REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (this  "Agreement")  is made and
entered  into  as of  May 1,  2000,  by  and  between  INVU,  INC.,  a  Colorado
corporation,  with its principal place of business at The Beren,  Blisworth Hill
Farm, Stoke Road,  Blisworth,  North-hampton,  NNZ 3DB (the "Company");  and GEM
Global Yield Fund Limited, a Nevis company,  with its  administrative  office at
Loughran & Co., 38 Hertford St., London W1Y 7TG, and Turbo International Ltd., a
Bahamas corporation,  with its administrative  office at 50 Shirley Street, P.O.
Box  N  7755,  Nassau,  Bahamas,  (each  of  "Purchaser"  and  collectively  the
"Purchasers").

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

         The Company and the Purchasers hereby agree as follows:

         1.       Definitions.  Capitalized terms used and not otherwise defined
herein shall have the meanings  given such terms in the Purchase  Agreement.  As
used in this Agreement, the following terms shall have the following meanings:

         "Advice" shall have the meaning set forth in Section 4.

         "Affiliate"  means,  with respect to any Person,  any other Person that
directly or indirectly controls or is controlled by or under common control with
such  Person.  For the  purposes of this  definition,  "control " when used with
respect to any Person, means the possession, direct or indirect, 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;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

         "Business  Day"means any day except Saturday,  Sunday and any day which
shall be 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  mean the  Closing,  as such  term is  defined  in the
Purchase Agreement.

         "Closing  Date" shall mean the Closing Date, as such term is defined in
the Purchase Agreement.

         "Commission" means the Securities and Exchange Commission.




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         "Common  Stock"  means the  Company's  common  stock,  no par value per
share.

         "Debentures" means the Company's 3% Convertible Debentures delivered to
the Purchasers pursuant to the Purchase Agreement.

         "Effectiveness  Date" means, with respect to a Registration  Statement,
in the case of a Closing,  the earlier of the 180th day  following the execution
of the  Purchase  Agreement  (or if such date is not a  Business  Day,  the next
Business  Day) and the fifth  (5th)  Business  Day after the date the Company is
notified  by  the  Commission  that  such  Registration  Statement  will  not be
reviewed.

         "Effectiveness  Period"  shall  have the  meaning  set forth in Section
2(a).

         "Event" shall have the meaning set forth in Section 6.

         "Event Date" shall have the meaning set forth in Section 6.

         "Escrow Agreement" means the escrow agreement by and among the Company,
KG&L and the Purchasers,  entered into on the same date as this  Agreement,  and
which is incorporated herein by reference.

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

         "Execution Date" means  the day the  Purchase Agreement  and  the other
Transaction Documents are executed by the parties

         "Filing  Date" means the day the  Registration  Statement is filed with
the Commission,  which date shall be as soon as practicable  after the Execution
Date.

         "Holder" or "Holders" means the holder or holders,  as the case may be,
from time to time of Registrable Securities.

         "Indemnified Party" shall have the meaning set forth in Section 8(c).

         "Indemnifying Party" shall have the meaning set forth in Section 8(c).

         "Inspectors" shall have the meaning set forth in Section 3(m).

         "Losses" shall have the meaning set forth in Section 8(a).

         "New York Courts" shall have the meaning set forth in Section 10(h).


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         "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.

         "Prospectus"   means  the  prospectus   included  in  the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

         "Records" shall have the meaning set forth in Section 3(m).

         "Registrable  Securities"  means the Warrant  Shares and the Underlying
Shares;  provided,  however,  that in order to account  for  adjustments  in the
conversion and exercise ratios, Registrable Securities shall include a number of
shares of Common Stock equal to no less than four (4) times the number of shares
of Common Stock into which the Debentures are convertible in full, at the lesser
of either the Fixed  Conversion  Price or the Floating  Conversion  Price on the
date of execution of the Purchase Agreement together with such number of Warrant
Shares issuable upon exercise of the Warrants issued on the Closing.

         "Registration Statement" means the registration statement, contemplated
by Section 2(a),  including the  Prospectus,  amendments and supplements to such
registration   statement  or  Prospectus,   including  pre-  and  post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.

         "Rule 144" means Rule 144 promulgated by the Commission pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Rule 158" means Rule 158 promulgated by the Commission pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Rule 415" means Rule 415 promulgated by the Commission pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.


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

         "Underlying  Shares"  shall mean the shares of Common  Stock into which
the Debentures are convertible in accordance with the Purchase Agreement and the
Debentures.

         "Underwritten   Registration"  or   "Underwritten   Offering"  means  a
registration in connection  with which  securities of the Company are sold to an
underwriter for reoffering to the public  pursuant to an effective  registration
statement.

         "Warrants"   means  the  Common  Stock  purchase   warrants  issued  in
accordance with the terms of the Purchase Agreement.

         "Warrant  Shares"  means  the  shares  of Common  Stock  issuable  upon
exercise of the Warrants.

         2.       Shelf Registration

                  (a) As soon as  practicable  after the date of this  Agreement
(the "Execution Date"), the Company shall prepare and file with the Commission a
"Shelf"   Registration   Statement  covering  the  issuance  or  resale  of  all
Registrable Securities for an offering to be made on a continuous basis pursuant
to  Rule  415.  The  Registration  Statement  shall  be on Form  S-1 or  another
appropriate form permitting  registration of Registrable Securities for issuance
to or  resale  by the  Holders  in the  manner  or  manners  designated  by them
(including,  without  limitation,  public  or  private  sales  and  one or  more
Underwritten  Offerings).  The Company shall (i) not permit any securities other
than the  Registrable  Securities to be included in the  Registration  Statement
except as provided  for in Section  7(b) and (ii) use its best  efforts to cause
the Registration  Statement to be declared effective under the Securities Act as
promptly as practicable after the filing thereof,  but in any event prior to the
Effectiveness  Date,  and  to  keep  such  Registration  Statement  continuously
effective  under the Securities Act until the date which is five years after the
date of this  Agreement  or such earlier  date when all  Registrable  Securities
covered by such Registration Statement have been sold or may be sold pursuant to
Rule 144 as  determined  by the  counsel to the  Company  pursuant  to a written
opinion  letter,  addressed to the Holders,  to such effect (the  "Effectiveness
Period");  provided,  however, that the Company shall not be deemed to have used
its best  efforts  to keep  the  Registration  Statement  effective  during  the
Effectiveness  Period  if  it  voluntarily  takes  any  action  to  suspend  the
effectiveness of the Registration  Statement under the Securities Act during the
Effectiveness Period,  unless the Company,  after consultation with its counsel,
determines that such action is required under  applicable law or the Company has
filed  a  post-effective   amendment  to  the  Registration  Statement  and  the
Commission has not declared it effective.  Should the Registration Statement not
relate  to  the  maximum  number  of  Registrable  Securities  acquired  by  (or
potentially  acquirable by) the Holders  thereof upon  conversion or exercise of
the Debentures,  and Warrants (because of the indeterminable number of shares of
Common Stock issuable upon conversion or exercise thereof), the Company shall be
required  to  file  a  separate  registration   statement  (utilizing  Rule  462
promulgated  under  the  Securities  Act,  where  applicable)  relating  to such
Registrable  Securities which then remain  unregistered.  The provisions of this
Agreement shall relate to such separate registration  statement as if it were an
amendment to such Registration Statement.


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<PAGE>




                  (b) If the Holders of a majority of the Registrable Securities
so elect and inform the Company in writing a reasonable time prior to the Filing
Date,  an  offering  of  Registrable  Securities  pursuant  to the  Registration
Statement  may be  effected  in the form of an  Underwritten  Offering.  In such
event, and if the managing  underwriters  advise the Company and such Holders in
writing that in their opinion the amount of Registrable  Securities  proposed to
be sold in such offering exceeds the amount of Registrable  Securities which can
be sold in such offering,  there shall be included in such Underwritten Offering
the amount of such Registrable  Securities which in the opinion of such managing
underwriters  can be sold, and such amount shall be allocated pro rata among the
Holders proposing to sell Registrable Securities in such Underwritten Offering.

                  (c) If any of the Registrable  Securities are to be sold in an
Underwritten  Offering,  the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by the Holders of
a majority of the  Registrable  Securities  included in such offering,  with the
approval of the Company, which shall not be unreasonably withheld or delayed. No
Holder may participate in any Underwritten Offering hereunder unless such Person
(i)  agrees to sell its  Registrable  Securities  on the basis  provided  in any
underwriting  agreements  approved by the Persons entitled  hereunder to approve
such arrangements and (ii) completes and executes all questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements and other  documents  required
under the terms of such arrangements.

         3.       Registration Procedures.  In  connection  with  the  Company's
registration obligations hereunder, the Company shall:

                  (a)  Prepare  and file  with the  Commission  within  the time
period set forth in Section 2 a  Registration  Statement  on Form S-1 or another
appropriate form permitting  registration of Registrable Securities for issuance
to the Holders and the resale  thereof in accordance  with the method or methods
of distribution thereof as specified by the Holders, and use its best efforts to
cause the  Registration  Statement to become  effective and remain  effective as
provided herein;  provided,  however that, subject only to the Holders providing
to the  Company in writing  information,  requested  in writing by the  Company,
relating  to  the  Holders'  proposed  method  of  distribution  of  Registrable
Securities  and such other  information  required by law, not less than ten (10)
days prior to the filing of the Registration Statement or any related Prospectus
or any amendment (pre or post  effective) or supplement  thereto  (including any
document  that would be  incorporated  or deemed to be  incorporated  therein by
reference),  the Company shall (i) furnish to the Holders, their Counsel and any
managing underwriters,  copies of all such documents proposed to be filed, which
documents  (other  than  those  incorporated  or  deemed to be  incorporated  by
reference) will be subject to the review of such Holders, their Counsel and such
managing  underwriters,  and (ii) cause its officers and directors,  counsel and
independent  certified public  accountants to respond to such inquiries as shall
be  necessary,  in the opinion of  respective  counsel to such  Holders and such
underwriters,  to conduct a reasonable  investigation  within the meaning of the
Securities  Act.  The  Holders  shall  have  five  days  after  receipt  of  the
Registration  Statement or any related Prospectus or any amendment or supplement
thereto to comment on or object to the  filing of such  documents.  The  Company
shall not file the


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Registration  Statement or any such  Prospectus or any amendments or supplements
thereto without including any comments  reasonably  requested by the Holders and
shall not file any such  documents  to which the  Holders of a  majority  of the
Registrable  Securities,  their  Counsel,  or any managing  underwriters,  shall
object; provided, however, that the counting of days for determining whether the
Company has complied with the Filing Date and  Effectiveness  Date  requirements
for  purposes  of this  Agreement  shall not  include any days during the period
commencing with such objection and ending when the Person objecting subsequently
consents to the filing of such documents.  On the date of  effectiveness  of any
Registration  Statement,  the Company shall furnish an opinion, dated as of such
date,  from  counsel  representing  the Company  addressed to the Holders of the
Registrable  Securities and in form, scope and substance as is customarily given
in an underwritten public offering.  The Company shall also use its best efforts
to  cause  to be  furnished  on the date of  effectiveness  of any  Registration
Statement,  a letter, dated such date, from the Company's  independent certified
public  accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed to the Holders of the Registrable Securities.

                  (b) (i) Prepare and file with the Commission such  amendments,
including post- effective  amendments,  to the Registration  Statement as may be
necessary to keep the  Registration  Statement  continuously  effective  for the
applicable  time  period;  (ii) cause the  related  Prospectus  to be amended or
supplemented by any required  Prospectus  supplement,  and as so supplemented or
amended to be filed  pursuant  to Rule 424 (or any  similar  provisions  then in
force)  promulgated  under the  Securities  Act;  (iii)  respond as  promptly as
practicable  to any comments  received from the  Commission  with respect to the
Registration  Statement  or any  amendment  thereto;  and (iv)  comply  with the
provisions  of the  Securities  Act and the  Exchange  Act with  respect  to the
registration of all Registrable Securities covered by the Registration Statement
during  the  applicable  period  in  accordance  with the  intended  methods  of
disposition by the Holders thereof set forth in the Registration Statement as so
amended or in such Prospectus as so supplemented.

                  (c) Notify the Holders of  Registrable  Securities to be sold,
their  Counsel and any managing  underwriters  immediately  (and, in the case of
(i)(A)  below,  not less than three  Business Days prior to such filing) and (if
requested by any such  Person)  confirm such notice in writing no later than one
Business  Day  following  the day (i)(A)  when a  Prospectus  or any  Prospectus
supplement or post-effective amendment to the Registration Statement is proposed
to be  filed;  and  (B)  with  respect  to  the  Registration  Statement  or any
post-effective  amendment,  when  the  same has  become  effective;  (ii) of any
request by the Commission or any other federal or state  governmental  authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose; (iv) if at any time the Registration  Statement becomes stale and is no
longer  effective;  (v) of the receipt by the Company of any  notification  with
respect to the suspension of the  qualification or exemption from  qualification
of any of the  Registrable  Securities  for  sale  in any  jurisdiction,  or the
initiation or threatening  of any  Proceeding for such purpose;  and (vi) of the
occurrence  of any event  that  makes  any  statement  made in the  Registration
Statement or Prospectus


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or any document  incorporated or deemed to be incorporated  therein by reference
untrue  in  any  material   respect  or  that  requires  any  revisions  to  the
Registration  Statement,  Prospectus or other  documents so that, in the case of
the  Registration  Statement or the Prospectus,  as the case may be, it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

                  (d) Use its reasonable  best efforts to avoid the issuance of,
or,  if  issued,   obtain  the  withdrawal  of  (i)  any  order  suspending  the
effectiveness  of the  Registration  Statement  or (ii)  any  suspension  of the
qualification  (or  exemption  from  qualification)  of any  of the  Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.

                  (e) If requested by any managing underwriter or the Holders of
a  majority  of the  Registrable  Securities  to be sold in  connection  with an
Underwritten  Offering,  (i) promptly incorporate in a Prospectus  supplement or
post-effective  amendment to the Registration Statement such information as such
managing  underwriters  and such  Holders  reasonably  agree  should be included
therein and (ii) make all required filings of such Prospectus supplement or such
post- effective  amendment as soon as practicable after the Company has received
notification of the matters to be incorporated in such Prospectus  supplement or
post-effective  amendment;  provided,  however,  that the  Company  shall not be
required to take any action  pursuant to this Section 3(e) unless in the opinion
of counsel for the Company such action is required by applicable law.

                  (f) Furnish to each  Holder,  their  Counsel and any  managing
underwriters,  without charge,  at least one complete copy of each  Registration
Statement  and  each  amendment  thereto,  including  financial  statements  and
schedules,  all documents  incorporated or deemed to be incorporated  therein by
reference,  and all exhibits to the extent  requested by such Person  (including
those  previously  furnished or  incorporated  by reference)  promptly after the
filing of such documents with the Commission.

                  (g) Promptly  deliver to each Holder,  their Counsel,  and any
underwriters,  without charge,  as many copies of the Prospectus or Prospectuses
(including  each form of prospectus  forming part of the effective  Registration
Statement)  and  each  amendment  or  supplement  thereto  as such  Persons  may
reasonably  request;  and the Company  hereby  agrees to respond in writing to a
written  request from the Purchasers with respect to the  effectiveness  of such
Prospectus.

                  (h) Prior to any public  offering of  Registrable  Securities,
use its  reasonable  best efforts to register or qualify or  cooperate  with the
selling Holders,  any  underwriters  and their respective  counsel in connection
with the registration or qualification  (or exemption from such  registration or
qualification)  of such  Registrable  Securities  for offer  and sale  under the
securities  or Blue Sky laws of such  jurisdictions  within the United States as
any Holder or underwriter requests in writing, to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things  necessary or advisable to enable the
disposition in such  jurisdictions  of the Registrable  Securities  covered by a
Registration Statement;


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provided,  however,  that the Company shall not be required to qualify generally
to do business in any jurisdiction  where it is not then so qualified or to take
any  action  that would  subject  it to  general  service of process in any such
jurisdiction  where it is not then so subject or subject  the Company to any tax
in any such jurisdiction where it is not then so subject.

                  (i) Cooperate  with the Holders and any managing  underwriters
to facilitate the timely  preparation and delivery of certificates  representing
Registrable  Securities  to be  sold,  which  certificates  shall be free of all
restrictive  legends,  except as required by applicable  law, and to enable such
Registrable  Securities to be in such denominations and registered in such names
as any such  managing  underwriters  or Holders  may  request at least three (3)
Business Days prior to any sale of Registrable Securities.

                  (j) Upon the occurrence of any event  contemplated  by Section
3(c)(vi),  as  promptly  as  practicable,  prepare a  supplement  or  amendment,
including  a  post-effective  amendment,  to  the  Registration  Statement  or a
supplement to the related  Prospectus or any document  incorporated or deemed to
be incorporated  therein by reference,  and file any other required  document so
that,  as  thereafter  delivered,  neither the  Registration  Statement nor such
Prospectus will contain an untrue  statement of a material fact or omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

                  (k) Use its reasonable  best efforts to cause all  Registrable
Securities relating to such Registration Statement to be listed or quoted on the
Nasdaq National  Market,  the Nasdaq  SmallCap  Market and any other  securities
exchange,  market or  over-the-counter  bulletin board, if any, on which similar
securities  issued by the  Company  are then  listed  or  quoted  to the  extent
required by the rules of such exchange, market or other quotation system.

                  (l)  If  the   Registrable   Securities   are  included  in  a
Registration  Statement filed in connection with an Underwritten  Offering,  the
Company shall, (i) make such  representations  and warranties to such Holders as
it agrees to make to the underwriters in such Underwritten Public Offerings, and
confirm  the same if and when  requested;  (ii)  enter  into an  indemnification
agreement which shall contain indemnification  provisions and procedures no less
favorable  to the selling  Holders , than those set forth in Section 6 and (iii)
deliver such documents and  certificates  as may be reasonably  requested by the
Holders of a majority of the Registrable  Securities  being sold,  their Counsel
and  any  managing  underwriters  to  evidence  the  continued  validity  of the
representations and warranties made pursuant to clause 3(1)(i) .

         If  an  Underwritten  Offering  by  the  Company  includes  Registrable
Securities,  then  any  legal  opinion  addressed  to an  underwriter  shall  be
addressed to the Selling Shareholders, and the Company will use its best efforts
to cause the independent  certified public accountants of the Company to address
its opinion to the Selling Shareholders.


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                  (m)  Make  available  for  inspection  by (i)  Holders  of the
Registrable  Securities;  (ii) any underwriter  participating in any disposition
pursuant to the Registration Statement, (iii) one firm of attorneys and one firm
of accountants or other agents  retained by the Investors,  and (iv) one firm of
attorneys retained by all such underwriters (collectively, the "Inspectors") all
pertinent  financial and other records,  and pertinent  corporate  documents and
properties of the Company (collectively,  the "Records"), as shall be reasonably
deemed  necessary by each Inspector to enable each Inspector to exercise its due
diligence  responsibility,  and  cause the  Company's  officers,  directors  and
employees to supply all information  which any Inspector may reasonably  request
for purposes of such due diligence; provided, however, that each Inspector shall
hold in confidence and shall not make any disclosure  (except to an Investor) of
any Record or other information which the Company determines in good faith to be
confidential,  and of which determination the Inspectors are so notified, unless
(a)  the  disclosure  of such  Records  is  necessary  to  avoid  or  correct  a
misstatement or omission in any Registration Statement,  (b) the release of such
Records  is  ordered  pursuant  to a  subpoena  or other  order  from a court or
government  body  of  competent  jurisdiction,  or (c) the  information  in such
Records has been made generally available to the public other than by disclosure
in violation of this or any other  agreement.  The Company shall not be required
to disclose any confidential  information in such Records to any Inspector until
and unless such Inspector shall have entered into confidentiality agreements (in
form and  substance  satisfactory  to the Company) with the Company with respect
thereto,  substantially  in the  form of  this  Section  3(m).  Each  Holder  of
Registrable  Securities  agrees that it shall,  upon learning that disclosure of
such  Records  is  sought  in or by a court  or  government  body  of  competent
jurisdiction or through other means, give prompt notice to the Company and allow
the  Company,  at its  expense,  to  undertake  appropriate  action  to  prevent
disclosure  of,  or to  obtain  a  protective  order  for,  the  Records  deemed
confidential.  Nothing  herein shall be deemed to limit the Holders'  ability to
sell  Registrable  Securities  in a manner  which is otherwise  consistent  with
applicable laws and regulations.

                  (n) Comply with all  applicable  rules and  regulations of the
Commission  and  make  generally  available  to  its  security  holders  earning
statements  satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 not  later  than  forty-five  (45) days  after the end of any  12-month
period (or ninety (90) days after the end of any 12-month  period if such period
is a fiscal  year) (i)  commencing  at the end of any  fiscal  quarter  in which
Registrable  Securities are sold to  underwriters  in a firm  commitment or best
efforts  Underwritten  Offering and (ii) if not sold to  underwriters in such an
offering, commencing on the first (1st) day of the first (1st) fiscal quarter of
the Company after the effective date of the Registration Statement.

                  (o) At  such  time  as the  Registration  Statement  has  been
declared  effective  by the  Commission  covering  a resale  of any  Registrable
Securities, the Company shall cause its legal counsel to deliver to the Transfer
Agent an opinion,  subject to the holders of any Registrable  Securities  making
such  representations  and  warranties  to Company  counsel  as it may  require,
certifying that such Registrable  Securities may be sold by the Holders pursuant
to such  Registration  Statement with the  purchasers  thereof  receiving  share
certificates without restrictive legend, which opinion shall remain effective so
long as such  Registration  Statement  remains in full force and effect.  In the
event that, at any time, such Registration Statement ceases to be effective, the
Company shall


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immediately deliver written notice thereof to the Transfer Agent and the Holders
stating that the opinion of the Company's  legal counsel may no longer be relied
upon by the  Transfer  Agent  (unless and until an  additional  or  amended,  as
applicable, Registration Statement is so declared effective (with respect to the
resale of such Registrable Securities)).

                  (p) Provide a CUSIP number for all Registrable Securities, not
later than the effective date of the Registration Statement.

                  (q) The  Company  shall  take all such  other  actions  as any
Holder of Registrable Securities or the underwriters, if any, reasonably request
in  order  to  expedite  or  facilitate  the  disposition  of  the  Registration
Securities.

         The Company may require each  selling  Holder and the  underwriters  to
furnish to the Company  such  information  regarding  the  distribution  of such
Registrable  Securities  and the Holder as is required by law to be disclosed in
the Registration  Statement and as may otherwise be reasonably  requested by the
Company, including, without limitation, information necessary for the Company to
respond to the comments from the Commission and/or state securities authorities,
and the Company may exclude from such registration the Registrable Securities of
any such Holder who  unreasonably  fails to furnish  such  information  within a
reasonable time after receiving such request, and such Holder shall be deemed to
have violated this Registration  Rights Agreement for purposes of Section 6.2 of
the Purchase Agreement.

         If the Registration Statement refers to any Holder by name or otherwise
as the holder of any securities of the Company,  then such Holder shall have the
right to require (i) the  inclusion  therein of language,  in form and substance
reasonably  satisfactory to such Holder and the Company,  to the effect that the
ownership  by  such  Holder  of  such  securities  is not to be  construed  as a
recommendation  by  such  Holder  of the  investment  quality  of the  Company's
securities  covered  thereby  and that such  ownership  does not imply that such
Holder will assist in meeting any future financial  requirements of the Company,
or (ii) if such reference to such Holder by name or otherwise is not required by
the Securities Act or any similar federal statute then in force, the deletion of
the reference to such Holder in any amendment or supplement to the  Registration
Statement filed or prepared subsequent to the time that such reference ceases to
be required.

         Each Purchaser  covenants and agrees that (i) it will not offer or sell
any  Registrable  Securities  under  the  Registration  Statement  until  it has
received   copies  of  the  Prospectus  as  then  amended  or   supplemented  as
contemplated in Section 3(g) and notice from the Company that such  Registration
Statement and any  post-effective  amendments  thereto have become  effective as
contemplated by Section 3(c) and (ii) each Purchaser and its officers, directors
or Affiliates,  if any, will comply with the prospectus delivery requirements of
the Securities Act as applicable to them in connection with sales of Registrable
Securities pursuant to the Registration Statement.

         Each Holder agrees by its  acquisition of such  Registrable  Securities
that, upon receipt of a written notice from the Company of the occurrence of any
event of the kind described in


                                       10


<PAGE>



Section 3(c)(ii),  3(c)(iii),  3(c)(iv),  3(c)(v) or 3(c)(vi),  such Holder will
forthwith  discontinue  disposition of such  Registrable  Securities  until such
Holder's  receipt of the copies of the  supplemented  Prospectus  and/or amended
Registration  Statement  contemplated by Section 3(j), or until it is advised in
writing (the "Advice") by the Company that the use of the applicable  Prospectus
may be resumed,  and, in either case,  has received  copies of any additional or
supplemental  filings  that are  incorporated  or deemed to be  incorporated  by
reference in such Prospectus or Registration Statement.

         4.       Registration Expenses

                  (a) All fees and expenses  incident to the  performance  of or
compliance  with this  Agreement  by the  Company  shall be borne by the Company
whether or not the  Registration  Statement  is filed or becomes  effective  and
whether or not any Registrable  Securities are sold pursuant to the Registration
Statement.  The fees and expenses  referred to in the foregoing  sentence  shall
include,  without  limitation,  (i) all registration and filing fees (including,
without limitation, fees and expenses (A) with respect to filings required to be
made with the  National  Association  of  Securities  Dealers,  Inc.  and (B) in
compliance  with  state  securities  or  Blue  Sky  laws   (including,   without
limitation, fees and disbursements of counsel for the underwriters or Holders in
connection  with  Blue Sky  qualifications  of the  Registrable  Securities  and
determination  of the eligibility of the  Registrable  Securities for investment
under the laws of such  jurisdictions as the managing  underwriters,  if any, or
Holders of a majority of Registrable  Securities may designate)),  (ii) printing
expenses (including,  without limitation,  expenses of printing certificates for
Registrable   Securities  and  of  printing  prospectuses  if  the  printing  of
prospectuses  is  requested  by the  managing  underwriters,  if any,  or by the
holders of a majority of the Registrable Securities included in the Registration
Statement),  (iii)  messenger,  telephone and delivery  expenses,  (iv) fees and
disbursements  of counsel  for the Company , (v) fees and  disbursements  of all
independent  certified public accountants  referred to in Section 3(a)(ii) , and
(vi)  Securities  Act  liability  insurance,  if the  Company  so  desires  such
insurance,  and (vii) fees and  expenses  of all other  Persons  retained by the
Company in connection with the consummation of the transactions  contemplated by
this  Agreement.  In addition,  the Company shall be responsible  for all of its
internal   expenses   incurred  in  connection  with  the  consummation  of  the
transactions contemplated by this Agreement (including,  without limitation, all
salaries  and  expenses  of its  officers  and  employees  performing  legal  or
accounting  duties),  the  expense of any annual  audit,  the fees and  expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange on which similar  securities issued by the Company are then
listed.

                  (b)  Notwithstanding  anything  to the  contrary  herein,  the
Holders  shall  be  responsible  for the  cost  of  underwriting  discounts  and
commissions if any, applicable to the Registrable  Securities,  and the fees and
expenses of its counsel.


                                       11


<PAGE>




         5.       Indemnification

                  (a)  Indemnification  by  the  Company.   The  Company  shall,
notwithstanding termination of this Agreement and without limitation as to time,
indemnify  and hold  harmless  each  Holder,  the  officers,  directors,  agents
(including any underwriters retained by such Holder in connection with the offer
or sale of Registrable Securities),  brokers,  investment advisors and employees
of each of them, each Person who controls any such Holder (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 any  untrue  or  alleged  untrue
statement  of a material  fact  contained  in the  Registration  Statement,  any
Prospectus or any form of  prospectus or in any amendment or supplement  thereto
or in any preliminary prospectus,  or arising out of or relating to any omission
or  alleged  omission  of a  material  fact  required  to be stated  therein  or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in light of the circumstances under which
they were made) not misleading, except solely to the extent that (i) such untrue
statements or omissions are based solely upon information  regarding such Holder
furnished in writing to the Company by or on behalf of such Holder expressly for
use therein,  which  information was relied on by the Company for use therein or
(ii) such information relates to such Holder or such Holder's proposed method of
distribution  of  Registrable  Securities  and was  furnished  in writing to the
Company by or on behalf of such Holder  expressly  for use therein.  The Company
shall notify the Holders promptly of the institution, threat or assertion of any
Proceeding  of which the Company is aware in  connection  with the  transactions
contemplated by this Agreement.

                  (b)   Indemnification  by  Holders.  In  connection  with  the
Registration Statement, each Holder shall furnish to the Company in writing such
information as the Company  reasonably  requests for use in connection  with the
Registration Statement or any Prospectus and agrees,  severally and not jointly,
to indemnify and hold harmless the Company,  their directors,  officers,  agents
and  employees,  each Person who  controls  the  Company  (within the meaning of
Section 15 of the  Securities  Act and Section 20 of the Exchange  Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by  applicable  law,  from and against all Losses (as
determined by a court of competent  jurisdiction in a final judgment not subject
to appeal or  review)  arising  solely  out of or based  solely  upon any untrue
statement  of a material  fact  contained  in the  Registration  Statement,  any
Prospectus,  or any form of prospectus, or arising solely out of or based solely
upon any omission of a material fact required to be stated  therein or necessary
to make the statements  therein not misleading solely to the extent, and only to
the extent,  that (i) such untrue  statement  or  omission is  contained  in any
information  furnished in writing by such Holder to the Company specifically for
inclusion in the Registration  Statement or such Prospectus and such information
was relied  upon by the  Company  for use in the  Registration  Statement,  such
Prospectus or such form of prospectus,  or (ii) such information relates to such
Holder  or  such  Holder's   proposed  method  of  distribution  of  Registrable
Securities and was furnished in writing by or on behalf of such


                                       12


<PAGE>



Holder to the Company  specifically for inclusion in the Registration  Statement
or such  Prospectus and such  information was relied upon by the Company for use
in the Registration  Statement,  such Prospectus or such form of prospectus.  In
addition,  the foregoing  shall not inure to the benefit of any Holder if a copy
of the Prospectus (as then amended or supplemented) was furnished by the Company
to such  Holder and was not sent or given by or on behalf of such Holder to such
Holder's purchaser of Registrable  Securities if required by law to have been so
delivered.

                  (c) 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
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 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.


                                       13


<PAGE>



                  (d) Contribution. If a claim for indemnification under Section
6(a) or 6(b) is unavailable to an Indemnified  Party or is  insufficient to hold
such Indemnified  Party harmless for any Losses in respect of which this Section
would apply by its terms  (other than by reason of  exceptions  provided in this
Section), 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,  (i) 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  from  the  distribution  of  the  Registrable
Securities  or (ii) if the  allocation  provided  by  clause  (i)  above  is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the  Indemnifying  Party and  Indemnified  Party in connection with the
actions,  statements  or omissions  that  resulted in such Losses as well as any
other relevant equitable  considerations.  The relative benefits received by the
Indemnified  Party  and the  Indemnifying  Party,  as the case may be,  shall be
deemed to be in the same  proportion  as the total net proceeds  received by the
Company from the initial sale of the  Registrable  Securities  by the Company to
the Purchasers  pursuant to the Purchase  Agreement and the Warrants bear to the
gain,  if any,  realized by the  selling  Holder  upon the resale  thereof.  The
relative  fault  of such  Indemnifying  Party  and  Indemnified  Party  shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the  limitations  set forth in Section 6(c),  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.

The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 6(d) were  determined by pro rata  allocation or by any
other  method  of  allocation  that  does not take into  account  the  equitable
considerations   referred   to   in   the   immediately   preceding   paragraph.
Notwithstanding  the  provisions  of this Section  6(d),  no Purchaser  shall be
required to contribute,  in the aggregate, any amount in excess of the amount by
which the  proceeds  actually  received by such  Purchaser  from the sale of the
Registrable  Securities  subject  to the  Proceeding  exceeds  the amount of any
damages that such Purchaser has otherwise been required to pay by reason of such
untrue or alleged untrue  statement or omission or alleged  omission.  No Person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Securities  Act) shall be entitled to  contribution  from any Person who was
not guilty of such fraudulent misrepresentation.

         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.

                                       14


<PAGE>

         6.       Rule 144

                  The Company shall file the reports  required to be filed by it
under the  Securities Act and the Exchange Act in a timely manner and, if at any
time the  Company is not  required  to file such  reports,  they will,  upon the
request of any Holder,  make publicly  available  other  information  so long as
necessary  to permit sales of its  securities  pursuant to Rule 144. The Company
further  covenants  that it will take such  further  action  as any  Holder  may
reasonably request,  all to the extent required from time to time to enable such
Holder to sell Registrable  Securities without registration under the Securities
Act within the  limitation  of the  exemptions  provided  by Rule 144.  Upon the
request of any  Holder,  the  Company  shall  deliver  to such  Holder a written
certification  of a duly  authorized  officer as to whether it has complied with
such requirements.

         7.       Miscellaneous

                  (a) Remedies.  In the event of a breach by the Company or by a
Holder,  of any of their  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance  in respect of such breach,  it shall waive the
defense that a remedy at law would be adequate.

                  (b) No  Piggyback  on  Registrations.  Except as  provided  in
Section  4.23 of the  Purchase  Agreement,  neither  the  Company nor any of its
security  holders (other than the Holders in such capacity  pursuant hereto) may
include  securities of the Company in the Registration  Statement other than the
Registrable  Securities,  and the  Company  shall not enter  into any  agreement
providing any such right to any of its security holders.

                  (c) Amendments and Waivers.  This Agreement may be amended and
the Company may take any action  herein  prohibited,  or omit to perform any act
herein  required to be performed by it, only if the Company  shall have obtained
the written consent to such amendment,  action or omission to act, of the Holder
or Holders of the sum of 51% or more of the shares of (i) Registrable Securities
issued at such time, plus (ii) Registrable  Securities issuable upon exercise or
conversion of any Debentures, and Warrants that have not been fully exchanged or
converted  in full as of the date such  consent  is sought.  Each  Holder of any
Registrable  Securities at the time or thereafter  outstanding shall be bound by
any consent  authorized by this Section 10(c),  whether or not such  Registrable
Securities shall have been marked to indicate such consent.

                  (d)  Notices.  Any notice or other  communication  required or
permitted to be given  hereunder shall be in writing and shall be deemed to have
been received (a) upon hand delivery (receipt acknowledged) or delivery by telex
(with correct answer back received),  telecopy or facsimile  (with  transmission
confirmation  report) at the address or 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) or (b) on the second (2nd)  business day following the date of mailing
by express courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:


                                       15


<PAGE>


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

                  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 to the
                                            Purchase Agreement)

                  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 any  other Person who  is then  the  registered  Holder:  to  the
address of such Holder as it appears in the stock transfer books of the Company;

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

                  (e) Successors and Assigns.  This Agreement shall inure to the
benefit of and be binding upon the successors  and permitted  assigns of each of
the parties and shall inure to the benefit of each  Holder.  The Company may not
assign its rights or obligations  hereunder without the prior written consent of
each Holder.

                  (f) Counterparts. This Agreement may be executed in any number
of  counterparts,  each of  which  when so  executed  shall be  deemed  to be an
original  and, all of which taken  together  shall  constitute  one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  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  were the  original
thereof.

                  (g) Governing Law; Submission  to Jurisdiction; Waiver of Jury
Trial.  This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without regard to principles of conflicts of law.
The Company and each Holder (including Warrant



                                       16


<PAGE>



Holders) hereby  irrevocably  submits to the  jurisdiction of any New York state
court sitting in the Borough of Manhattan in the City of New York or any federal
court sitting in the Borough of Manhattan in the City of New York (collectively,
the "New York Courts") in respect of any  Proceeding  arising out of or relating
to this  Agreement,  and  irrevocably  accepts  for itself and in respect of its
property,  generally and  unconditionally,  jurisdiction of the New York Courts.
The Company and each Holder (including  Warrant Holders)  irrevocably  waives to
the fullest extent it may  effectively do so under  applicable law any objection
that it may now or  hereafter  have  to the  laying  of the  venue  of any  such
Proceeding  brought in any New York Court and any claim that any such Proceeding
brought in any New York Court has been brought in an inconvenient forum.

                  (h)  Cumulative Remedies.  The remedies  provided  herein  are
cumulative and not exclusive of any remedies provided by law.

                  (i)  Severability.   If  any  term,  provision,   covenant  or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  reasonable  efforts to find and  employ an  alternative
means to achieve the same or substantially  the same result as that contemplated
by such term,  provision,  covenant or restriction.  It is hereby stipulated and
declared to be the  intention of the parties  that they would have  executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

                  (j) Headings.  The  headings in this Agreement are for conven-
ience of reference only and shall not limit or otherwise affect the meaning
hereof.

                  (k) Shares Held by The Company  and its  Affiliates.  Whenever
the  consent or approval of Holders of a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable Securities held by the Company or
its  Affiliates  (other than a Purchaser or transferees or successors or assigns
thereof if such  Persons are deemed to be  Affiliates  solely by reason of their
holdings of such  Registrable  Securities)  shall not be counted in  determining
whether  such  consent or  approval  was given by the  Holders of such  required
percentage.

                           [ Signature Page Follows ]

                                       17


<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written 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:



                                       18