EXHIBIT 10.4

                               RESELLER AGREEMENT
                               ------------------

                                     between

                         COMPUTER ASSOCIATES PLC ("CA")
                         ------------------------------

   of Computer Associates House, 183/187 Bath Road, Slough, Berkshire, SL1 4AA
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                                       and

                     INVU SERVICES LIMITED (THE "RESELLER")
                     --------------------------------------

            of The Beren, Blisworth Hill Farm, Stoke Road, Blisworth,
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                            Northamptonshire NN7 3DB
                            ------------------------
              with effect from 16 March 1998 (the "Effective Date")
                               -------------

THE PARTIES AGREE AS FOLLOWS:

1. SCOPE AND DEFINITIONS
------------------------

1.1  SCOPE OF AGREEMENT

     This Agreement  provides for the marketing and  distribution by Reseller of
     the CA software products ("Products" as defined below) identified on one or
     more  Commercial  Terms  Schedules  ("Commercial  Terms")  attached to this
     Agreement  or  subsequently  executed  by  both  parties  referencing  this
     Agreement.  The parties may, but shall be under no obligation  to,  execute
     multiple  Commercial  Terms  Schedules to provide for the  distribution  by
     Reseller of more than one line of CA software products.

1.2  DEFINITIONS

     "Demonstration  Software" means the Products used internally by Reseller on
     the computer(s)  listed in the applicable  Schedules(s)  for  demonstration
     purposes.  Demonstration Software includes any Maintenance Releases and New
     Versions thereto provided by CA to Reseller under this Agreement.

     "Documentation" means technical manuals relating to the end use of
     the Products.

     "End User" means a third party licensed to use the Products internally
     and not for redistribution.

     "End User  Agreement"  means  CA's then  standard  form  license  agreement
     pursuant  to which an End User may use a Product  distributed  by  Reseller
     pursuant to this Agreement.

     "First  Level  Support"  means a level of  technical  support that shall be
     substantially  similar to CA's first level support services as described in
     CA's then current Client Support Handbook.

     "Maintenance  Releases" means product temporary fixes,  error  corrections,
     work-arounds or other  maintenance  tapes and corrections made available by
     CA to  supported  End Users of the  Products,  but does not include (i) New
     Versions or (ii) new products available from CA for an additional fee.

     "New Versions" means a new version of the Products  containing new features
     or functions as well as error corrections.



**  [Confidential  Treatment]  indicates  portions  of this  document  have been
deleted from this document and have been  separately  filed with the  Securities
and Exchange Commission.


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     "Operating  Environments"  means the hardware platform and operating system
     combinations that correspond to specific versions of the Products generally
     available from CA.

     "Products" means all or any portion of the software  products  specified in
     the Commercial Terms on the Operating Environments specified, together with
     related  Documentation  and all corrections,  Maintenance  Releases and New
     Versions thereof. If more than one Commercial Terms Schedule is executed by
     the parties referencing this Agreement, "Products" shall refer collectively
     to the software products listed in all Commercial Terms Schedules.

     "Second Level Support" means technical support for the Products provided by
     CA to Reseller as set forth in Section 4.2 of this Agreement.

     "Target Market" means the United Kingdom and the Republic of
     Ireland.

     "Term" means the period set forth in Section 6.1 of this Agreement.

     "Upgrade" means any change in the usage of the Products including,  without
     limitation,  the  transfer of  Products to a computer in a higher  price as
     determined in accordance with CA's then current price list.

2. APPOINTMENT AND GRANT OF LICENSES
------------------------------------

2.1  APPOINTMENT

     During the Term and subject to the terms and conditions of this  Agreement,
     CA  hereby  grants  to  Reseller,   and  Reseller   hereby   accepts,   the
     non-exclusive  right and license to distribute the Products to End Users in
     the European Community. The Products shall be distributed by Reseller under
     CA's trademarks and in the same packaging as supplied by CA to Reseller. CA
     reserves the right to  establish or appoint any number of other  resellers,
     private labellers,  distributors, dealers or third parties, in any area for
     any purpose and the right to otherwise  grant licenses to use the Products,
     directly or indirectly,  to end users.  CA reserves the right to review and
     update the Products  subject to this Agreement and the supported  Operating
     Environments at any time upon 30 days notice to Reseller.


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2.2  DEMONSTRATION LICENSES

     Reseller may acquire  Demonstration  Software in accordance  with the terms
     and conditions set forth in the  Commercial  Terms.  Reseller must complete
     CA's then  standard  Schedule and deliver such Schedule to CA for each copy
     of the  Demonstration  Software  acquired by Reseller under this Agreement.
     Demonstration  Software may not be used by Reseller for production purposes
     or transferred or sub-licensed to any third party.

2.3  DISTRIBUTION LIMITATIONS

     a) Reseller  shall not have any right to establish or appoint any resellers
     or dealers of the  Products.  Except as agreed by CA in  writing,  Reseller
     shall not allow any third party to sub-license,  copy, assign,  transfer or
     distribute the Products.

     b) Save as explicitly  permitted by applicable  legislation,  and except as
     specifically permitted in this Agreement,  Reseller shall not (nor shall it
     permit any third party to):

         (i) copy or manufacture  the Products or any portion thereof save where
         the Products are sub-licensed pursuant to Clause 3.2(b);

         (ii) translate, modify, adapt, enhance, extend, decompile, dissemble or
         reverse engineer the Products; or

         (iii) use the  Products to provide any  facility  management  or bureau
         service or otherwise  use the Products to process the data of any third
         party.

     Reseller may provide other  software  products and services in  combination
     with the  products,  provided  that save where the Product is  sub-licensed
     pursuant to Clause  3.2(b),  no non-CA  products shall be placed on Product
     diskettes,  tapes or other  media.  The  documentation  for any such non-CA
     products may not be included in the Documentation of the Products.

     c) Reseller agrees not to export or disclose,  directly or indirectly,  the
     Products or related  technical  information,  or  materials  (or any direct
     product  thereof) without the prior written  consent,  if required,  of the
     Office of Export Administration of the US Department of Commerce.  Reseller
     agrees to comply with any other applicable export laws and regulations.

     d) Reseller agrees not to specifically direct its marketing and advertising
     activity in connection with the Products outside of the Target Market.

3. OBLIGATIONS OF THE RESELLER
------------------------------

3.1  MARKETING

     Reseller shall use reasonable efforts to actively promote the Products, and
     shall maintain the formal name of the Products (with appropriate  trademark
     designations)  in all advertising and other printed  materials  relating to
     the Products. CA reserves the right to require Reseller to furnish to CA in
     advance for review and approval any and all  promotional,  advertising  and
     other  materials  which  refer to the  Products or which use or display any
     trademark,  service  mark,  logo or trade name of CA. CA also  reserves the
     right  to  require   Reseller  to  discontinue  use  of  any   promotional,
     advertising or other materials referring to CA or the Products.

3.2  END USER AGREEMENTS

     a) Save as  provided  for in 3.2 b) below,  Reseller  shall not deliver any
     Product to any End User without the concurrent delivery of:

         (i) the then current End User Agreement for the Product

         (ii) CA's then current registration form for the Product.

     The current versions of the End User Agreement and  registration  form have
     been provided by CA to Reseller.  Reseller shall promptly  notify CA of any
     and all material breaches of the End User Agreement that may or should come
     to its attention and will assist CA in all steps necessary to terminate any
     breached  license  if the  breach  is  not  curable  or if it is not  cured
     promptly after notice.

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<PAGE>

     b) Where the  Products  are to be supplied to an End User in embedded  form
     integrated  into an  application  not  proprietary  to CA then Reseller may
     sub-license  the  Products  pursuant  to a  written  sub-license  agreement
     containing provisions that; (i) prohibit title to the Products from passing
     to the End User; (ii) license only object code to the End User and prohibit
     reverse  engineering,  disassembly  or  decompilation  except to the extent
     permitted by applicable law; (iii) prohibit  transfer or duplication of the
     Products  except for temporary  transfer in the event of CPU malfunction or
     the making of back-up copies to the minimum amount  permitted by applicable
     law; (iv) prohibit use of the Products outside the scope of the application
     within which it is embedded, or for application  development purposes;  (v)
     limit use of the Products to the End User's internal  business purposes and
     prohibit sub-licensing, timesharing, rental, facility management or service
     bureau usage of the Products;  (vi) include  appropriate  terms restricting
     the licensed  computers and maximum  number of Users to those  specified in
     the  applicable  order form;  (vii) disclaim CA's liability for all direct,
     indirect,  incidental or consequential damages; (viii) require the End User
     to  discontinue  use and  destroy or return all copies of the  Products  on
     termination  of the  sub-license  agreement;  (ix) restrict  publication of
     distribution  results of any benchmark  tests run on the Products;  and (x)
     permit Reseller to comply with all other requirements of this Agreement.

3.3  ORDERS

     a) Prior to distributing any Products to any End User, Reseller shall place
     an order with CA on CA's then standard form. Reseller shall provide CA with
     such  information  as CA may  require  about  how a  prospective  End  User
     proposes  to use the  Products,  including  but not  limited  to, the power
     rating of the  CPU(s) on which the  Products  will be  operated,  the make,
     model  and  serial  number of the CPU on which  the  Products  will be used
     and/or the  number and type of  authorized  users on such  forms.  Reseller
     shall not  deliver  the  Products to any End User unless the version of the
     Products  delivered has been  authorized by CA for the Usage  identified by
     the End User. Reseller understands and agrees that CA may delay or withhold
     issue of  authorization  keys for the Products in the event Reseller or its
     End  User  fails  to  provide  the  necessary   information  to  issue  the
     authorization  key. No provisions in Reseller's  purchase  orders,  license
     agreements or in any other business forms employed by Reseller shall add to
     or  supersede  the terms and  conditions  of this  Agreement,  which  shall
     exclusively govern the relationship of the parties.

     b) All orders for the  Products  (or any  Upgrade)  shall be  pursuant to a
     written  request on CA's standard  form, and subject to acceptance by CA at
     its principal place of business.  In addition to any other right or remedy,
     CA may,  at its option,  refuse any order  placed by  Reseller,  cancel any
     accepted order or delay shipment thereof,  if Reseller is delinquent in any
     payments to CA or if Reseller is otherwise in breach of this Agreement.  CA
     reserves the right to issue only temporary authorization keys until payment
     for the license has been received.

     c) Upon receipt of orders from Reseller  that comply with all  requirements
     of this Agreement,  CA will,  unless Reseller is delinquent in its payments
     or in breach of its agreements with CA, make reasonable efforts to fill all
     orders for the Products and issue associated authorization keys to Reseller
     or its End Users. CA shall not be liable to Reseller, or to any person, for
     CA's  failure to fill any orders,  or for any delay in delivery or error in
     filing any orders for any reason whatsoever. CA shall have no obligation to
     export any Products from the United Kingdom or Republic of Ireland.

     d) For the  avoidance of doubt,  any supply of the Products to an End User,
     regardless of any existing  license held by such End User, shall be subject
     to the prior supply of the Products  from CA and payment of the  associated
     fees.

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3.4  REPRESENTATIONS

     Reseller shall not make

         (i) any representation or warranty whatsoever on behalf of CA;

         (ii) any representation or warranty concerning the quality, performance
         or other  characteristics  of the  Products  other than those which are
         consistent  in all respects  with,  and do not expand the scope of, the
         warranties set forth in this Agreement; or

         (iii) any commitment to modify any of the Products.

4.  CUSTOMER SUPPORT AND UPDATES
--------------------------------

4.1  RESELLER FIRST LEVEL SUPPORT

     If Reseller is authorized by CA (in the Commercial  Terms) to provide First
     Level  Support for all or any of the Products,  Reseller  shall ensure that
     the number of employees  specified  in the  Commercial  Terms  complete the
     required   minimum   training  for  each  of  the  Products  and  Operating
     Environments  as necessary to be certified by CA as an authorized  provider
     of First Level Support Services.  If Reseller provides First Level Support,
     it  shall  provide  First  Level  Support  substantially  similar  to  that
     described  in CA's Client  Support  Handbook.  CA may  provide  First Level
     Support and other  support  services  directly to End Users,  but shall not
     have  any  obligation  to do so  unless  the End User  has  entered  into a
     maintenance  agreement  directly  with CA. If CA  directly  supports an End
     User, CA shall be entitled to retain the full amount of maintenance revenue
     received from such End User.

4.2  SECOND LEVEL SUPPORT

     CA shall provide  Reseller with Second Level  Support (in  accordance  with
     CA's then  current  Support  Handbook)  for Products  properly  licensed to
     Reseller's End Users  purchasing First Level Support Services from Reseller
     for the fees set forth in the  Commercial  Terms and provided that Reseller
     follows the following procedures:

         a)  Qualified,  trained  Reseller  technical  staff  shall  review  all
         reported  errors to determine if the error occurs in the Products or in
         other  hardware or software  products  not  supplied by CA. If Reseller
         determines  that the error  occurs in the  Products,  Reseller may then
         submit the error to CA; and

         b) Reseller shall submit detailed  descriptions of any reported errors.
         If CA is not able to replicate  the error,  Reseller  shall provide any
         additional  information  required  by CA  (which  may  include a sample
         program enabling replication of the error). Reseller will also make its
         personnel available to assist in problem identification and resolution;
         and

         c) CA shall provide Reseller with  Maintenance  Releases made generally
         available by CA during the Term of this  Agreement.  Reseller  shall be
         responsible for distributing Maintenance Releases to End Users only for
         computers properly licensed and under a current support contract; and

         d) CA may provide  Reseller with New Versions made generally  available
         by CA during the Term of this Agreement on the terms and conditions set
         forth in the  Commercial  Terms.  Reseller may  distribute new Versions
         only to End Users.

5.  LICENSE AND UPGRADE FEES
----------------------------

5.1  LICENSE FEES

     The price  charged by CA to Reseller for licenses of the Products  acquired
     by  Reseller  from CA  during  the Term  shall be the  then  prevailing  CA
     suggested list price for the version of the Product (or Upgrade) ordered by
     Reseller, less the discount then available to Reseller under the Commercial
     Terms. Alternatively, Reseller may elect to acquire Product licenses from a
     distributor  of the Products that is  authorized  by CA to  distribute  the
     Products to CA Resellers ("Authorized Distributor").  If Reseller elects to
     purchase  Product  licenses  from an  Authorized  Distributor,  the prices,
     payment  and  shipment  terms and other  commercial  terms  shall be agreed
     between  Reseller  and the  Authorized  Distributor.  The price  payable by
     Reseller (for licenses  purchased from CA) includes delivery charges within
     the United Kingdom or Republic of Ireland.


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5.2  SUPPORT FEES

     Reseller shall pay the applicable  fees for Second Level Support and/or New
     Versions as set forth in the Commercial Terms.

5.3  UPGRADE FEES

     For each Upgrade sold by Reseller, Reseller shall order the Upgrade from CA
     and pay the Upgrade fee set forth in the Commercial Terms.

5.4  PROGRAM FEES

     Reseller  agrees to pay the program fees set forth in the Commercial  Terms
     as well as any fees due to CA under  the  Commercial  Terms  for  training,
     education and other services provided by CA to Reseller.

6.  GENERAL TERMS AND CONDITIONS
--------------------------------

6.1  TERM OF AGREEMENT

     "Term"  shall mean the  Initial  Period  together  with any agreed  renewal
     periods.  The  Initial  Period  of this  Agreement  shall  commence  on the
     Effective Date and shall continue for a period of  ____________  (12 months
     if left blank) from such date,  unless  sooner  terminated  as  hereinafter
     provided.  After the Initial  Period,  this  Agreement may be renewed on an
     annual basis if mutually agreed by both parties in writing prior to the end
     of the Initial  Period and subject to Reseller's  payment of the applicable
     renewal fees set forth in the Commercial Terms.

6.2  RECORDS AND REPORTS

     During  the  Term  and  for a  period  of at  least  five  years  following
     termination of this Agreement,  Reseller shall keep full, true and accurate
     records and  accounts in  accordance  with  generally  accepted  accounting
     practices  to show the amount of license  and  support  fees  payable to CA
     under this  Agreement.  These  records and  accounts  shall  include,  at a
     minimum, for each Product distributed:

         (i) the End User name and address and company registration
         number;

         (ii) the date of shipment,  Products shipped and brand and model of the
         licensed computer;

         (iii) the number of users licensed;

         (iv) a copy of each End User order; and

         (v) records  concerning  Product support  provided to End Users and the
         terms of such support contracts.

     CA shall have the right, on notice to Reseller,  to examine such records or
     to have such records examined by CA's designated  accountants during normal
     business hours to determine  Reseller's  compliance  with the terms of this
     Agreement.  CA shall bear the expenses of the audit;  however, in the event
     any such audit  reveals that  Reseller has  understated  the amount of fees
     that it is obligated to pay under this  Agreement by more than five percent
     (5%) of the amount reported during the period audited.  Reseller shall pay,
     in addition  to any other fees  contractually  due,  all  reasonable  costs
     associated  with the audit.  Such audit right shall survive the termination
     of this Agreement for a period of five years.

6.3  PAYMENTS

     a) Terms of payment on all invoices  from CA shall be net thirty (30) days.
     All payments  shall be made to CA's  address for payment  indicated on CA's
     invoice to Reseller  or such other  address as advised by CA on at least 10
     days  written  notice.  If any  payment due under this  agreement  shall be
     overdue,  without  prejudice to any other rights of CA  (including  without
     limitation,  the suspension of support services) CA shall have the right to
     charge and the Reseller hereby

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     agrees to promptly pay interest on such sums against CA's invoice(s) at the
     rate of 2% per month (or part thereof)  compounded  for the entire  overdue
     period, after, as well as before any judgment.

     b) All prices  listed in the  Commercial  Terms are exclusive of all taxes,
     including  sales,  use  or  value  added  taxes  where   applicable.   Upon
     presentation  of invoices by CA,  Reseller shall pay any and all applicable
     tariffs,  duties or taxes (other than  franchise and income taxes for which
     CA is  responsible)  imposed or levied by any  government  or  agency.  Any
     claimed  exemption from such tariffs,  duties or taxes must be supported by
     proper documentary evidence delivered to CA.

6.4  PROPRIETARY INFORMATION AND NON-DISCLOSURE

     a) CA (or its licensors)  retains  ownership of all  intellectual  property
     rights  (including  patents,  copyrights and trademarks) in and relating to
     the  Products.  The  Products,  the  Documentation  and  other  proprietary
     information  provided by CA to Reseller  hereunder  contain and  constitute
     trade secrets,  information and data  proprietary to and copyrighted by CA.
     Neither  Reseller or its employees shall cause or allow such information or
     data to be disclosed  to third  parties or  duplicated  except as expressly
     allowed in this Agreement. Any customizations,  enhancements, improvements,
     translations,  derivative works or other modifications of the Products made
     by  Reseller  shall  belong to CA and CA shall  have all  right,  title and
     intellectual property interest to such work. CA shall have no obligation to
     support  any  customizations,  extensions  or  modifications  made  to  the
     Products by any third party unless otherwise agreed by CA in writing.

     b) Reseller acknowledges and agrees that the unauthorized  disclosure,  use
     or  copying  of  the  Products  may  cause  CA  serious   financial   loss.
     Accordingly, in the event of any unauthorized disclosure, use or copying of
     the  Products,  Reseller  agrees  that CA shall  have the  right to  obtain
     injunctive or other equitable relief.

     c) Reseller may use the  trademarks,  trade names,  service marks and logos
     that relate to CA or the Product (the "Marks")  solely in  connection  with
     this Agreement  provided that Reseller clearly identifies CA's ownership of
     such Marks. The Marks remain the exclusive property of CA and Reseller will
     not register the Marks or take any action that jeopardizes CA's proprietary
     rights in the Marks.  Reseller  agrees to cooperate with CA's  instructions
     and quality control procedures relating to the Marks and shall only use the
     Marks in  unaltered  form.  CA  reserves  the right to require  Reseller to
     discontinue use of any advertising or marketing  materials  relating to CA,
     the Marks or the products.

6.5  LIMITED WARRANTY

     a) Both  parties  represent  and warrant  that they have the right to enter
     into this Agreement. CA warrants that the then current,  unmodified version
     of the  Products  will  substantially  perform the  functions  or generally
     conform to the then current version of their published Documentation. If it
     is  determined  that the  Products do not perform as  warranted,  CA's only
     responsibility will be to use reasonable efforts,  consistent with industry
     standards,  to cure the defect. CA does not represent that the Products are
     error  free  or  will  satisfy  all  of   Reseller's   or  its  End  User's
     requirements.  THIS  WARRANTY  IS IN LIEU OF ALL OTHER  WARRANTIES.  TO THE
     MAXIMUM  EXTENT  PERMITTED  UNDER  APPLICABLE  LAW,  ALL OTHER  WARRANTIES,
     CONDITIONS  AND  REPRESENTATIONS,   WHETHER  EXPRESS  OR  IMPLIED,  VERBAL,
     STATUTORY  OR  OTHERWISE,  AND  WHETHER  ARISING  UNDER THIS  AGREEMENT  OR
     OTHERWISE ARE HEREBY EXCLUDED,  INCLUDING,  BUT NOT LIMITED TO, ANY IMPLIED
     WARRANTIES  OR  CONDITIONS  OF  QUALITY,  MERCHANTABILITY  OR FITNESS FOR A
     PARTICULAR   PURPOSE.   CA  SHALL  NOT  BE  BOUND  BY  OR  LIABLE  FOR  ANY
     REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR ORAL, WITH RESPECT TO THE
     PRODUCTS MADE BY RESELLER OR ITS AGENTS, EMPLOYEES OR REPRESENTATIVES.

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     b) Except for the  Indemnification  set forth  below in Section  6.6,  CA's
     maximum liability for damages under this Agreement  (regardless of the form
     of action, whether in contract or tort) shall not exceed the amount paid by
     Reseller to CA for the Products or services as to which the claim relates.

     c) IN NO EVENT SHALL CA BE LIABLE TO RESELLER OR ANY OTHER  PARTY,  WHETHER
     IN CONTRACT OR TORT, FOR ANY  INCIDENTAL,  DIRECT,  INDIRECT,  SPECIAL,  OR
     CONSEQUENTIAL  LOSS OR  DAMAGES  (INCLUDING,  WITHOUT  LIMITATION,  LOSS OF
     PROFITS,  REVENUE  OR DATA),  THAT MAY  ARISE  FROM THE USE,  OPERATION  OR
     MODIFICATION  OF THE PRODUCT,  EVEN IF ADVISED OF THE  POSSIBILITY  OF SUCH
     LOSS OR DAMAGES BEING INCURRED.

     d) The foregoing  limitations on liability shall not apply to any liability
     for damages  arising from death or personal  injury to the extent that such
     is due to the negligence of CA, its employees or authorized agents.

6.6  INDEMNIFICATION

     a) CA, at its expense,  shall defend any action brought against Reseller to
     the extent that it is based on a claim that any  Product  infringes a third
     party's copyright or a patent duly issued in the United Kingdom or Republic
     of  Ireland.  CA shall pay all damages and costs  finally  awarded  against
     Reseller  in such  action,  provided  that CA is notified in writing of the
     existence  of  such  claim  against  Reseller  within  seven  (7)  days  of
     Reseller's  first  learning of the same; and provided that CA is given full
     authority to control the  defense,  costs and  settlement  of the claim and
     that CA receives reasonable  co-operation and assistance from Reseller.  CA
     will not be  obliged  to  defend or  otherwise  indemnify  Reseller  in any
     lawsuit or as to any claim which arises from or relates to any  combination
     of the Product with another product not supplied by CA, or if such claim is
     based upon a use of the Product for a purpose for which is was not designed
     or if the Product has been  modified by any party other than CA. In lieu of
     the foregoing indemnification  obligations, CA shall have the operation, at
     its expense,  either to procure for an End User the right to continue using
     the  Product or to  replace  or modify the  Product so that it is no longer
     infringing,  or, if such options are not reasonably available, to refund to
     Reseller the amount  actually  paid by Reseller to CA for the Product.  The
     foregoing  states  the  entire   obligation  of  CA  with  respect  to  the
     infringement of intellectual property rights of any third party.

     b)  Reseller  shall  indemnify  and hold CA  harmless  from and against all
     claims,  judgments,   awards,  costs,  expenses,  damages  and  liabilities
     (including  reasonable  attorneys' fees) of whatsoever kind and nature that
     may be  asserted,  granted or imposed  against CA  directly  or  indirectly
     arising from or in connection with

         (i) any claims that any software  supplied by Reseller  (other than any
         unmodified   Products   provided  by  CA)  infringes  any  third  party
         intellectual property rights;

         (ii)  any  misrepresentation  made  by  Reseller  regarding  CA or  the
         Products; and

         (iii) any warranty, condition,  representation,  guarantee or indemnity
         granted by  Reseller  with  respect to the  Products in addition to the
         limited warranty  specified in the Section 6.5 of this Agreement titled
         "Limited Warranty."

6.7  DEFAULT AND TERMINATION

     a) If this  Agreement  expires or is terminated  by either  party,  for any
     reason, Reseller will immediately pay all sums due and owing to CA.

     b) Either party may terminate this  Agreement,  with or without  cause,  on
     thirty (30) days written notice to the other party.

     c) If  Reseller  fails to pay any sum of money  due and  owing  under  this
     Agreement  within ten (10) days of written notice thereof from CA, CA shall
     have the right to terminate this Agreement without further

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     notice to Reseller.  If either party breaches any of the terms,  conditions
     or  provisions  of this  Agreement,  and fails to cure such  breach  within
     thirty (30) days after written notice  thereof,  the other party shall have
     the right to terminate this Agreement without any further notice.

     d) This Agreement may be immediately terminated by CA if:

         (i) Reseller violates any of the conditions of Section 6.4;

         (ii) Reseller shall cease business,  commence bankruptcy proceedings or
         have bankruptcy  proceedings commenced against it, be adjudged bankrupt
         or insolvent or commit any other act of bankruptcy;

         (iii)  there is a sale or  transfer,  whether  by  operation  of law or
         otherwise, of the direct or indirect control of Reseller; or

         (iv) there is an attempt by Reseller to assign  this  Agreement  or any
         right or obligation hereunder without CA's prior written consent.

     e) In the  event  of a  party's  uncured  breach  of  this  Agreement,  the
     nonbreaching   party  may,  in  addition  to  the  right  to  withhold  its
     performance  under and/or  terminate  this  Agreement,  avail itself of all
     other rights,  remedies and causes of action available at law, in equity or
     otherwise,  against  such  party for  damages  as a result of such  breach.
     Unless otherwise  provided in this Agreement,  remedies shall be cumulative
     and there shall be no obligation to exercise a particular remedy.

     f)  Except  as set  forth  below in  Section  6.7(g),  upon  expiration  or
     termination of this Agreement,  Reseller shall immediately return to CA, at
     Reseller's  expense,  all copies of the  Product not yet  distributed,  all
     demonstration  copies of the  Product,  all  Documentation  and all Product
     brochures,  marketing  collateral and materials,  together with a certified
     statement by a duly  authorized  officer of Reseller  stating that all such
     Products and materials and any other  confidential  information  of CA have
     been returned to CA.

     g)  In  the  event  of  any  termination  of  this  Agreement  (other  than
     termination  by CA under Sections  6.7(c) or (d) above),  Reseller shall be
     entitled to:

         (i) retain one  Development  Software  license  solely for  purposes of
         providing  support to End Users for the  remainder  of any then current
         support contracts; and

         (ii) to  distribute,  for a period not to exceed ninety (90) days,  any
         Products  already  paid  for  and  held  in  its  inventory  as of  the
         termination date,  subject to its continuing  compliance with all terms
         of this Agreement,  including,  but not limited, to the requirements of
         Section 3.

     h) Any expiration or  termination  of this  Agreement  shall not prejudice,
     limit or  restrict  any other  rights  or  remedies  either  party may have
     arising  prior  to such  expiration  or  termination.  CA shall be under no
     obligation   to  refund  any  amounts  paid  to  CA  by  Reseller  for  any
     undistributed copies of the Product held by Reseller upon any expiration or
     termination of this Agreement,  including, without limitation any copies of
     the Product  returned by Reseller to CA pursuant to Section  6.7(f)  above,
     except in the event that CA terminates  this Agreement  without cause under
     Section 6.7(b).

     i) In addition to this Section 6.7, Sections 6.4, 6.5 and 6.6 shall survive
     termination of this Agreement.

6.8  MISCELLANEOUS

a) This Agreement shall be governed and construed in accordance with English Law
and the Reseller  hereby  submits to the exclusive  jurisdiction  of the English
Courts in connection with the  determination  of all disputes arising under this
Agreement.

b) Each provision of this Agreement is severable from the entire Agreement,  and
in the event that any  provision  is  declared  invalid or  unenforceable,  that


                                       9
<PAGE>


provision shall be amended if possible to be enforceable,  but in any event, the
remaining provisions hereof shall remain in effect.

c) All  notices  and  demands  of any kind or  nature  which  any  party to this
Agreement  may be required  or may desire to serve upon any other in  connection
with this Agreement shall be in writing to the addresses shown on page 1 of this
Agreement.  Any party hereto may from time to time, by notice in writing  served
upon the other parties as aforesaid,  designate a different mailing address or a
different  person to which  following such service all further notice or demands
are thereafter to be addressed.

d) The parties shall be deemed for all purposes to be  independent  contractors.
This  Agreement  shall not  constitute  either party to be the  employee,  legal
representative  or agent of the other,  nor shall either party have the right or
authority to assume,  create,  or incur any  liability or any  obligation of any
kind,  express or  implied,  against or in the name of or on behalf of the other
party.

e) No waiver by either  party of any  default  shall  operate as a waiver of any
other  default or of a similar  default on a future  occasion.  No waiver of any
term or condition  shall be effective  unless in writing and signed by the party
against  whom  enforcement  of the  waiver is  sought.  Neither  party  shall be
responsible  for any  failure  to perform  any  obligation  hereunder  (except a
failure to pay) due to causes beyond its reasonable control.

f) This Agreement  (including any attached  Exhibits and  subsequently  executed
Commercial  Terms  Schedules  referencing  this  document)  is the  complete and
exclusive statement of the understanding  between the parties and supersedes all
prior agreements and representations between them relating to the subject matter
of this Agreement.  The following order of precedence shall control in the event
of a conflict  between the terms and  conditions of this Agreement and the terms
and conditions of any Commercial Terms Schedule:

     (i) the Commercial Terms Schedule for the applicable produce; and

     (ii) the terms of this Agreement.

Amendments to this Agreement  shall not be effective  unless they are in writing
and signed by authorized  representatives of both parties.  The Reseller may not
assign this Agreement or any of its rights,  interest or obligations  hereunder.
CA may assign or charge all or any of its rights,  or interests  or  obligations
under this  Agreement to any third party,  provided that the  obligations  of CA
under  this  Agreement  continue  to be  carried  out either by CA or such third
party.


                                       10

<PAGE>




ON BEHALF OF THE RESELLER:                 ON BEHALF OF COMPUTER ASSOCIATES PLC:

Signed:   /s/ David Morgan                 Signed:     /s/ Mark Marrow

Name:     David Morgan                     Name:       Mark Marrow

Title:    Chief Executive                  Title:      Senior Vice President

Date:     25/3/98                          Date:       3/26/98


                                       11


<PAGE>



                             COMPUTER ASSOCIATES PLC
--------------------------------------------------------------------------------
                       COMMERCIAL TERMS SCHEDULE (JASMINE)

This Commercial Terms Schedule,  effective  16/03/1998 (the "Effective Date") is
attached and  incorporated  by reference  into Reseller  Agreement  No.  R102641
between CA and Reseller.  Capitalized terms not defined in this Commercial Terms
Schedule shall have the same meaning as in the Reseller Agreement.

1.  PRODUCTS AND OPERATING ENVIRONMENTS
---------------------------------------
The Products are CA-Jasmine and shall include only object code software products
generally  available from CA on the Operating  Environments  supported by CA and
shall not include beta,  pre-release or other special release products. No right
to use or  distribute  the source code version of the Products or any  mainframe
versions  thereof is  granted  by CA to  Reseller  under  this  Schedule.  Where
Reseller  distributes and supports runtime Products  incorporated  within or for
use  with an  application,  the  application  name and  description  shall be as
follows:

--------------------------------------------------------------------------------
2.  BUSINESS PARTNER PROGRAMME FEES
-----------------------------------

A. Upon executive of this Schedule, Reseller agrees to pay CA an initial program
fee of  (pound)**[Confidential  Treatment  Requested]  for any  entry  into  the
Business  Partner  Programme (the "BPP") at the Gold Programme level which shall
entitle Reseller to receive:
1. **[Confidential Treatment Requested] Demonstration Software license(s) (on if
not specified) for the Products and additional  Demonstration  Software licenses
upon  completion  by Reseller  sales and  technical  staff of the  Accreditation
Program as set forth below; and
2. Sales and marketing  training at a CA training  facility as then specified by
CA's training services department.
3. Technical training at a CA training facility as then specified.
B. Upon any renewal of this Schedule,  the then current annual renewal fee shall
be  payable  by  Reseller  to CA which  covers  availability  of annual  Support
Services from CA for Reseller's Demonstration Software licenses and New Versions
of the Demonstration Software made generally available by CA during the Term.
C.  Reseller  shall bear its own travel and  subsistence  expenses in connection
with all such training.
3. PRODUCT PRICES
-----------------
A. The price  charged  by CA to  Reseller  for the  Products  shall be CA's then
prevailing  suggested  list price for the version of the  Products  (or Upgrade)
ordered by Reseller,  less a discount of:  **[Confidential  Treatment Requested]
percent.
B. New Versions of the Products  generally  available  from CA are  available as
part of the Support Services available from CA to Reseller or its End User.
C. First Level Support  Services for the Products  shall be provided by Reseller
to End Users. CA shall make available to Reseller Second Level Support  Services
for which  Reseller  shall pay to CA an annual  Second Level Support Fee per End
User of **[Confidential Treatment Requested]% of CA's then prevailing list price
for the version of the  Products.  On each  anniversary  of the  Effective  Date
hereof, or upon request, Reseller shall report the Second Level Support Fees due
to CA using CA's then current form. Such fees shall be due upon report. CA shall
have no obligation to provide  support for Products that are modified or altered
by any party other than CA.
4. TRAINING AND CERTIFICATION REQUIREMENTS
------------------------------------------
Reseller  acknowledges that proper usage, sales and marketing of the Products is
largely  dependent on  appropriate  training of  Reseller's  sales and technical
staff.  Reseller agrees to implement the minimum  training  requirements as then
defined by CA's  training  services  department to ensure  sufficient  technical
knowledge of the Products by its staff.
A. Initial  Accreditation  requires  Reseller to complete the following:  (1) At
least one employee  must attend the then  specified  Product sales and marketing
training,   and  (2)  upon  completion  of  such  training,  the  employee  must
successfully  complete the applicable  Accreditation  Test (for the then current
testing fee).
B. In the event that trained  staff are  reassigned to other duties or leave the
employ of Reseller, Reseller shall promptly cause other employees to undergo the
necessary minimum training programs.
5. END USER LICENSING
---------------------
Save as provided for by clause 3.2(b) of the Reseller Agreement, for any and all
Products not packaged by CA with a shrink-wrap license agreement, Reseller shall
require the End User to enter into CA's standard end user license  agreement and
schedule prior to supply of any Products to the End User.  Reseller shall ensure
that all End Users are properly licensed by either shrink-wrap or signed license
agreement as set forth in this  Schedule.  Reseller is not appointed as an agent
of CA and is not  authorized to make any contracts or  commitments  on behalf of
CA.

ON BEHALF OF INVU SERVICE LIMITED:         ON BEHALF OF COMPUTER ASSOCIATES PLC:


Signed:  /s/ David Morgan                  Signed:  /s/ Mark Marrow
         ---------------------------                ----------------------------

Name:    David Morgan                      Name:    Mark Marrow
         ---------------------------                ----------------------------

Title:   Chief Executive                   Title:   Senior Vice President
         ---------------------------                ----------------------------

Date:    25/3/98                           Date:    3/26/98
         ---------------------------                ----------------------------



<PAGE>



                             COMPUTER ASSOCIATES PLC
--------------------------------------------------------------------------------
                       COMMERCIAL TERMS SCHEDULE (CA-INGRES)

This Commercial Terms Schedule,  effective  16/03/1998 (the "Effective Date") is
attached and  incorporated  by reference  into Reseller  Agreement  No.  R102641
between CA and Reseller.  Capitalized terms not defined in this Commercial Terms
Schedule shall have the same meaning as in the Reseller Agreement.

1.  PRODUCTS AND OPERATING ENVIRONMENTS
---------------------------------------
The Products are CA-Ingres and shall include only object code software  products
generally  available from CA on the Operating  Environments  supported by CA and
shall not include beta,  pre-release or other special release products. No right
to use or  distribute  the source code version of the Products or any  mainframe
versions  thereof is  granted  by CA to  Reseller  under  this  Schedule.  Where
Reseller  distributes and supports runtime Products  incorporated  within or for
use  with an  application,  the  application  name and  description  shall be as
follows:

--------------------------------------------------------------------------------
2.  BUSINESS PARTNER PROGRAMME FEES
-----------------------------------

A. Upon executive of this Schedule, Reseller agrees to pay CA an initial program
fee of  (pound)  **[Confidential  Treatment  Requested]  for any entry  into the
Business  Partner  Programme (the "BPP") at the Gold Programme level which shall
entitle Reseller to receive:
1. **[Confidential Treatment Requested] Demonstration Software license(s) (on if
not specified) for the Products and additional  Demonstration  Software licenses
upon  completion  by Reseller  sales and  technical  staff of the  Accreditation
Program as set forth below; and
2. Sales and marketing  training at a CA training  facility as then specified by
CA's training services department.
3. Technical training at a CA training facility as then specified.
B. Upon any renewal of this Schedule,  the then current annual renewal fee shall
be  payable  by  Reseller  to CA which  covers  availability  of annual  Support
Services from CA for Reseller's Demonstration Software licenses and New Versions
of the Demonstration Software made generally available by CA during the Term.
C.  Reseller  shall bear its own travel and  subsistence  expenses in connection
with all such training.
3. PRODUCT PRICES
-----------------
A. The price  charged  by CA to  Reseller  for the  Products  shall be CA's then
prevailing  suggested  list price for the version of the  Products  (or Upgrade)
ordered by Reseller,  less a discount of:  **[Confidential  Treatment Requested]
percent.
B. New Versions of the Products  generally  available  from CA are  available as
part of the Support Services available from CA to Reseller or its End User.
C. First Level Support  Services for the Products  shall be provided by Reseller
to End Users. CA shall make available to Reseller Second Level Support  Services
for which  Reseller  shall pay to CA an annual  Second Level Support Fee per End
User of **[Confidential Treatment Requested]% of CA's then prevailing list price
for the version of the  Products.  On each  anniversary  of the  Effective  Date
hereof, or upon request, Reseller shall report the Second Level Support Fees due
to CA using CA's then current form. Such fees shall be due upon report. CA shall
have no obligation to provide  support for Products that are modified or altered
by any party other than CA.
4. TRAINING AND CERTIFICATION REQUIREMENTS
------------------------------------------
Reseller  acknowledges that proper usage, sales and marketing of the Products is
largely  dependent on  appropriate  training of  Reseller's  sales and technical
staff.  Reseller agrees to implement the minimum  training  requirements as then
defined by CA's  training  services  department to ensure  sufficient  technical
knowledge of the Products by its staff.
A. Initial  Accreditation  requires  Reseller to complete the following:  (1) At
least one employee  must attend the then  specified  Product sales and marketing
training,   and  (2)  upon  completion  of  such  training,  the  employee  must
successfully  complete the applicable  Accreditation  Test (for the then current
testing fee).
B. In the event that trained  staff are  reassigned to other duties or leave the
employ of Reseller, Reseller shall promptly cause other employees to undergo the
necessary minimum training programs.
5. END USER LICENSING
---------------------
Save as provided for by clause 3.2(b) of the Reseller Agreement, for any and all
Products not packaged by CA with a shrink-wrap license agreement, Reseller shall
require the End User to enter into CA's standard end user license  agreement and
schedule prior to supply of any Products to the End User.  Reseller shall ensure
that all End Users are properly licensed by either shrink-wrap or signed license
agreement as set forth in this  Schedule.  Reseller is not appointed as an agent
of CA and is not  authorized to make any contracts or  commitments  on behalf of
CA.

ON BEHALF OF INVU SERVICE LIMITED:         ON BEHALF OF COMPUTER ASSOCIATES PLC:


Signed:  /s/ David Morgan                  Signed:  /s/ Mark Marrow
         ---------------------------                ----------------------------

Name:    David Morgan                      Name:    Mark Marrow
         ---------------------------                ----------------------------

Title:   Chief Executive                   Title:   Senior Vice President
         ---------------------------                ----------------------------

Date:    25/3/98                           Date:    3/26/98
         ---------------------------                ----------------------------


<PAGE>



10 July 1998



                                   MEMORANDUM
                                   ----------

Further to correspondence and discussions between Computer Associates ("CA") and
INVU  ("INVU") and further to an  Agreement  between CA and INVU dated 16 March,
1998, CA and INVU have jointly agreed to bundle and market certain products.  As
a result of this  agreement,  a number of actions were confirmed  between CA and
INVU.

1.   The first  bundle to be  established  will be INVU PRO Network  Edition and
     INGRES II. The technical  integration was seen as being straightforward and
     will  be  achieved   in  a  short  space  of  time.   CA  stated  that  the
     administration  of  the  INGRES  database  was  designed  to be  low  level
     maintenance,  but it was  recommended  that end  users  attend  a  database
     administrator's   course  as  a  minimum.   This   recommendation  will  be
     implemented in any sales and support package through distribution  channels
     to end-users.

2.   The second bundle to be  established  will be INVU PRO Network  Edition and
     JASMINE. The technical  integration will take longer than INGRES II, due to
     the advanced  architecture  of the JASMINE  database,  and the way in which
     INVU will locate and retrieve objects.  CA and INVU agreed that INVU was an
     ideal  product to take  advantage of the JASMINE  database and JASMINE will
     provide the database methodology for the next generation of INVU. Following
     successful  bundling and  establishing of the INVU/INGRES II product,  INVU
     and CA will  contribute  resource to combine INVU PRO and  JASMINE.  In the
     meanwhile,  both CA and Centura  agreed to liaise with Centura to ascertain
     the method and manner of providing  the  requisite  links  between INVU and
     JASMINE.

3.   Distribution & Routes to Market
     -------------------------------

     CA and INVU agreed to cooperate on establishing and supporting distributors
     to sell the bundled products. CA and INVU agreed that they would make joint
     presentations to distributors nominated by CA and INVU.

     CA stated that,  at present  distributions  relationships  were  undergoing
     changes  following   reorganization  of  the  Cheyenne  channels.  It  was,
     therefore,  felt  prudent  to  focus  on  the  distribution   relationships
     currently being developed by INVU, and CA's distribution channel to follow.
     Distributors would be engaged and contracted with during  September/October
     1998 and it was proposed that three had been selected, Dicom, Paperlink and
     Ideal.  Ilion,  Sphinx Level V and Computer  2000 may be added to this list
     shortly.

     In addition, Value Added Resellers will be courted and recruited.


                                       1

<PAGE>



     CA and INVU agreed to use a marketing fund to produce an initial run of 500
     promotional bundles of INVU and INGRESII. This will probably be in the form
     of  a  shrink-wrapped  CA/INVU  box  with  the  product  and  documentation
     inserted.  The box will have a joint CA/INVU  logotype  presentation.  INVU
     agreed to provide  artwork,  samples and  documentation  to CA by 10 August
     1998 for design and production.

     Presentations to distributors and the shrink-wrapped bundle product will be
     targeted for the second week in September.

     CA stated that  representatives from their marketing department would visit
     INVU  shortly  to   coordinate   actions.   CA  and  INVU  agreed  that  by
     November/December  1998,  the bundled end user sales levels should reach an
     annualized  rate of  (pound)  **[Confidential  Treatment  Requested].  1998
     targets should be set at (pound) **[Confidential Treatment Requested].

4.   Joint Advertising and Public Relations
     --------------------------------------

     CA and INVU will agree a joint press  release by 20 July 1998.  INVU are to
     provide  CA  with  appropriate   comments  and  quotes.   CA  will  arrange
     distribution of the press release in general, but, specifically,  INVU will
     include the press release on their web page.

     The press release will be distributed to the direct sales force of CA.

     The bundling deal will be e-mailed to all CA direct sales force.

     INVU will be included in the CA partner directory.

     INVU will place  national  adverts  during the course of September,  and CA
     agreed that their logo and presence will be present on the adverts.

5.   Pricing
     -------

     It was agreed that both bundles for INVU/INGRESII and INVU/JASMINE would be
     at a **[Confidential Treatment Requested] user level and at a list price of
     (pound) **[Confidential Treatment Requested].

     It  was  agreed  that   distributor   will  receive  a  discount  level  of
     **[Confidential  Treatment Requested]% depending on volumes. Of the (pound)
     **[Confidential  Treatment  Requested] sell price to distributors,  CA will
     receive (pound) **[Confidential  Treatment Requested] and INVU will receive
     (pound) **[Confidential Treatment Requested].

     INVU will  provide  distributors  with the  products  and  provide  product
     support.  Second line  support on INGRES II and JASMINE will be provided by
     CA via INVU.

     It was agreed by CA and INVU that this pricing  level is  unprecedented  in
     this market,  with nearest  competitors  being firmly placed in the (pound)
     **[Confidential Treatment Requested] level.

                                       2


<PAGE>



6.   Territory
     ---------

     CA and  INVU  agreed  that  the UK will be the  principal  territory  to be
     attacked  in the  first  instance.  Further  European  territories  will be
     identified  and CA agreed to identify  further  distribution  in identified
     countries in Europe in the short term.

7.   Confidentiality
     ---------------

     CA and INVU agree to keep all details of this joint  marketing  arrangement
     confidential.




FOR AND ON BEHALF OF                            FOR AND ON BEHALF OF
COMPUTER ASSOCIATES PLC                         INVU SERVICES LIMITED

John McCavanaugh                                David Morgan
---------------------------                     ---------------------------
Name

European Channel Dev. Mgr.                      CEO
---------------------------                     ---------------------------
Title

/s/ John McCavanaugh                            /s/ David Morgan
---------------------------                     ---------------------------
Signature

July 17, 1998                                   July 17, 1998
---------------------------                     ---------------------------
Date


                                       3

<PAGE>



                                                 CA Agreement No. ______________


                          DEVELOPMENT LICENSE AGREEMENT


1.   Computer  Associates  International,  Inc., a Delaware  corporation  having
     offices at One Computer  Associates Plaza,  Islandia,  NY 11788-7000 ("CA")
     grants to INVU Services Ltd., an English  corporation having offices at The
     Beren, Blisworth Hill Farm, Stoke Road, Blisworth Northamptonshire,  NN7BDB
     ("Company"),    and   Company    accepts   from   CA,   a    non-exclusive,
     non-transferable,  limited-use  license to use and  operate the CA software
     products ("Licensed Program(s)"),  ordered by Company in Appendix A, solely
     on the computers of Company  located at the  Development  Site set forth in
     Appendix A (the "Development Site") solely to:

     (a)  Implement  the  Development  Project as  described  in Appendix C (the
          "Development Project"); and

     (b)  Demonstrate to potential  customers the use of the License  Program(s)
          and the Company's products  ("Company  Product") as listed in Appendix
          A, in  accordance  with  the  Development  Project.  CA  will  provide
          authorization  keys for a  maximum  of ten (10)  demonstration  copies
          (subject  to  certification  as set forth  below and upon  receipt  of
          written  notification of the location,  make, model, serial number and
          IP address  and any other  information  necessary  for CA to issue the
          authorization   key)  for  each   computer   system   on  which   such
          demonstration copies of the Licensed Program(s) are installed.

2.   (a)  CA grants to Company a non-exclusive, non-transferable, personal right
          to use the CA trademarks, servicemarks, tradenames and logos, depicted
          on Appendix B attached (the "Marks")  solely in  conjunction  with the
          Company Product in the manner set forth in the guidelines  attached as
          Appendix B and subject to the terms and conditions of this  Agreement,
          including the certification by CA as set forth below.

     (b)  All Marks remain the  exclusive  property of CA.  Company will take no
          action which jeopardizes CA's proprietary rights in the Marks. Company
          shall follow CA's  guidelines  relating to the Marks and use the Marks
          in unaltered  form. CA shall require Company to submit all advertising
          and marketing  material  referencing CA or the Marks to CA for advance
          review and approval,  and CA may require Company to discontinue use of
          any  advertising or marketing  materials  relating to CA, the Marks or
          the Licensed Program(s).

3.   CA agrees to provide  Company with the  opportunity  to  participate in its
     marketing and sales promotions,  subject to the conditions and requirements
     of each individual promotion and CA's exclusive approval.


                                       1

<PAGE>



4.   (a)  Upon execution of this Development License Agreement, Company shall be
          appointed as a nonexclusive Premier Development Partner.

     (b)  In a  twelve-month  period,  CA agrees at its option to match  every $
          **[Confidential Treatment Requested] spent by Company on each Licensed
          Program(s),  up  to a  limit  set  within  CA's  sole  discretion,  to
          advertise  and  market  the  integration   between  each  of  Licensed
          Program(s)  and the  Company  Product.  Company  must  provide CA with
          verified  advertising and marketing  expenses  within  forty-five (45)
          days  of the  end of each  fiscal  quarter  (June  30,  September  30,
          December 31, and March 31) in which such  expenses  were made in order
          for such funds to be matched by CA. CA shall be  entitled  to withdraw
          this offer at any time in its sole  discretion or in the event Company
          fails to  comply  with  the  terms of this  Agreement  or any  related
          Addendum.

     (c)  Company shall retain for a period of three (3) years after the date of
          payment records  evidencing its  advertising and marketing  activities
          regarding  the Company  Product and the  Licensed  Program(s)  and its
          entitlement to matching fees, the billings therefore,  the calculation
          of its eligibility for matching fees, and any other accounting records
          relevant for such services.  During this three-year  period, CA or its
          designated  representative  shall have the right to examine and audit,
          at its own expense,  such records during normal business  hours,  upon
          ten (10) business  days notice to Company.  CA shall bear the expenses
          of such  audit;  however,  in the event any such  audit  reveals  that
          Company has overstated the amount of matching fees that it is eligible
          to receive under this Agreement by more than **[Confidential Treatment
          Requested]% of the amount reported during the period audited,  Company
          shall repay CA such overstated  amount,  in addition to any other fees
          contractually  due, and pay all reasonable  costs  associated with the
          audit.

5.   Without the prior written consent of CA, Company shall not:

     (a)  copy in whole or in part the  Licensed  Program(s),  except for normal
          back-up and archive purposes;

     (b)  modify,  reverse compile,  reverse engineer or reverse assemble all or
          any portion of the License Program(s);

     (c)  distribute,  market, rent, lease, transfer,  assign, or sublicense the
          Licensed  Program(s) to third  parties or use the Licensed  Program(s)
          for the benefit of third parties;

     (d)  export the Licensed  Program(s) in violation of United States laws and
          regulations or other applicable laws or regulations;

     (e)  perform,  publish or release  benchmarks or other comparisons  without
          CA's prior written consent;

                                       2


<PAGE>



     (f)  use the Licensed Program(s) for any development  activities or for any
          purpose other than as agreed to in this Agreement; or

     (g)  use the Licensed  Program(s) to develop nor shall  Company  market any
          conversion utility or aid specific to the Licensed Program(s) enabling
          users  to  convert  from the  Licensed  Program(s)  to an  alternative
          product.

6.   Company's  right  to  use  the  Marks  is  contingent  on the  testing  and
     verification by CA that the Company Product is integrated with the Licensed
     Program(s) in accordance with the Development  Project  (referred to herein
     as "Certification") and Company's continued compliance with the following:

     (a)  that Company has tested the Development Project and has verified to CA
          the successful  completion of the Development  Project.  Upon request,
          Company agrees to provide to CA any such test results for its review;

     (b)  that upon receipt of any  subsequent  versions or releases  (excluding
          bug fixes,  patch  tapes or other such  maintenance  releases)  of the
          Licensed  Program(s)  from CA,  Company  shall ensure that the Company
          Product remains integrated with the Licensed Program(s); and

     (c)  that CA may test each  release of the  Company  Product to confirm the
          successful  integration  of the  Company  Product  with  the  Licensed
          Program(s).  CA  shall  be  entitled  to  withdraw  Certification  and
          Company's  right to use the Marks  immediately on notice to Company in
          the event that the Company Product fails  Certification at any time or
          Company fails to comply with the terms of this Agreement.

     Company and CA shall each be  responsible  for  bearing its own  respective
     costs and expenses in connection with the testing and  Certification of the
     Company Product.

7.   CA will provide  upgrades,  enhancements,  new releases and new versions to
     the Licensed  Program(s) as they become generally available and maintenance
     for  the  Licensed  Program(s),  including  but  not  limited  to,  hotline
     telephone  support services under CA's current support  policies.  CA shall
     not support nor be obligated to provide  support for the Company Product or
     the Development Project.

8.   CA shall retain all title, copyright,  patent, trademark,  trade secret and
     other  intellectual   property  rights  in  or  relating  to  the  Licensed
     Program(s) and Marks, and any related copies, partial copies, compilations,
     modifications,  derivative works or translations  thereto.  Company and its
     employees shall keep the Licensed Program(s) strictly confidential and will
     not disclose, permit access or otherwise distribute the Licensed Program(s)
     to anyone except its authorized employees. All rights not expressly granted
     in this Agreement are reserved by CA.

                                       3


<PAGE>



9.   This  Agreement  shall  remain in effect for thirty (30) days from the date
     hereof and shall be renewed  automatically  thereafter for a term of thirty
     (30) days until  terminated  by either party upon written  notice given not
     less than ten (10) days  prior to the end of the  original  or any  renewed
     term hereof. Upon termination or expiration, Company shall cease use of all
     copies of the Licensed  Program(s)  and the Marks,  return the original and
     all copies of the Licensed  Program(s) and documentation to CA, and certify
     to CA in writing that all copies  thereof have been  destroyed  and deleted
     from any computer  libraries or storage devices and are no longer in use by
     Company.

     Section 2(b),  4(c), 5, 6, 8, 11, 12 and 13 shall  survive  termination  of
     this agreement.

10.  (a)  Company provides CA with its consent and  authorization  and grants CA
          the right to include a hyperlink:  (i) to Company's  website from CA's
          internet site and/or  intranet  site,  as determined  within CA's sole
          discretion; or (iii) in CA's Development Partner CD.

     (b)  Company  grants CA a  worldwide,  nonexclusive  right and  license  to
          distribute,  combine,  copy, use, and duplicate  Company's  trademark,
          servicemark,  tradename, or logo: (1) for such hyperlinks;  or (ii) in
          CA's  Development  Partner  brochure  solely in  accordance  with this
          Agreement or related  Addendum.  Company grants to CA the right to use
          the marketing materials provided by Company or created with Company in
          CA's Development Partner brochure.

     (c)  CA provides  Company  with its consent  and  authorization  and grants
          Company  the  right to  include  a  hyperlink  to CA's  web page  from
          Company's web page. Company agrees that it shall hyperlink to CA's web
          page during the term of this Agreement.

     (d)  CA grants  Company,  and Company  accepts,  a worldwide,  nonexclusive
          right and license to distribute, combine, copy, use, and duplicate its
          trademark, tradename, servicemark or logo for such hyperlink solely in
          accordance with this Agreement or related Addendum.

11.  (a)  Company  acknowledges  and agrees that CA does not support and has not
          reviewed the contents of Company's World Wide WebSite.  Company agrees
          that it is fully responsible for the content posted at its URL address
          on its World Wide Web Site.

     (b)  CA  acknowledges  and agrees that Company does not support and has not
          reviewed  the  contents  of  cai.com.  CA  agrees  that  it  is  fully
          responsible   for  the  content  posted  on  cai.com  subject  to  the
          applicable disclaimers.

12.  Company will defend,  indemnify and hold harmless and defend CA against any
     and  all  claims,  judgments,  awards,  costs,  expenses,  damages  and all
     liabilities  (including  reasonable attorney's fees), which arise out of or
     relate to:

                                       4


<PAGE>



     (a)  the Company  Product,  from end users of the Company Product  alleging
          that  the  Company   Product  is  not  integrated  with  the  Licensed
          Program(s),  or a claim of  negligent  referral  by CA  regarding  the
          Company Product.

     (b)  Company's  advertisements  or marketing,  consented to an for which CA
          paid  matching  fees,  or  used in  accordance  with  this  Agreement,
          including Company's negligence or other failure under this Agreement:

          (i)  In  obtaining  consent of any nature,  other than with respect to
               materials furnished by CA, whatsoever; or

          (ii) In protecting CA against claims for the unauthorized use of names
               or   likeness  of  any  person,   libel,   slander,   defamation,
               disparagement,   piracy,  plagiarism,  unfair  competition,  idea
               misappropriation,  infringement of copyright,  title,  slogan, or
               other property rights, and any invasion of the right of privacy.

13.  THE LICENSED  PROGRAM(S) IS PROVIDED "AS IS" WITHOUT  WARRANTY OF ANY KING,
     CA DISCLAIMS ALL WARRANTIES,  EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
     TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
     IN NO EVENT  WILL CA BE LIABLE TO  COMPANY  OR OTHER  PARTY FOR ANY LOSS OR
     INDIRECT,  OR INCIDENTAL,  OR CONSEQUENTIAL  LOSS OR DAMAGE WHICH MAY ARISE
     FROM THE USE,  OPERATION,  OR  MODIFICATION  OF THE LICENSED  PROGRAM(S) OR
     MARKS.

14.  Company may not assign or transfer  its rights or delegate its duties under
     this  Agreement.  Any change of control of 51% of the ownership or interest
     or transfer to a successor  corporation  of Company  shall  terminate  this
     Agreement. Any prohibited assignment shall be null and void.

15.  This  Agreement  represents  the  entire  agreement  between  the  parties,
     supersedes all prior  understandings of the parties,  both written or oral,
     and may be  amended  only  by a  written  agreement  signed  by  authorized
     representatives of CA and Company.


COMPUTER ASSOCIATES                                INVU SERVICES LTD.
INTERNATIONAL, INC.

By:      /s/ Tommy Bennett                         By:      /s/ David Morgan
         -----------------------                            --------------------
Name:  Tommy Bennett                               Name: David Morgan
     ---------------------------                         -----------------------
Title: SVP                                         Title: Chief Executive
      --------------------------                         -----------------------
Date: 11/23/98                                     Date: 11/11/98
      --------------------------                         -----------------------

                                       5
<PAGE>



                                   APPENDIX A
             DEVELOPMENT LICENSE ORDER FORM FOR COMPUTER ASSOCIATES
                         DEVELOPMENT PARTNER PROGRAM(S)
<TABLE>
<CAPTION>
<S>                                                  <C>
Company Name & Address:                              INVU Services Ltd., The Beren, Blisworth Hill
                                                     Farm Stoke Road, Blisworth Northamptonshire
                                                     NN73DB

Referenceable License Agreement Number:

Company Product:                                     INVU Pro Network

Company Phone #:                                     44-1604 859-893

Development Site (if different than above):

Development Site ID:

Technical Contact: David Morgan                      Phone #: 44-1604859 893            Fax #: 44 1604 859 902

Business Contact (if different than above):_____________ Phone #:_________ Fax #:_______

Shipping Required?  (Circle one)   YES               NO                String (or key) only?     YES      NO

Shipping Address (if different than above):

Effective Date of this Order:                        11/11/98

</TABLE>

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------
         Licensed                Product         Release         Media          Operating         Serial           CPU
        Program(s)                 Code           Number          Type           System           Number          Model
--------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>           <C>             <C>             <C>                 <C>
INGRES II ENT               IN2ENT99000        2.0           CD ROM          NT/Solaris      Dev-Partner         Generic
--------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

</TABLE>








<PAGE>





COMPUTER ASSOCIATES                              INVU SERVICES LTD.
INTERNATIONAL, INC.

By:      /s/ John McCavanaugh                    By:      /s/ David Morgan
        -------------------------                        -----------------------
Name: John McCavanaugh                           Name: David Morgan
      ---------------------------                      -------------------------
Title: European Channel Dev. Mgr.                Title: CEO
       --------------------------                      -------------------------
Date: July 17, 1998                              Date: July 17, 1998
      ---------------------------                      -------------------------






<PAGE>



                                   APPENDIX B


CA Licensed Program(s) trademark, tradenames and logos:









CA Usage guidelines:

The CA logos and Marks  shown  above  are marks  that may be used by  authorized
development partners only to signify that their products are compatible with the
Licensed Program.

CA will provide authorized development partners with camera-ready artwork of the
CA logos.  You may not alter this  artwork in any way.  You may not  combine the
logos with any other feature including,  but not limited to, other logos, words,
symbols, graphics, photos, slogans, numbers, design features or symbols.

You may not display the CA logos or other CA Marks on packaging,  documentation,
collateral  or  advertising  in a manner  which  suggests  that "CA,"  "Computer
Associates,"  or the above logos  cannot be larger or more  prominent  than your
product name, trademark, logo or tradename.



<PAGE>


                                   APPENDIX C



Development Project:

The  Company  agrees to develop an  interface  between  the  Company's  INVU Pro
Network and the Licensed Program(s).

INVU provides seamless integration with Ingres II via C-API and Ingres Net. INVU
provides all application logic and user interfaces, while Ingres II provides the
repository for INVU information.