EXHIBIT 10.12
                   Dated__________________________________1999

                                 (1) INVU, Inc.

                                     - AND -

                      (2) VERTICAL INVESTMENTS LIMITED and
                               ALAN DAVID GOLDMAN

                                     - AND -

               (3) DAVID MORGAN, JOHN AGOSTINI and PAUL O'SULLIVAN

                                     - AND -

                            (4) INVU SERVICES LIMITED


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

                              INVESTMENT AGREEMENT
                      -------------------------------------



<PAGE>



THIS AGREEMENT is made the            day of                            , 1999.
                           ----------        ---------------------------
BETWEEN:

(1)  INVU, INC. a company  organized and existing under the laws of the state of
     Colorado  (whose  shares  trade  on the  NASD  OTC  Bulletin  Board)  whose
     principal  place of business is at The Beren,  Blisworth  Hill Farm,  Stoke
     Road, Blisworth, Northamptonshire, NN7 3DB ("Company")

(2)  ALAN DAVID GOLDMAN of 13 Fernville  Road Gosforth  Newcastle  Upon Tyne NE3
     4HT and VERTICAL  INVESTMENTS  LIMITED  (Company  number:  71185) a company
     registered in Jersey whose  registered  office is at Eagle House, Don Road,
     St. Helier, Jersey, Channel Islands JE1 (collectively, the "Investor");

(3)  DAVID  MORGAN 6  Andrews  Close,  Leire,  Leicestershire,  LE17  5ER,  JOHN
     AGOSTINI 19 Priors Park,  Emmerson Valley,  Milton Keynes, MK4 2BT and PAUL
     O'SULLIVAN  23  Denton,  Horton,  Northampton,   NN7  2BE  (the  "Executive
     Directors");

(4)  INVU  SERVICES  LIMITED (a company  registered  in England  and Wales under
     number 3319922, whose registered office is at c/o McFadden,  Pilkington and
     Ward,  City Tower,  Level 4, 40 Basinghall  Street,  London,  EC2V 5DE (the
     "Guarantor").

IT IS AGREED AS FOLLOWS:-

1.       DEFINITIONS AND INTERPRETATION

          1.1  In this Agreement the following  expressions shall,  except where
               the context requires  otherwise,  have the meanings shown next to
               them:-


               "Articles"          the Articles of Incorporation of the Company.

               "Board"             the board of directors of the Company or a
                                   duly constituted committee thereof.

               "Completion"        the date and time when the actions  referred
                                   to in Clause 2.1 and conditions  required by
                                   Clause 2.3 are taken and satisfied.

               "Initial Public
                Offering"          the admission of any shares of Common Stock
                                   of the Company or granting of permission of
                                   any shares of Common Stock of the Company to
                                   be dealt with on the Official List of London
                                   Stock Exchange Limited or any other U.K.
                                   recognized investment exchange as defined by
                                   section 207 of Financial Services Act 1986,
                                   including the admission of such shares on the
                                   main board of The Nasdaq National Market of
                                   The Nasdaq Stock Exchange, Inc.



                                        1

<PAGE>





               "Investor Director" the director to be appointed by the Investor
                                   under the terms of Clauses 2.2 and 4.

               "Lenders"           collectively, Zalcany Limited, Tomuro
                                   Limited, Mustardseed Estates Limited, Roy
                                   Williams and Richard Harris

               "Loan"              the loan in the aggregate  principal  amount
                                   of (pound)400,000 (approximately US
                                   $650,000)  made  to  the  Guarantor  by  the
                                   Lenders   pursuant  to  an  agreement  dated
                                   February 2, 1999.

               "Loan Stock"        together Loan Stock A and Loan Stock B.

               "Loan Stock  A"     the US$600,000  interest bearing  convertible
                                   loan stock 1999 - 2002  created by Loan Stock
                                   "A" Instrument.

               "Loan Stock  B"     the US$400,000  interest bearing  convertible
                                   loan stock 1999 - 2002  created by Loan Stock
                                   "B" Instrument.

               "Loan Stock "A"     the loan stock instrument in the form set out
               Instrument"         in Schedule 1.

               "Loan Stock "B"     the loan stock instrument in the form set out
               Instrument"         in Schedule 2.

               "Loan Stock         together the Loan Stock "A" Instrument and
               Instruments"        the Loan Stock "B" Instrument.

               "Montague"          Montague Limited

               "Parties"           the parties to this Agreement.

               "Transferred        the 425,000 shares of Common Stock, no par
               Shares"             value, of the Company which are to be trans-
                                   ferred to Montague by the Lenders upon
                                   redemption of the Loan pursuant to Section
                                   2.1.2. hereof.

               "Warranties"        the  agreements,  obligations,   warranties,
                                   representations,  covenants and undertakings
                                   of the Executive Directors contained in this
                                   Agreement,  including without limitation all
                                   such  matters   contained  and  set  out  in
                                   Schedule 4.

          1.2  References  to  statutes  or  statutory  provisions  shall  be
               construed   as   including   references   to   any   statutory
               modification,   consolidation,   re-enactment   or   amendment
               (whether  before or after the date  hereof) for the time being
               in force, all statutory


                                        2

<PAGE>



               instruments  or orders made pursuant  thereto or any statutory
               provisions  of which they are  consolidations,  re-enactments,
               modifications or amendments.

          1.3  Except where the context otherwise requires words denoting the
               singular include the plural and vice versa; words denoting any
               gender  include all genders;  words denoting the whole include
               any part thereof.

          1.4  References to Clauses, Sub-Clauses or Schedules are references
               to Clauses or SubClauses of or schedules to this Agreement.

          1.5  Clause  headings  are for  ease of  reference  only and do not
               affect the construction of this Agreement.

          1.6  References  to any Party  shall  (where the context so admits)
               include his personal representatives his estate or trustees in
               bankruptcy.

          1.7  Words denoting an obligation on a Party to do an act matter or
               thing  include an  obligation  to procure  that it be done and
               words  placing  a  Party  under  a   restriction   include  an
               obligation not to permit infringement of the restriction.

2.       INVESTMENT
         ----------

          2.1  In  consideration  of the  Investor  advancing an aggregate of
               US$1,000,000  to  the  Company  pursuant  to  the  Loan  Stock
               Instruments the Company will:

          2.1.1 on the signing hereof,  execute the Loan Stock  Instruments to
                create  the Loan  Stock  and the  Company  shall  issue to the
                Investor the Loan Stock and shall enter the Investor's name in
                the  register  to be  maintained  by the  Company in  relation
                thereto and shall issue the certificates in respect thereof;

          2.1.2 immediately following the signing of this Agreement redeem the
                Loan; and

          2.1.3 cause  Montague to transfer to and register in the name of the
                Investor, 225,000 of the Transferred Shares.

          2.2   Mr. Daniel Goldman has  previously  been appointed as a member
                of the Board by the existing members of the Board. The parties
                hereby  acknowledge  that  Mr.  Daniel  Goldman  is the  first
                Investor Director.

3.       WARRANTIES AND REPRESENTATIONS
         ------------------------------

                  The  Executive  Directors  acknowledge  that the  Investor has
                  entered into this  Agreement in full  reliance on the material
                  representations  made to the  Investor  by the Company and the
                  Executive  Directors,  and the Executive Directors jointly and
                  severally warrant to the Investor,  contracting for themselves
                  and as trustees for the Company that:


                                        3

<PAGE>




          3.1     The written information supplied by the Company, the Company's
                  solicitors  and the  Executive  Directors  to the  Investor in
                  connection with the negotiation of this Agreement are true and
                  remain true and  accurate  in all  material  respects  and the
                  Executive  Directors  do not know of anything  which make such
                  information   given  to  the  Investor   misleading  or  which
                  materially   adversely   affects  the   financial  or  trading
                  prospects of the Company or any of its subsidiaries.

          3.2     The Executive Directors have full power and authority to enter
                  into and perform this  Agreement  which  constitutes,  or when
                  executed will constitute, binding obligations on them.

          3.3     The information in Schedule 3 relating to the Company is
                  accurate.

          3.4     The  Warranties  are true and accurate and will continue to be
                  so on each day up to and including the day of Completion  with
                  reference  to the  facts and  circumstances  from time to time
                  applying.

          3.5     Each of the Executive  Directors  shall  promptly  disclose in
                  writing to the  Investor any  material  event or  circumstance
                  which arises, or becomes known to him, prior to Completion and
                  is inconsistent with the Warranties,  or which would result in
                  the  Warranties  not being true and  accurate in all  material
                  respects at  Completion,  or which is likely to be  reasonably
                  material to be known by an investor in the Company.

          3.6     Each of the  Warranties  is  without  prejudice  to any  other
                  Warranty and,  except where  expressly  stated  otherwise,  no
                  clause  governs  or limits the  extent or  application  of any
                  other clause.

          3.7     The rights and remedies of the Investor in respect of a breach
                  of the  Warranties  shall not be  affected by  Completion,  by
                  investigations  made by or on behalf of the Investor  into the
                  affairs of the Company, by the Investor rescinding, or failing
                  to rescind, this Agreement, or failing to exercise or delaying
                  the exercise of any right or remedy under this Agreement.

4.       INVESTOR DIRECTOR
         -----------------

          4.1     The  Investor  shall be entitled to demand and the Company and
                  the  Executive  Directors  agree to on such demand (i) appoint
                  one person  nominated  by the  Investor  as a director  of the
                  Company to act as the  Investor  Director and (ii) remove from
                  office any person so nominated  and  appointed and (subject to
                  such removal) to appoint another person  nominated by Investor
                  and reasonably  satisfactory to the Executive Directors acting
                  reasonably in his place.

          4.2     The Investor's  right under Clause 4.1 to appoint the Investor
                  Director will continue  until such time as there are no monies
                  outstanding  in respect of the loans  granted  pursuant to the
                  Loan Stock Instruments; or following conversion thereunder.


                                        4

<PAGE>




          4.3     Investor recognizes that the Board has a fiduciary duty to the
                  Company and the other shareholders of the Company.

          4.4     The Company and the Executive  Directors in their  capacity as
                  directors and  shareholders  agree to procure that neither the
                  Company nor any of its subsidiaries shall carry out any of the
                  following acts without the Investor  Director's  prior written
                  consent, which consent shall not be unreasonably withheld:

          4.4.1   any  variation  in the number of  authorized  or issued  share
                  capital of the  Company,  except  pursuant to any  outstanding
                  warrants  and  options  of the  Company  existing  on the date
                  hereof  and  listed  in  Schedule  4 at  Clause  2.3.1  or the
                  creation or the  granting  of any  options or other  rights to
                  subscribe for, or convert into shares, or the variation of the
                  rights of any shares;

          4.4.2   the  declaration  or  distribution  of any  dividend  or other
                  payment out of the  distributable  profits on the Common Stock
                  during the period that the Investor holds Loan Stock;

          4.4.3   the commencement of any voluntary winding up action;

          4.4.4   the   appointment   or  termination  by  the  Company  of  the
                  employment  of any  employee  whose  salary  is to be or is in
                  excess  of  (pound)50,000  per annum or any  variation  of the
                  remuneration or other benefits of any such employee;

          4.4.5   the  incurring of any borrowing or any other  indebtedness  or
                  liability  in the nature of  borrowing  in excess of twice the
                  aggregate paid up or credited as paid up share capital and the
                  total of the amount  standing to the credit of the reserves of
                  the Company and its  subsidiaries  including the share premium
                  account and the  capital  redemption  reserve  fund other than
                  pursuant to the existing  banking  facility  agreements  ("the
                  Facility Agreements") of the Company;

          4.4.6   any capital  expenditure  of an aggregate  amount greater than
                  (pound)50,000 in any one fiscal year;

          4.4.7   any material change in the nature of the business or in any
                  material contracts;

          4.4.8   the  payment of any kind in  settlement  or  reduction  of any
                  liability  of the Company or any  subsidiary  other than under
                  the Loan Stock Instruments and other than in the normal course
                  of trading or pursuant to the terms of the Facility Agreements
                  or interest  payments on any other  borrowings or indebtedness
                  permitted under Section 4.4.5 hereof;

          4.4.9   the  grant  of any  security  in any  material  assets  of the
                  Company or any subsidiary to a third party,  except liens that
                  may arise by operation of law;

          4.4.10  any acquisition, merger, consolidation or sale of, with or to
                  any other entity; or


                                        5

<PAGE>




          4.4.11   agree to do any of the foregoing.

5.       COSTS AND FEES
         --------------

         The Company will pay all reasonable  expenses  incurred by the Investor
         in relation to this Agreement  (including  reasonable  solicitor's fees
         and expenses  incurred in connection with completing this  transaction)
         and any  subsequent  variation  of the terms of this  Agreement  and in
         particular  the Loan  Stock  Instruments  and shall pay all  reasonable
         fees,  costs  and  expenses  (including  VAT where  applicable)  of all
         professional   advisers  of  the  Investor  in   connection   with  the
         transactions contemplated by this Agreement and any agreements referred
         to  herein.  Such  fees and  expenses  will be paid  within  28 days of
         completion of this Agreement.

6.       NOTICES
         -------

          6.1     Any notice or other communication to be given under this
                  Agreement shall be in writing and shall be delivered
                  personally or sent by first class pre-paid post telex or
                  facsimile transmission.  The addresses for service of the
                  Parties shall be the addresses stated at the beginning of this
                  Agreement, except that the address for service for Guarantor
                  shall be The Beren, Blisworth Hill Farm, Stoke Road,
                  Blisworth, Northamptonshire NN7 3DB (provided that any Party
                  may by written notice served in accordance with this Clause
                  substitute another address in England which shall then
                  become that Party's address for service).

          6.2     All notices and other communications shall be deemed to have
                  been served as follows:-

                  (a)      if personally delivered at the time of delivery;

                  (b)      if posted  at the  expiration  of 48 hours  after the
                           envelope  containing  the same was delivered into the
                           custody of the postal authorities; and

                  (c)      if  communicated  by telex or facsimile  transmission
                           when a successful transmission report is received.

          6.3     In proving such service it shall be  sufficient  to prove that
                  personal  delivery  was made or that the  envelope  containing
                  such notice or other  communication was properly addressed and
                  delivered  into the  custody  of the postal  authorities  as a
                  pre-paid first class letter or that the telex transmission was
                  made  and  the  recipient's  "answerback"  received  the  same
                  transmission  or that  the  facsimile  transmission  was  made
                  evidenced by the relevant activity report.

          6.4     The  deemed  service  provisions  set out in Clause 6.2 do not
                  apply to a notice  served by post,  if there is a national  or
                  local suspension, curtailment or disruption of postal services
                  which affect the  collection  of such notice or if that notice
                  cannot  reasonably be expected to be delivered within 48 hours
                  of  posting,  in which  case the notice  shall be served  when
                  actually delivered.


                                        6

<PAGE>




7.       POST-COMPLETION COVENANTS
         -------------------------

          7.1     The Company covenants on behalf of itself and its subsidiaries
                  (and all  references in this Section 7 to the "Company"  shall
                  be  deemed  to  include  its   subsidiaries)   that  following
                  Completion  and so long as the Loan Stock is  outstanding  and
                  has not been converted into Common Stock:

          7.1.1   The Company will promptly  deliver notice to Investor,  but in
                  any event  within  ten (10) days  after the  discovery  of any
                  material  adverse  litigation,  event  or  other  circumstance
                  affecting the Company,  and what actions the Company has taken
                  and/or proposes to take with respect thereto.

          7.1.2   The Company will promptly pay and discharge, or cause to be
                  paid and discharged, when due and payable, all lawful taxes,
                  assessments, and governmental charges or levies imposed upon
                  the income, profits, property, or business of the Company;
                  provided, however, that any such tax, assessment, charge, or
                  levy need not be paid if the validity thereof shall currently
                  be contested in good faith by appropriate proceedings and if
                  the Company shall have set aside on its books adequate
                  reserves with respect thereto, and provided, further, that the
                  Company will pay all such taxes, assessments, charges, or
                  levies forthwith upon the commencement of proceedings to
                  foreclose any lien which may have attached as security
                  therefor.  The Company will promptly pay or cause to be paid
                  when due, or in conformance with customary trade terms, all
                  other indebtedness incident to operations of the Company.

          7.1.3   The Company will keep its  properties in good repair,  working
                  order,  and condition,  reasonable  wear and tear excepted and
                  from  time to time  make all  necessary  and  proper  repairs,
                  renewals,  replacements,  additions, and improvements thereto;
                  and the Company will at all times  comply with each  provision
                  of all  leases  to  which  it is a party  or  under  which  it
                  occupies property if the breach of such provision would have a
                  material adverse effect.

          7.1.4   To the extent and in the manner  customary  for  companies  in
                  similar businesses  similarly situated,  the Company will keep
                  its  assets  which are of an  insurable  character  insured by
                  financially sound and reputable insurers against casualty loss
                  or damage in reasonable and adequate amounts,  and the Company
                  will maintain,  with financially sound and reputable insurers,
                  insurance  against  other  hazards,  risks,  and  liability to
                  persons and property.

          7.1.5   The  Company  will keep true  records  and books of account in
                  which  full,  true,  and correct  entries  will be made of all
                  dealing  or  transactions  in  relation  to its  business  and
                  affairs  in  accordance  with  generally  accepted  accounting
                  principles  as applied in the  United  States on a  consistent
                  basis.

          7.1.6   Except  as  otherwise  provided  in  Section 6 of  Schedule  4
                  attached hereto, the Company shall duly observe and conform to
                  all requirements of governmental  authorities  relating to the
                  conduct of its business or to its property or assets.


                                        7

<PAGE>




          7.1.7   The  Company   (this   Clause   7.1.7  not   applying  to  its
                  subsidiaries)  will, from time to time, in accordance with the
                  laws of the state of its  incorporation,  use its best efforts
                  to cause an increase in the authorized  amount of Common Stock
                  prior to such  time as the  failure  to do so would  cause the
                  number  of shares of Common  Stock  remaining  authorized  and
                  unissued  to be  insufficient  to  permit  conversion  of  the
                  outstanding Loan Stock.

          7.1.8   The Company will not repurchase any Common Stock.

          7.1.9   Except as otherwise  provided in this  Agreement,  the Company
                  shall  not  engage  in  any  transactions  with  any  officer,
                  director,  or key employee of the Company or any family member
                  of such persons:  (i) on terms less favorable than the Company
                  would obtain in a  transaction  with an unrelated  party;  and
                  (ii) unless the prior  approval of the  Investor  Director has
                  been  obtained,  which  approval  shall  not  be  unreasonably
                  withheld.

8.       SURVIVAL; INDEMNIFICATION
         -------------------------

          8.1     All statements contained in this Agreement, including the
                  Schedules or in any certificate or instrument delivered by or
                  on behalf of the parties pursuant to this Agreement or in
                  connection with the transactions contemplated hereby shall be
                  deemed to be representations and warranties by the parties
                  hereunder.  The representations and warranties made, and
                  indemnifications given, by the Company, the Executive
                  Directors and Investor in this Agreement shall survive the
                  date of this Agreement for a period of three years, except
                  that the representations and warranties in Sections 3, 4 and 7
                  shall survive the date of this Agreement until the expiration
                  of the relevant statute of limitations period.

          8.2     Indemnification
                  ---------------

                  The  Company  hereby  agrees to  indemnify  and hold  harmless
                  Investor  and its  affiliated  parties'  directors,  officers,
                  managers,  members,  agents and employees  (each, an "Investor
                  Indemnified  Person")  from and against and to pay any losses,
                  claims,  damages or liabilities  (or actions or proceedings in
                  respect   thereof)   ("Damages")   to  which   such   Investor
                  Indemnified  Person  may  become  subject as the result of any
                  misrepresentation,  or breach of warranty or covenant  made or
                  to be  performed  on the part of the Company or any  Executive
                  Director  under this  Agreement  (except as a direct result of
                  the gross  negligence  or willful  misconduct  of an  Investor
                  Indemnified   Person),   and  will   reimburse   any  Investor
                  Indemnified  Person  for all  expenses  (including  reasonable
                  counsel and expert fees) incurred in connection  with any such
                  misrepresentation,   breach  of  warranty  or   investigating,
                  preparing or defending any such action or proceeding,  whether
                  pending  or  threatened,  and  whether  or not  such  Investor
                  Indemnified  Person is a party hereto.  The Company,  within a
                  reasonable  time  after  receiving  knowledge  of any  claims,
                  actions or  proceedings  in respect of any  Damages by another
                  person or entity against the Investor Indemnified Person shall
                  (a) notify the Investor  Indemnified  Person in writing of the
                  preferences of the


                                        8

<PAGE>



                  Company  to assume  the  defense  thereof,  and (b) at its own
                  expense,  retain counsel reasonably acceptable to the Investor
                  Indemnified  Person to conduct such defense.  In such defense,
                  the Investor Indemnified Person shall have the right to engage
                  separate  counsel  and  to  participate  in  the  prosecution,
                  defense,  compromise or  settlement  thereof or to conduct its
                  own defense in accordance  with the terms of this Section 8.2.
                  The  agreement  of the Company in this Section 8.2 shall be in
                  addition to any liability the Company may otherwise have.

9.       MISCELLANEOUS
         -------------

         9.1      This Agreement may be amended only by a written  document
                  signed by all the parties.

         9.2      No failure to exercise or delay in exercising or enforcing any
                  right or remedy under this Agreement shall constitute a waiver
                  thereof and no single or partial  exercise or  enforcement  of
                  any right or remedy  under this  Agreement  shall  preclude or
                  restrict the further exercise or enforcement of any such right
                  or remedy.  The rights and remedies provided in this Agreement
                  are  cumulative  and not  exclusive of any rights and remedies
                  provided by law.

          9.3     The  invalidity,   illegality  or   unenforceability   of  any
                  provision of this Agreement shall not affect the  continuation
                  in force of the remainder of this Agreement.

          9.4     Subject to Section 8 and Section 9.5 hereof the  provisions of
                  this Agreement shall continue for so long as the loans granted
                  pursuant to the Loan Stock Instruments remain outstanding.

          9.5     All  provisions  of this  Agreement  shall  so far as they are
                  capable of being  performed  continue in full force and effect
                  notwithstanding completion of this Agreement.

          9.6     The  construction,  validity and performance of this Agreement
                  shall be  governed  by the  laws of  England  and the  parties
                  hereto  shall  submit  to the  exclusive  jurisdiction  of the
                  English courts.

          9.7     Time is of the essence in the  performance  of this  Agreement
                  and the Loan Stock Instruments.

10.      GUARANTEE AND INDEMNITY BY GUARANTOR
         ------------------------------------

          10.1    In consideration of the Investor entering into this Agreement
                  the Guarantor hereby unconditionally and irrevocably
                  guarantees to the Investor the due and punctual performance
                  and observance by the Company and the Executive Directors of
                  all its obligations, commitments, undertakings, warranties,
                  indemnities and covenants under or pursuant to this Agreement
                  and the Loan Stock Instruments and agrees to indemnify the
                  Investor against all losses, damages, costs and expenses
                  (including legal costs and expenses) which the Investor may
                  suffer or incur through or arising from any breach by the
                  Company and/or the Executive Directors of such obligations,
                  commitments, warranties, undertakings, indemnities or
                  covenants (except resulting


                                        9

<PAGE>



                  from the gross negligence or willful  misconduct of Investor).
                  The  Guarantor's  liability as aforesaid shall not be released
                  or  diminished by any  arrangements  or  alterations  of terms
                  (whether of this Agreement  and/or the Loan Stock  Instruments
                  or otherwise) or any forbearance,  neglect or delay in seeking
                  performance of the obligations  hereby imposed or any granting
                  of time for such performance.

          10.2    If and whenever the Company and/or the Executive Directors
                  default for any reason whatsoever in the performance of any
                  obligation or liability undertaken or expressed to be under-
                  taken by it under or pursuant to this Agreement and/or the
                  Loan Stock Instruments, the Guarantor shall forthwith upon
                  demand unconditionally perform (or procure performance of) and
                  satisfy (or procure the satisfaction of) the obligation or
                  liability in regard to which such default has been made in the
                  manner prescribed by this Agreement and so that the same bene-
                  fits shall be conferred on the Investor as it would have
                  received if such obligation or liability had been duly per-
                  formed and satisfied by the Company and/or the Executive
                  Directors.  The Guarantor waives any rights which it may have
                  to require the Investor to proceed first against or claim
                  payment from the Company and/or the Executive Directors to the
                  extent that as between the Company, the Executive Directors
                  and the Guarantor, the latter shall be liable as principal
                  debtor as if it had entered into all undertakings, agreements
                  and other obligations jointly and severally with the Company
                  and the Executive Directors.

          10.3    This guarantee and indemnity is to be a continuing security to
                  the Investor  for all  obligations,  commitments,  warranties,
                  undertakings,  indemnities  and  covenants  on the part of the
                  Company  and/or the Executive  Directors  under or pursuant to
                  this   Agreement    and/or   the   Loan   Stock    Instruments
                  notwithstanding  any  settlement of account or other matter or
                  thing whatsoever.

          10.4    This  guarantee  and  indemnity  is in addition to and without
                  prejudice  to,  and  not in  substitution  for any  rights  or
                  security  which the Investor may now or hereafter have or hold
                  for  the  performance  and  observance  of  the   obligations,
                  commitments,    undertakings,   covenants,   indemnities   and
                  warranties of the Company and/or the Executive Directors under
                  or in  connection  with this  Agreement  and/or the Loan Stock
                  Instruments.

          10.5    In the event of Guarantor  having taken or taking any security
                  from the Company and/or the Executive  Directors in connection
                  with  this  guarantee  and  indemnity,  the  Guarantor  hereby
                  undertakes to hold the same in trust for the Investor  pending
                  discharge in full of all  Guarantor's  obligations  under this
                  Agreement and/or the Loan Stock Instruments.

          10.6    As a separate and independent stipulation, the Guarantor
                  agrees that any obligation expressed to be undertaken by the
                  Company and/or the Executive Directors under this Agreement
                  and/or the Loan Stock Instruments (including without limita-
                  tion, any moneys expressed to be payable under this Agreement
                  and/or the Loan Stock Instruments) which may not be enforce-
                  able against or recoverable from the Company and/or the
                  Executive Directors by reason of any legal limitation,
                  disability or incapacity or any other fact or circumstance
                  shall nevertheless be enforceable against


                                       10

<PAGE>



                  or  recoverable  from  Guarantor  as though  the same had been
                  incurred by  Guarantor  and  Guarantor  were sole or principal
                  obligor in respect  thereof and shall be  performed or paid by
                  Guarantor on demand.

          10.7    The terms of this Section 10 shall continue for so long as the
                  loans granted  pursuant to the Loan Stock  Instruments  remain
                  outstanding.



                                       11

<PAGE>




                                   SCHEDULE 1
                                   ----------

                            LOAN STOCK "A" INSTRUMENT
                            -------------------------



                                       12

<PAGE>




                                   SCHEDULE 2
                                   ----------

                            LOAN STOCK "B" INSTRUMENT
                            -------------------------


                                       13

<PAGE>




                                   SCHEDULE 3
                                   ----------

                                 COMPANY DETAILS
                                 ---------------

Date of Incorporation:

Authorized share capital:

Issued share capital:

Registered office:                   The Beren, Blisworth Hill Farm, Stoke Road,
                                     Blisworth, Northamptonshire NN7 3DB

Directors:                           David Morgan, Paul O'Sullivan, John
                                     Agostini, Daniel Goldman, Tom Maxfield

Secretary:                           John Agostini



                                       14

<PAGE>




                                   SCHEDULE 4
                                   ----------

                                   WARRANTIES
                                   ----------

All references in this Schedule 4 to the Company shall include its  subsidiaries
except as clearly required to the contrary by the context.

1.       ACCOUNTS

         1.1      The Management Accounts
                  -----------------------

         1.1.1    The Management Accounts of the subsidiaries have been prepared
                  in accordance with generally accepted  accounting  practice in
                  the United  Kingdom  consistently  applied and the  Management
                  Accounts of the Company (excluding the subsidiaries) have been
                  prepared on a consolidated  basis in accordance with generally
                  accepted accounting practice in the United States consistently
                  applied.

          1.1.2   The Management Accounts:

                  (a)      give a true and fair view in all material respects of
                           the  assets  and  liabilities  of the  Company at the
                           Management   Accounts   Date  and  its   results   of
                           operations for the period ended on that date;

                  (b)      are in all material respects not affected by extra-
                           ordinary, exceptional or non-recurring items;

                  (c)      properly   reflect  in  all  material   respects  the
                           financial   position   of  the   Company  as  at  the
                           Management Accounts Date;

                  (d)      fully  disclose,   provide  or  reserve  for  in  all
                           material   respects  all   liabilities   and  capital
                           commitments   of  the  Company   outstanding  at  the
                           Management    Accounts   Date,    including   without
                           limitation all actual,  contingent,  unquantified  or
                           disputed liabilities; and

                  (e)      provide or reserve  for all tax liable to be assessed
                           on the Company, or for which it may be accountable in
                           respect  of  the  period  ended  on  the   Management
                           Accounts Date.

         1.1.3    The term "Management Accounts" refers to the operating profit,
                  loss  and  balance  sheet  of INVU  Services  Limited  and the
                  "Management Accounts Date" refers to June 30, 1999.

         1.2      Books and records
                  -----------------

         All the accounts,  books,  ledgers,  financial and other records of the
         Company:

                  (a)      are in its possession;


                                       15

<PAGE>




                  (b)      have been fully and accurately kept;

                  (c)      do not contain material inaccuracies;

                  (d)      show a true and fair view of its trading transactions
                           and its financial, contractual and trading position.

         1.3      Position since the Management Accounts Date

         1.3.1    Since the Management Accounts Date:

                  (a)      the Company has carried on its business in the
                           ordinary and normal course;

                  (b)      no loans or loan capital of the Company have been
                           repaid;

                  (c)      the Company has not paid or declared any dividend nor
                           made  any  payment  which is a  distribution  for tax
                           purposes;

                  (d)      there  has been no change in  accounting  methods  or
                           practices  by  the  Company   affecting  its  assets,
                           liabilities or business;

                  (e)      there has been no  revaluation  by the Company of any
                           of its assets, including without limitation,  writing
                           off notes or accounts receivable;

                  (f)      there has been no damage, destruction or loss
                           (whether or not covered by insurance) adversely
                           affecting the properties, business or prospects of
                           the Company; and

                  (g)      there  has been no other  event or  condition  of any
                           character  which in any one case or in the  aggregate
                           has materially  adversely  affected,  or any event or
                           condition known to the Company which it is reasonable
                           to expect will, in any one case or in the  aggregate,
                           materially   adversely  affect  in  the  future,  the
                           condition    (financial   or   otherwise),    assets,
                           liabilities,  working  capital,  reserves,  earnings,
                           business or prospects of the Company.

2.       CORPORATE MATTERS
         -----------------

         2.1      Directors
                  ---------

         The only  directors  and secretary of the Company are the persons whose
         names are listed in relation to the Company in Schedule 3.

         2.2      Options over the Company's capital
                  ----------------------------------

         2.2.1    Except as  required by this  Agreement  and as  otherwise  set
                  forth  in  Section   2.3.1,   there  are  no   agreements   or
                  arrangements in force which provide for the issue,  allotment,
                  or  transfer  of, or grant to any  person  the right  (whether
                  conditional or otherwise) to call for the issue,  or allotment
                  of share or loan capital of the Company.


                                       16

<PAGE>




         2.3      Shares
                  ------

         2.3.1    The (i) authorized, issued and outstanding shares of capital
                  stock of the Company and (ii) authorized shares of capital
                  stock of the Company reserved for issuance upon exercise or
                  conversion of any outstanding options, warrants, subscriptions
                  or other rights or obligations to purchase or acquire any of
                  such shares, or upon conversion of any outstanding convertible
                  securities, are set forth on Schedule 2.3.1 hereto.  All of
                  the issued and outstanding shares of Common Stock have been
                  duly authorized and validly issued, are fully paid and non-
                  assessable, and have been offered, issued, sold, and delivered
                  by the Company in compliance with all applicable domestic and
                  foreign federal and state securities laws.  Upon delivery in
                  accordance with the terms hereof, the Transferred Shares will
                  have been duly authorized and validly issued, and will be
                  fully paid and nonassessable, free of all preemptive and
                  similar rights.  The Common Stock issuable upon conversion of
                  the Loan Stock has been duly reserved for issuance, and upon
                  issuance in accordance with the Loan Stock Instruments, will
                  be duly authorized and validly issued, fully paid and non-
                  assessable, free of all preemptive and similar rights.

          2.3.2   No share or loan  capital  has been  issued  or  allotted,  or
                  agreed to be  issued or  allotted,  by the  Company  since the
                  Management Accounts Date.

          2.4     Company Articles of Incorporation and Bylaws provided to
                  --------------------------------------------------------
                  Investors; Company books and resolutions
                  ----------------------------------------

          2.4.1   Copies of the Company's  Articles of Incorporation  and Bylaws
                  are true and accurate and complete.

          2.4.2   The Company's  stockholders'  register and other company books
                  have been  properly  kept and contain an accurate and complete
                  record of the matters with which they should deal.

          2.4.3   There are no matters in any of the  above-mentioned  documents
                  which would restrict the Company from entering into any of the
                  agreements  contemplated  by  this  Agreement  and  the  other
                  documents mentioned herein.

          2.5     Documents filed
                  ---------------

         Except  as set  forth in  clause  6 of this  Schedule  4, all  returns,
         particulars, resolutions and documents required by relevant legislation
         or other  relevant  authority to be filed have been duly filed and were
         correct and the Company  has  complied  with  relevant  legislation  in
         connection  with its  formation,  the  allotment  or  issue of  shares,
         debentures  and other  securities,  the  payment of  dividends  and the
         conduct of its business.


                                       17

<PAGE>




         2.6      Investigations
                   --------------

         No  investigations  or enquiries by, or on behalf of, a governmental or
         other body in respect of the affairs of the Company are taking place or
         to the knowledge of the Existing Directors pending.

         2.7      Organization of the Company
                  ---------------------------

         The Company is duly incorporated, validly existing and in good standing
         under the laws of the State of Colorado. The Company has full corporate
         power and authority to own, lease and operate its properties and assets
         and to carry on its business as now being  conducted,  and is qualified
         to do business as a foreign corporation and is in good standing in each
         jurisdiction  (domestic,  foreign or otherwise)  in which  property and
         assets  owned,  leased or operated by it or the nature of the  business
         conducted by it makes such qualification necessary.

         2.8      Subsidiaries
                  ------------

         The   following  is  a  complete  and  accurate  list  of  all  of  the
         corporations,  partnerships,  joint ventures or other entities in which
         the  Company  either owns  capital  stock or is a partner or is in some
         other manner  affiliated  through an investment or participation in the
         equity of such entity (each such wholly-owned or majority-owned entity,
         a  "Subsidiary"):  INVU plc (Company  number  3375359),  INVU  Services
         Limited (Company number 3319922) and INVU International Holding Limited
         (Company Number 03340939).  The outstanding shares of such Subsidiaries
         have been duly and validly  authorized  and issued,  are fully paid and
         nonassessable,  and were issued pursuant to, and within the limitations
         contained in,  appropriate  and effective  permits and consents of each
         governmental  authority from whom any permit or consent was required by
         law, and the outstanding shares owned by the Company are owned free and
         clear of any  claims,  liens,  pledges,  options,  charges,  easements,
         security interests, rights of way, encumbrance or other rights of third
         parties  (hereinafter  referred  to as  "Encumbrances").  There  are no
         subscriptions, options, warrants, calls, commitments or other rights of
         any  kind   outstanding   for  the  purchase  of,  nor  any  securities
         convertible or  exchangeable  for, any securities of the  Subsidiaries.
         Each of the  Subsidiaries  is a  corporation  duly  organized,  validly
         existing and in good standing under the  jurisdiction of its formation,
         with corporate  power to own its properties and conduct its business as
         now being  conducted  and is duly  qualified  and in good  standing  to
         transact business in each jurisdiction where, by virtue of its business
         carried on or properties owned, it is required to be so qualified.


                                       18

<PAGE>




         2.9      Authority
                  ---------

         2.9.1    The execution, delivery and performance of this Agreement and
                  the Loan Stock Instruments and the consummation of the trans-
                  actions contemplated hereby and thereby by the Company have
                  been duly authorized by all requisite corporate action, and no
                  other acts or other proceedings on the part of the Company or
                  its shareholders are necessary to authorize this Agreement and
                  the Loan Stock Instruments or the transactions contemplated
                  hereby and thereby.  This Agreement and the Loan Stock
                  Instruments have been duly and validly executed by the Company
                  and (assuming the due authorization, execution and delivery of
                  this Agreement by Investor) constitutes the legal, valid and
                  binding obligation of the Company, enforceable against it in
                  accordance with its terms.

         2.9.2    No  registration  with,  consent or approval of, notice to, or
                  other  action by, any  governmental  entity is required on the
                  part of the Company for the execution, delivery or performance
                  by the Company and the Executive  Directors of this  Agreement
                  and  the   documents   referenced   herein   or   where   such
                  registration, consent, notice or approval is required the same
                  has been  completed,  except for filings on Form D pursuant to
                  the Securities Act of 1933, as amended (the "Securities  Act")
                  in connection with the transactions contemplated hereby.

         2.10     No Conflict; Consents
                  ---------------------

         Neither the execution and delivery by the Company of this  Agreement or
         the Loan Stock  Instruments nor the  consummation  of the  transactions
         contemplated   hereby  or  thereby  nor  compliance  with  any  of  the
         provisions  hereof or  thereof  will (i)  conflict  with or result in a
         breach of any  provision  of its Articles of  Incorporation  or Bylaws,
         (ii) violate, conflict with, or result in a breach of any provision of,
         or  constitute  a default (or an event  which,  with notice or lapse of
         time or both,  would  constitute  a  default)  under,  or result in the
         termination  or in a  right  of  termination  or  cancellation  of,  or
         accelerate  the  performance  required by, or result in the creation of
         any restriction or charge on the business of the Company or Encumbrance
         upon any of its properties or result in being declared void,  voidable,
         without  further binding effect or subject to amendment or modification
         any  of the  terms,  conditions  or  provisions  of,  any  note,  bond,
         mortgage,  indenture,  deed of trust, any license,  franchise,  permit,
         lease,  contract,  agreement  or  other  instrument  or  commitment  or
         obligation to which the Company or any of its  properties  may be bound
         or  affected,  (iii)  violate  any  order,  writ,  injunction,  decree,
         judgment,  ruling, law, rule or regulation applicable to the Company or
         any of its  properties,  or  (iv)  require  any  consent,  approval  or
         authorization of, or notice to, or declaration,  filing or registration
         with,  any person or  entity,  except for  filings  required  on Form D
         pursuant to the  Securities  Act in  connection  with the  transactions
         contemplated hereby.


                                       19

<PAGE>

3.       TAX
         ---

         3.1      Disputes
                  --------

         3.1.1    No liability for taxation has arisen or accrued on the part of
                  the Company which remains undischarged.

         3.1.2    The Company is not liable to pay any interest,  penalty,  fine
                  or sum of a similar nature in respect of tax.

         3.2      Compliance with tax legislation

         The Company has materially complied with all requirements imposed on it
         by all  relevant  legislation  relating to tax and in  particular  have
         properly  kept all records and  documents so required to be kept,  have
         properly and punctually  made all returns and provided all  information
         to the relevant tax authorities as required.

4.       FINANCE
         -------

         4.0.1    Except for the Loan and the Existing  Facilities,  the Company
                  does  not  have  any  outstanding  borrowings,  overdrafts  or
                  indebtedness of whatsoever nature.

         4.0.2    The  Company  is  not  in  default  under  any  instrument  or
                  agreement constituting any indebtedness.

5.       TRADING
         -------

         5.1      Conduct of business in accordance with Articles of Incorpora-
                  -------------------------------------------------------------
                  tion
                  ----

         5.1.1    The Company has conducted  its affairs in accordance  with its
                  constitution  from  time  to  time  in  force  and  all  other
                  documents to which it has been a party.

         5.1.2    The Company is empowered  and qualified to conduct its affairs
                  and  carry on  business  in all  jurisdictions  in which it so
                  conducts.

         5.2      Litigation, disputes and winding up
                  -----------------------------------

         5.2.1    The Company nor, to the knowledge of Executive Directors,  any
                  person  for  whose  acts  or  defaults   the  Company  may  be
                  vicariously liable is engaged in civil or criminal  litigation
                  or arbitration  proceedings  as plaintiff or defendant;  there
                  are no such  proceedings  pending or, to the  knowledge of the
                  Executive  Directors,  threatened,  either by or  against  the
                  Company or such persons and there is nothing, to the knowledge
                  of the  Executive  Directors,  which is likely to give rise to
                  such litigation or arbitration.

         5.2.2    No order has been made,  or petition  presented or  resolution
                  passed  for  the  winding  up of  the  Company;  no  distress,
                  execution or other process has been levied in respect


                                       20

<PAGE>



                  of the Company  which  remains  undischarged;  and there is no
                  unfulfilled or unsatisfied judgment or court order outstanding
                  against the Company.

         5.3      Compliance with legislation
                  ---------------------------

         Except as  otherwise  provided in Section  6.1 hereof,  the Company has
         conducted  and is  conducting  its  business  in  accordance  with  all
         applicable  laws and  regulations,  whether  in the  United  Kingdom or
         elsewhere.  The Company has not received any written  notice that it is
         not in compliance with all such applicable laws and regulations, except
         where the  failure to be in such  compliance  would not have a material
         adverse effect.

         5.4      Licenses and consents
                  ---------------------

         The Company has  obtained all  necessary  licenses and consents for the
         proper  carrying on of its business and such  licenses and consents are
         valid and  subsisting  and the  Company is not in breach of any of such
         licenses or consents.

         5.5      Intellectual Property; Infringement
                  -----------------------------------

         5.5.1    The  Company  owns or  possesses  adequate  licenses  or other
                  rights to use all  patents,  copyrights,  trademarks,  service
                  marks, trade names, domain names, technology and know-how (the
                  "Proprietary  Rights")  necessary  to conduct its  business as
                  currently conducted.

         5.5.2    The Company is not obliged to pay a material royalty,  grant a
                  material license,  or provide other material  consideration to
                  any third party in connection with its Proprietary Rights.

         5.5.3    The Company's use of the Proprietary  Rights does not infringe
                  or conflict with the rights of others, and the Company has not
                  received any notice of any such  infringement or conflict with
                  respect to its use of the Proprietary Rights.

         5.5.4    The  discoveries,  inventions,  products or  processes  of the
                  Company do not, to the  knowledge of the Company,  infringe or
                  conflict  with any right or patent of any third party,  or any
                  discovery,  invention, product or process which is the subject
                  of a patent application filed by any third party, known to the
                  Company,  which  could have a material  adverse  effect on the
                  Company.

         5.5.5    No third party (including any current or former employee of or
                  consultant  to the  Company or any  academic  or  governmental
                  organization)  possesses any rights to any of the  Proprietary
                  Rights of the Company which,  if exercised,  could enable such
                  third party to develop  products or services  competitive with
                  those of the Company or could have a material  adverse  effect
                  on the Company to conduct its business as currently conducted.


                                       21

<PAGE>




         5.6      Payments
                  --------

         The Company has not, directly or indirectly, paid or delivered any fee,
         commission  or  other  sum  of  money  or  item  or  property,  however
         characterized,  to any  finder,  agent,  government  official  or other
         party,  in the  United  States  or any other  country,  which is in any
         manner related to the business or operations of the Company,  which the
         Company  knows or has reason to believe to have been illegal  under any
         federal,  state or local laws of the United States or any other country
         having jurisdiction; and the Company has not participated,  directly or
         indirectly, in any boycotts or other similar practices affecting any of
         its actual or potential customers and has at all times done business in
         an open and ethical manner.

         5.7      Dissolution; Bankruptcy
                  -----------------------

         The Company has not taken any action nor, to the best of its knowledge,
         have any other steps been taken or legal  proceedings  started  against
         the Company for its  winding-up or  dissolution or for it to enter into
         any  arrangement or composition  for the benefit of creditors,  nor, to
         the Company's knowledge,  have any steps been taken for the appointment
         of a  receiver,  administrator,  administrative  receiver,  trustee  or
         similar officer of it or any of its properties or other assets.

         5.8      Year 2000 Compliance
                  --------------------

         To the best of the Company's  knowledge,  none of the computer  systems
         owned or  operated by the  Company,  and none of the  computer  systems
         operated by any third party for the benefit of the  Company,  including
         without  limitation,  any such  mainframe  computer  systems,  computer
         networks and personal computer systems,  and none of the computer-based
         products or services  provided by the Company to others,  contains  any
         hardware,  software or process  which is incapable of  recognizing  and
         correctly  calculating  dates on and after  January 1,  2000,  or which
         would  otherwise cause such computer  systems,  products or services to
         fail to perform any of their  intended  functions in a proper manner in
         connection  with data  containing  any date on or after January 1, 2000
         (the "Year 2000 Problem"), and, to the best of the Company's knowledge,
         none of such computer systems,  products or services will result in the
         failure or  disruption of any of the  Company's  business,  operations,
         financial  reporting,  tax reporting,  inventory  management,  accounts
         receivable  systems,  accounts  payable systems,  invoicing,  delivery,
         personnel management or records, benefits records or administration, or
         any other records or systems, as a result of the Year 2000 Problem.

         5.9      Third Party Year 2000 Compliance
                  --------------------------------

         The Company  believes it has taken all reasonable  steps to assure that
         all venders,  distributors,  customers, lenders and other third parties
         for which a business failure or material  business  interruption  would
         have a material  adverse  effect on the Company ("Key Third  Parties"),
         have  taken  reasonable  steps to  confirm  that the  computer  systems
         operated by such Key Third Parties  recognize  and correctly  calculate
         dates on or after January 1, 2000 ("Year 2000 Compliant"), and that the
         Key Third Parties have implemented reasonable procedures and


                                       22

<PAGE>



         systems to minimize the risk that they do business  with parties  whose
         computer systems are not Year 2000 Compliant.

6.       SECURITIES LAWS
         ---------------

          6.1  The Company's  Common Stock is registered  under Section 12(g) of
               the U. S. Securities  Exchange Act of 1934 (the "1934 Act"),  and
               such  registration  has not  been  terminated  and the  Company's
               reporting obligations  thereunder have not been suspended and are
               in effect.  As of their respective  dates, all documents filed by
               the Company with the U.S. Securities and Exchange Commission (the
               "SEC")  pursuant to the 1934 Act and the  Securities Act from and
               after August 31, 1998 complied in all material  respects with the
               requirements  of said acts and the rules and  regulations  of the
               SEC thereunder  and none of said  documents  contained any untrue
               statement of a material  fact or omitted to state a material fact
               required to be stated  therein,  or necessary to be made in light
               of the statements  contained  therein.  Since August 31, 1998 the
               Company has made all  filings  required to be made by it with the
               SEC except for the Company's 8K-A for [the  financials  regarding
               the  acquisition],  10-Q for the quarter  ended October 30, 1998,
               10K for the fiscal  year ended  January 31, 1999 and 10-Q for the
               quarter ended April 30, 1999.  The Company  believes that (A) the
               Company's   (i)   8K-A   for  [the   financials   regarding   the
               acquisition],  (ii) 8-K for the  change in the  Company's  fiscal
               year,  (iii) 10-Q for the quarter ended October 30, 1998 and (iv)
               10K for the fiscal  year ended  January  31,  1999,  will be each
               filed with the SEC in form and substance in compliance  with said
               acts and rules and regulations no later than August 31, 1999, and
               (B) the Company's  10-Q for the quarter ended April 30, 1999 will
               be filed with the SEC in form and  substance in  compliance  with
               said acts and rules and  regulations  no later than September 30,
               1999.

          6.2  Neither  the  Company  nor the  Common  Stock  is  listed  on any
               exchange  or  securities  market,  whether  domestic  or foreign,
               except that the Common Stock is traded on the OTC.

          AS WITNESS the hands of the parties the day and year first above
written

   EXECUTED as a DEED and DELIVERED                   )
   by INVU, INC. acting by two directors/director     )       Director
   and Secretary                                      )       Director/Secretary




   EXECUTED as a DEED and DELIVERED                   )
   by ALAN DAVID GOLDMAN                              )
   in the presence of:-                               )





                                       23

<PAGE>


   EXECUTED as a DEED and DELIVERED                   )
   by VERTICAL INVESTMENTS LIMITED                    )       Director
   acting by two directors/director and secretary     )       Director/Secretary



   EXECUTED as a DEED and DELIVERED                   )
   by INVU SERVICES LIMITED                           )       Director
   acting by two directors/director and secretary     )       Director/Secretary


                                       24