Blisworth Hill Farm
                  Stoke Road
                  Blisworth
                  Northamptonshire
                  NN7 2DB

                  Fax No. 01604 859893

13.      Definitions

In the interpretation of this Agreement:

         13.1     "Assets" means the whole of the property,  (including uncalled
                  capital) which is or may be from time to time comprised in the
                  property and undertaking of the Company;

         13.2     "BoS Debt" means all or any monies and liabilities which shall
                  from time to time (and whether on or at any time after demand)
                  be due,  owing or incurred in whatsoever  manner to BoS by the
                  Company,  whether actually or contingently,  solely or jointly
                  and  whether as  principal  or surety  and  whether or not BoS
                  shall have been an original party to the relevant transaction,
                  and including interest, discount,  commission and other lawful
                  charges  or  expenses  which  BoS  may  in the  course  of its
                  business charge or incur in respect of any of those matters or
                  for keeping the Company's account,  and so that interest shall
                  be computed  and  compounded  according to the usual BoS rates
                  and practice as well after as before any demand made or decree
                  obtained;

<PAGE>

         13.4     "BoS Priority  Debt" means the BoS Debt not exceeding  (pound)
                  800,000 (or such greater amount, if any, as shall be agreed in
                  writing between BoS and the Postponed  Creditor) plus interest
                  on that amount and all commission,  charges,  fees,  costs and
                  expenses arising or incurred in connection with it;

         13.5     "BoS Securities" means the Debenture granted by the Company in
                  favour  of  BoS  over  the  Assets  dated  13  July  2001  and
                  registered  with the Registrar of Companies on 19 July 2001 in
                  security for the BoS Debt;

         13.6     "Postponed  Debt" means all sums due: and to become due to the
                  Postponed Creditor by the Company whether as principal debtor,
                  co-obligant,  guarantor,  surety or otherwise  (including  all
                  present,   future  or  contingent   obligations  owed  to  the
                  Postponed  Creditor,  whether  such  obligations  exist now or
                  arise in the  future)  together  with  interest  and  charges,
                  interest on them and all commissions, charges, fees, costs and
                  expenses arising or incurred in connection with those sums;

         13.7     "Postponed  Priority Debt" means  Postponed Debt not exceeding
                  US$500,000  (or such greater amount if any, as shall be agreed
                  in writing  between BoS and the Postponed  Creditor)  together
                  with  interest  on that amount and all  commissions,  charges,
                  fees,  costs and  expenses  arising or incurred in  connection
                  with it;

         13.8     "Postponed  Securities"  means the  Debenture  granted  by the
                  Company in favour of the  Postponed  Creditor  over the Assets
                  dated  17  September  2001 and due to be  registered  with the
                  Registrar of  Companies  immediately  after  execution of this
                  Agreement in security for the Postponed Debt;

         13.9     "Preferential  Payments"  means payments to which a preference
                  attaches  in terms of Sections  175 and 386 of the  Insolvency
                  Act 1986;

         13.10    "Securities"  means  the  BoS  Securities  and  the  Postponed
                  Securities;

         13.11    "Enforce"  (and all  derivations  from it) means the taking of
                  any of the following actions:

                  (1)      the  appointing a receiver  pursuant to or in respect
                           of any of the Securities;

                  (2)      the exercising a power of sale or otherwise utilising
                           the  rights  given  to a  creditor  under  any of the
                           Securities;

                  (3)      the  suing  for  payment  of  any  BoS  Debt  or  the
                           Postponed Debt;

                  (4)      the petitioning for an administration order; or

                  (5)      the  exercising  of any rights of  setoff,  retention
                           combination  of accounts or similar  right in respect
                           of the BoS Debt or the Postponed Debt;

<PAGE>

         13.12    References to this Agreement and to any provisions of it shall
                  be construed as  references  to it in force for the time being
                  and as amended, varied,  supplemented,  substituted or novated
                  from time to time;

         13.13    References to:

                  13.13.1  statutes, statutory provisions and other leglislation
                           shall   include   all   amendments,    substitutions,
                           modifications and re-enactments for the time being in
                           force;

                  13.13.2  "control"  of any  company  shall be  interpreted  in
                           accordance   with  Section  840  of  the  income  and
                           Corporation Taxes Act 1988;

                  13.13.3  "including"  shall not be  construed  as limiting the
                           generality of the words preceding it;

                  13.13.4  any term or phrase  defined in the Companies Act 1985
                           (as  amended  from time to time)  shall bear the same
                           meaning in this Agreement unless the context requires
                           otherwise;

                  13.13.5  words importing the singular shall include the plural
                           and vice versa,  and words  denoting any gender shall
                           include all genders;

                  13.13.6  this  Agreement and to any provisions of it or to any
                           other document referred to in this Agreement shall be
                           construed as  references  to it in force for the time
                           being as  amended,  varied,  supplemented,  restated,
                           substituted or novated from time to time;

                  13.13.7  "person" is to be construed to include  references to
                           a  corporation,  firm,  company,  partnership,  joint
                           venture,  unincorporated body of persons,  individual
                           or any state or agency of a state,  whether  or not a
                           separate legal entity;

                  13.13.8  "person" is to be construed to include that  person's
                           assignees  or  transferees  or  successors  in title,
                           whether direct or indirect;

                  13.13.9  clause  headings are for ease of  reference  only and
                           are  not  to  affect  the   interpretation   of  this
                           Agreement.

         13.14    For the  avoidance of doubt,  this  Agreement  supersedes  any
                  previous  agreement,  whether  written  or  oral,  express  or
                  implied,  between  the  parties  to it  (or  any of  them)  in
                  relation to the subject matter of this Agreement.

<PAGE>


14.      Other Security

         BoS  shall  be  entitled  at any  time at its  discretion  and  without
         consulting  the Company or the Postponed  Creditor to transact and deal
         with any other securities or guarantees of any kind that may be held by
         it in respect of the Company's  obligations to it and may sell, dispose
         of or realise such other securities in any order which it may determine
         and  this   Agreement   shall   remain  in  full   force   and   effect
         notwithstanding such transactions or dealings.

15.      Separate Provisions

         If any provision of this  Agreement is or becomes  invalid,  illegal or
         unenforceable   that  shall  not  affect  the  validity,   legality  or
         enforceability of any other provision.

16.      Governing Law

         This Agreement shall be governed by and construed  according to English
         law and each of the parties submits to the nonexclusive Jurisdiction of
         the English courts.

17.      Contract (Rights of Third Parties) Act 1999

         For the purposes of the Contracts  (rights of Third  Parties) Act 1999,
         the  parties  hereto  agree that they do not intend any of the terms of
         this Agreement to be enforceable by any third party.

IN WITNESS  WHEREOF this  Agreement  consisting of this and the seven  preceding
pages are executed as a Deed as follows:

SUBSCRIBED for and on behalf of
The Governor and Company
of the Bank of Scotland
by its duly authorised signatory at

                                            .........................(Signature)

on the         day of          2001         .........................(Full Name)

in the presence of:

...............................Witness (Signature)

...............................Full Name

...............................Address

...............................

...............................Occupation

SUBSCRIBED for and on behalf of            SUBSCRIBED for and an behalf of
the said INVU Services Limited             the said Vertical Investments Limited
by                                         by

..........................Director           ............................Director

..........................Director/Secretary ..................Director/Secretary

at                                          at

on the        day of              2001      on the      day of              2001