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

No. [number]
US$[number]

                    3% CONVERTIBLE DEBENTURE DUE [DATE], 2003

         THIS DEBENTURE is one of a duly authorized issue of Debentures of INVU,
Inc., a Colorado  corporation (the "Company"),  designated as its 3% Convertible
Debentures,  due [date],  2003 (the  "Debentures"),  in an  aggregate  principal
amount of up to US$5,000,000.

         FOR VALUE  RECEIVED,  the  Company  promises  to pay to [name],  or its
registered  assigns (the  "Holder"),  the principal sum of [amount]  Dollars (US
$[number]),  on or  prior to  [date],  2003  (the  "Maturity  Date")  and to pay
interest to the Holder on the  principal  sum, at the rate of three percent (3%)
per annum. Interest shall accrue daily commencing on the date twelve (12) months
after the Original Issue Date (as defined in Section 1) until payment in full of
the principal sum, together with all accrued and unpaid interest,  has been made
or duly provided  for. If at any time after the original  Issue Date an Event of
Default has occurred  and is  continuing,  interest  shall accrue at the rate of
fifteen  percent  (15%) per annum from the date of the Event of Default  and the
applicable  cure period through and including the date of payment.  Interest due
and payable  hereunder  shall be paid to the person in whose name this Debenture
(or one or more  successor  Debentures)  is  registered  on the  records  of the
Company  regarding  registration and transfers of the Debentures (the "Debenture
Register");  provided, however, that the Company's obligation to a transferee of
this Debenture arises only if such transfer,  sale or other  disposition is made
in  accordance  with the  terms and  conditions  hereof  and of the  Convertible
Debenture Purchase Agreement by and between the Company and the Holder, dated as
of May __,  2000,  as  amended  from  time to time (the  "Purchase  Agreement"),
executed by the original  Holder.  A transfer of the right to receive  principal
and  interest  under  this  Debenture  shall be  transferable  only  through  an
appropriate entry in the Debenture Register as provided herein.



<PAGE>



         This Debenture is subject to the following additional provisions:

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

                  "Adjusted  Conversion  Price"  means  the  lesser of the Fixed
Conversion  Price or the Floating  Conversion  Price one day prior to the record
date set for the  determination of stockholders  entitled to receive  dividends,
distributions,  rights or warrants as provided for in Sections  4(c)(ii),  (iii)
and (iv).

                  "Attorney-in-Fact" shall have the same meaning as used in  the
Purchase Agreement.

                  "Conversion Date"  means  the  date  on  which  a  Notice   of
Conversion is dated.

                  "Conversion  Ratio" means,  at any time, a fraction,  of which
the numerator is the principal amount  represented by any Debenture plus accrued
but unpaid  interest,  and of which the  denominator is the Conversion  Price at
such time.

                  "Escrow Agent"  means  the  Escrow  Agent  as  defined  in the
Purchase Agreement.

                  "Junior  Securities"  means the Common Stock, all other equity
securities  of the  Company  and all  other  debt  that is  subordinated  to the
Debenture by its terms.

                  "Original  Issue  Date"  shall  mean  the  date  of the  first
issuance of this Debenture regardless of the number of transfers hereof.

                  Section 2.        Denominations of Debentures.

                  The Debentures are issuable in  denominations  of One Thousand
Dollars   (US$1,000.00)   and  integral   multiples  of  One  Thousand   Dollars
(US$1,000.00)  in excess thereof.  The Debentures are  exchangeable for an equal
aggregate principal amount of Debentures of different authorized  denominations,
as requested by the Holder  surrendering  the same, but shall not be issuable in
denominations  of  less  than  integral   multiplies  of  One  Thousand  Dollars
(US$1,000.00).   No  service  charge  to  the  Holder  will  be  made  for  such
registration of transfer or exchange.

                  Section 3.        Events of Default and Remedies.

         I.  "Event of  Default",  wherever  used  herein,  means any one of the
following  events  (whatever  the reason and  whether it shall be  voluntary  or
involuntary or effected by operation of law or pursuant to any judgment,  decree
or order of any court, or any order, rule or regulation of any administrative or
governmental body):




<PAGE>



                  (a) any default in the payment of the principal of or interest
on this  Debenture as and when the same shall  become due and payable  either at
the Maturity Date, by acceleration,  conversion,  or otherwise, and such default
shall not have been  remedied  within ten (10)  Business  Days after the date on
which written notice of such default shall have been given;

                  (b) the  Company  shall fail to  observe or perform  any other
covenant, agreement or warranty contained in, or otherwise commit any breach of,
this  Debenture,  and such failure or breach shall not have been remedied within
ten (10) Business Days after the date on which written notice of such failure or
breach shall have been given;

                  (c) the  occurrence  of any event or breach or  default by the
Company under the Purchase Agreement or any other Transaction  Document and such
failure or breach shall not have been  remedied  within ten (10)  Business  Days
after the date on which written notice of such failure or breach shall have been
given by the Purchaser;

                  (d) the Company or any of its  subsidiaries  shall  commence a
voluntary  case under the United States  Bankruptcy  Code as now or hereafter in
effect or any successor thereto (the "Bankruptcy  Code"); or an involuntary case
is commenced  against the Company under the Bankruptcy  Code and the petition is
not controverted  within thirty (30) days, or is not dismissed within sixty (60)
days,  after  commencement  of the case;  or a  "custodian"  (as  defined in the
Bankruptcy  Code) is appointed  for, or takes charge of, all or any  substantial
part  of the  property  of  the  Company  or the  Company  commences  any  other
proceeding under any reorganization,  arrangement, adjustment of debt, relief of
debtors,   dissolution,   insolvency  or  liquidation  or  similar  law  of  any
jurisdiction whether now or hereafter in effect relating to the Company or there
is commenced  against the Company any such proceeding which remains  undismissed
for a period of sixty (60) days;  or the  Company is  adjudicated  insolvent  or
bankrupt;  or any  order of  relief or other  order  approving  any such case or
proceeding is entered;  or the Company  suffers any appointment of any custodian
or the like  for it or any  substantial  part of its  property  which  continues
undischarged or unstayed for a period of sixty (60) days; or the Company makes a
general  assignment  for the benefit of creditors;  or the Company shall fail to
pay,  or shall  state that it is unable to pay,  or shall be unable to pay,  its
debts  generally as they become due; or the Company  shall call a meeting of its
creditors with a view to arranging a composition or adjustment of its debts;  or
the Company shall by any act or failure to act indicate its consent to, approval
of or acquiescence in any of the foregoing;  or any corporate or other action is
taken by the Company for the purpose of effecting any of the foregoing;

                  (e) the Company shall default in any of its obligations  under
any  mortgage,  indenture or instrument  under which there may be issued,  or by
which there may be secured or evidenced,  any  indebtedness of the Company in an
amount  exceeding  One Hundred  Thousand  Dollars  ($100,000.00),  whether  such
indebtedness  now exists or shall  hereafter be created and such  default  shall
result in such indebtedness  becoming or being declared due and payable prior to
the date on which it would otherwise become due and payable;




<PAGE>



                  (f) the  Company  shall  voluntarily  have  its  Common  Stock
deleted  or  delisted,  as the case may be,  from  the  OTCBB or other  national
securities  exchange or market on which such Common  Stock is listed for trading
or suspended from trading thereon,  and shall not have its Common Stock relisted
or have such suspension lifted, as the case may be, within five (5) Trading Days
of such deletion or delisting;

                  (g)  notwithstanding  anything  herein  to the  contrary,  the
Company   shall  fail  to  deliver  to  the  Escrow  Agent  share   certificates
representing  the Common Shares to be issued upon  conversion of the  Debentures
within ten (10) Business Days pursuant to written  notice by the Escrow Agent to
the Company that  additional  Shares are required in escrow  pursuant to Section
4.14 of the Purchase Agreement,  Article 2 of the Escrow Agreement,  and Section
4(b) of this Debenture;

                  (h) the Company shall issue a press release, or otherwise make
publicly  known,  that it is not honoring  properly  executed  Holder  Notice of
Conversions for any reason whatsoever;

                  (i) the  Registration  Statement  which is the  subject of the
Registration  Rights Agreement annexed as Exhibit C to the Purchase Agreement is
no longer effective as required under the Registration  Rights Agreement and the
Company does not cause such  Registration  Statement to become  effective within
ten (10) Business Days of not being effective;

                  (j) the  Company  shall  issue or enter into an  agreement  to
issue any equity or equity equivalent  security with a floating conversion price
substantially similar to the Debentures.

         II.  (a)  If any Event of Default occurs and continues, beyond any cure
period,  if any,  then so long as such Event of Default shall then be continuing
the Holder may, by notice to the  Company,  accelerate  all of the  payments due
under  this  Debenture  by  declaring  all  amounts  of this  Debenture,  to be,
whereupon  the  same  shall  become,   immediately   due  and  payable   without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
waived  by  the  Company,  notwithstanding  anything  herein  contained  to  the
contrary,  and the Holder may  immediately  and without  expiration of any grace
period  enforce any and all of its rights and remedies  hereunder  and all other
remedies available to it under applicable law. Such declaration may be rescinded
and  annulled  by  Holder  at any  time  prior  to  payment  hereunder.  No such
rescission or annulment  shall affect any subsequent  Event of Default or impair
any right  consequent  thereon.  This shall  include,  but not be limited to the
right to temporary,  preliminary  and permanent  injunctive  relief  without the
requirement of posting any bond or undertaking.

              (b)  Holder may   thereupon  proceed  to  protect  and enforce its
rights  either by suit in equity,  or by action at law, or by other  appropriate
proceedings  whether for the specific  performance  (to the extent  permitted by
law) of any covenant or agreement  contained in this  Debenture or in aid of the
exercise  of any power  granted in this  Debenture,  and  proceed to enforce the
payment of any of the  Debentures  held by it, and to enforce any other legal or
equitable right of such holder.




<PAGE>



              (c)  Except  as   expressly   provided  for  herein,  the  Company
specifically waives all rights it may have (i) to notice of nonpayment,  demand,
presentment,  protest  and  notice  of  protest  with  respect  to  any  of  the
obligations  hereunder or the shares; (ii) notice of acceptance hereof or of any
other action taken in reliance hereon, notice and opportunity to be heard before
the exercise by Holder of the remedies of self-help,  set-off,  or other summary
procedures and all other demands and notices of any description  except for cure
periods; and (iii) releases Holder, its officers,  directors,  agents, employees
and attorneys from all claims for loss or damage caused by any act or failure to
act on the part of  Holder,  its  officers,  attorneys,  agents,  directors  and
employees except for gross negligence or willful misconduct.

              (d)  As  a  non-exclusive  remedy,  in the Event of a Default, the
Holder can convert the remaining  principal  amount of the Debenture and accrued
interest at the lesser of the Fixed Conversion Price or the Floating  Conversion
Price upon giving a notice of conversion  to the Company.  The Company shall not
have the right to object to the conversion or the  calculation of the applicable
Conversion  Price, and the Escrow Agent shall release the shares of Common Stock
from escrow upon notifying the Company of the conversion.

         III. To  effectuate  the terms and  provision  of this  Debenture,  the
Holder may send notice of any  default to the  Company's  attorney-in-fact  (the
"Attorney-in-Fact")  as set forth  herein and send a copy of such  notice to the
Company and its counsel,  simultaneously,  and request the Attorney-in- Fact, to
comply  with  the  terms  of  this  Debenture  and  Purchase  Agreement  and all
agreements  entered  into  pursuant to the  Purchase  Agreement on behalf of the
Company.

                  Section 4.        Conversion

                  (a) The unpaid principal amount of this Debenture and interest
due thereon,  shall be convertible into shares of Common Stock at the Conversion
Ratio as defined  below,  and subject to the Limitation on Conversion in Section
4.19 of the Purchase Agreement, at the option of the Holder in whole or in part,
at any time, commencing on the Original Issue Date. The resale of such shares of
Common Stock has been  registered  under the Securities Act of 1933, as amended,
pursuant to the Registration Rights Agreement. Any conversion under this Section
4(a) shall be for a minimum principal amount of $10,000.00 of Debentures and the
interest accrued and due on such amount.  The Holder shall effect conversions by
surrendering  the Debenture  (or such  portions  thereof) to be converted to the
Company,  together with the form of conversion notice attached hereto as Exhibit
A (the "Holder Notice of  Conversion")  in the manner set forth in Section 4(j).
Each  Holder  Notice  of  Conversion  shall  specify  the  principal  amount  of
Debentures  and  related  interest to be  converted,  and the date on which such
conversion is to be effected (the "Holder Conversion Date").  Subject to Section
4, each Holder Notice of Conversion,  once given,  shall be irrevocable.  If the
Holder is converting  less than all of the principal  amount  represented by the
Debenture(s)  tendered  by the Holder in the Holder  Notice of  Conversion,  the
Company shall deliver to the Holder a new Debenture for such principal amount as
has not been  converted  within two (2) Business  Days of the Holder  Conversion
Date.  In the event that the Escrow Agent holds the  Debentures on behalf of the
Holder, the Company agrees that in lieu of surrendering the Debenture upon every
partial  conversion,  the Escrow  Agent  shall give the  Company  and the Holder



<PAGE>



written notice of the amount of the Debenture left unconverted.  Upon the entire
conversion of the Debenture or the Maturity  Date, the Escrow Agent shall return
the Debenture to the Company for cancellation.

                  (b) Not later than two (2) Business Days after the  Conversion
Date,  the  Escrow  Agent  will  deliver  to the  Holder  (i) a  certificate  or
certificates   which   shall  be  free  of   restrictive   legends  and  trading
restrictions,  representing  the number of shares of Common Stock being acquired
upon the  conversion  of  Debentures  and (ii) once  received  from the Company,
Debentures in principal  amount equal to the principal  amount of Debentures not
converted;  provided,  however that the Company  shall not be obligated to issue
certificates  evidencing the shares of Common Stock issuable upon  conversion of
any Debentures,  until the Debentures are either delivered for conversion to the
Escrow  Agent or  Company or any  transfer  agent for the  Debentures  or Common
Stock,  or the Holder  notifies the Company that such Debentures have been lost,
stolen or  destroyed  and  provides an agreement  reasonably  acceptable  to the
Company to  indemnify  the Company  from any loss  incurred by it in  connection
therewith.  In  the  case  of a  conversion  pursuant  to  a  Holder  Notice  of
Conversion,  if such  certificate or certificates  are not delivered by the date
required  under this  Section  4(b),  the Holder  shall be entitled by providing
written  notice to the  Company  at any time on or before  its  receipt  of such
certificate or certificates  thereafter,  to rescind such  conversion,  in which
event  the  Company  shall  immediately  return  the  Debentures   tendered  for
conversion.

                      The  Company agrees that, at any time the conversion price
of the  Debentures  is such that the number of shares of Common  Stock in escrow
(the  "Debenture  Escrow  Shares")  is less than 200% of the number of shares of
Common  Stock  that  would be needed to satisfy  full  conversion  of all of the
Debentures  given  the then  current  conversion  price  (the  "Full  Conversion
Shares"),  upon five (5) days written notice of such circumstance to the Company
by  the  Purchaser   and/or  Escrow  Agent,  it  will  issue   additional  share
certificates in the names of each of the Purchasers in  denominations  of 10,000
shares,  and  deliver  same to the  Escrow  Agent,  such that the new  number of
Debenture Escrow Shares is equal to 200% of the Full Conversion Shares.

                  (c) (i) The  Conversion  Price for each Debenture in effect on
any  Conversion  Date  shall be the  LESSER of (X) [the  lower of US$3.00 or one
hundred twenty-five percent (125%) of the average Per Share Market Value for the
five (5)  Trading  Days  immediately  prior to the  Closing  Date]  (the  "Fixed
Conversion Price") or (Y) seventy five percent (75%) of the average of the three
(3) lowest  Per Share  Market  Value  prices  during the thirty  (30) day period
immediately  preceding the Conversion Date ("Floating  Conversion  Price").  The
conversion  of the  Debentures  is subject to the  Limitation  on  Conversion in
Section 4.19 of the Purchase Agreement as set forth below.

                  "In  addition  to  and  not in  lieu  of  the  limitations  on
                  conversion  set forth in the  Debentures,  the  conversion and
                  exercise  rights  of each of the  Purchasers  set forth in the
                  Debentures and the Warrants, as applicable,  shall be limited,
                  solely to the extent  required,  from time to time, such that,
                  unless each of the  Purchasers  give written notice 75 days in
                  advance  to the  Company  of their  intention  to  exceed  the
                  Limitations of Conversions as defined herein,  with respect to
                  all  or  a  specified   amount  of  the   Debentures  and  the
                  corresponding number of



<PAGE>



                  corresponding number of the Underlying Shares, in  no instance
                  shall the  maximum  number of shares  of  Common  Stock  which
                  the Purchasers  (singularly, together  with any Persons who in
                  the determination  of  such  Purchasers,  together  with  such
                  Purchasers,  constitute  a  group  as defined in Rule 13d-5 of
                  the Exchange  Act) may receive in  respect  of any  conversion
                  of the Debentures,  or exercise of the   Warrants,  exceed, at
                  any one time,  an amount equal to  the  remainder of (i) 4.99%
                  of the then issued and outstanding  shares  of Common Stock of
                  the Company following such conversion  or  exercise minus (ii)
                  the  number of shares of Common  Stock  of  the  Company  then
                  owned by any of the  Purchasers  (including   any   shares  of
                  Common Stock deemed   beneficially   owned due to ownership of
                  the Debentures  and Warrants)  (the   foregoing   being herein
                  referred to as the  "Limitation  on  Conversion");   provided,
                  however,  that the Limitation  on  Conversion  shall not apply
                  to  any  forced  or   automatic   conversion  by  the  Company
                  pursuant  to Section  4(i) and   Section  5 of the  Debentures
                  and,  provided,  further,  that  if 10   Business  Days   have
                  elapsed since any of the  Purchasers   shall have  declared an
                  Event of Default (as that term is  defined  in the Convertible
                  Debenture)  and the Company  shall not  have  cured such Event
                  of Default,  the  provisions  of this   Section 4.19  shall be
                  null and void from and after such date.  The  Company   shall,
                  promptly upon its receipt of a notice of  conversion  tendered
                  by any of the Purchasers  (or its sole  designee)   under  the
                  Debentures, as applicable,  and upon its receipt of   a notice
                  of  exercise  under the terms of  the  Warrants,  notify  such
                  Purchaser  by  telephone  and  by  facsimile of the  number of
                  shares  of  Common  Stock  outstanding  on  such date and  the
                  number of Underlying  Shares which would be  issuable  to such
                  Purchaser (or its sole designee,  as the case may be)  if  the
                  conversion   requested  in  such   notice  of  conversion   or
                  exercise  requested in such  notice of exercise  were effected
                  in full, whereupon, notwithstanding  anything to  the contrary
                  set forth in the Debentures or  the  Warrants,  such Purchaser
                  may within one  Trading  Day of  its   receipt of the  Company
                  notice  required by this Section   4.19  by  facsimile  revoke
                  such  conversion  or  exercise to  the  extent (in whole or in
                  part) that it  determines  that such  conversion  or  exercise
                  would result in such Purchaser owning shares of  Common  Stock
                  in excess of the Limitation on Conversion."

                           (ii)     If  the  Company,  at  any  time  while  any
Debentures are  outstanding,  (a) shall pay a stock dividend or otherwise make a
distribution  or  distributions  on shares of its Junior  Securities  payable in
shares of its capital stock (whether payable in shares of its Common Stock or of
capital stock of any class),  (b) subdivide  outstanding  shares of Common Stock
into a larger number of shares,  (c) combine  outstanding shares of Common Stock
into a smaller number of shares, or (d) issue by  reclassification  of shares of
Common Stock any shares of capital stock of the Company, the Adjusted Conversion
Price designated in Section 4(c)(i) shall be multiplied by a fraction  of  which



<PAGE>



the  numerator  shall be the  number of shares  of Common  Stock of the  Company
outstanding  before such event and of which the denominator  shall be the number
of shares of Common Stock  outstanding  after such event.  Any  adjustment  made
pursuant to this Section 4(c)(ii) shall become effective  immediately  after the
record date for the  determination  of  stockholders  entitled  to receive  such
dividend  or  distribution  and shall  become  effective  immediately  after the
effective date in the case of a subdivision, combination or re-classification.

                           (iii)  If  the   Company,   at  any  time  while  any
Debentures  are  outstanding,  shall  issue or sell shares of Common  Stock,  or
options,  warrants or other rights to subscribe for or purchase shares of Common
Stock,  (excluding  shares of Common Stock  issuable  upon  exercise of options,
warrants or conversion rights granted as of the date hereof and 2,250,000 shares
of Common Stock  issuable  upon  exercise of options to be granted to members of
the Company's  management  and up to a maximum of 750,000 of shares to be issued
as compensation  to certain  persons) and at a price per share less than the Per
Share  Market  Value of Common  Stock at the issue  date  mentioned  below,  the
Adjusted Conversion Price designated in Section 4(c)(i) shall be multiplied by a
fraction, of which the denominator shall be the number of shares of Common Stock
(excluding  treasury shares, if any) outstanding on the date of issuance of such
rights or warrants plus the number of additional  shares of Common Stock offered
for subscription or purchase,  and of which the numerator shall be the number of
shares of Common Stock (excluding  treasury  shares,  if any) outstanding on the
date of issuance of such shares, options,  warrants or rights plus the number of
shares  which the  aggregate  offering  price of the  total  number of shares so
offered would purchase at such Per Share Market Value.  Such adjustment shall be
made  whenever  such rights or warrants are issued,  and shall become  effective
immediately after the record date for the determination of stockholders entitled
to receive such rights or warrants. However, upon the expiration of any right or
warrant to purchase Common Stock the issuance of which resulted in an adjustment
in the Conversion  Price  designated in Section 4(c)(i) pursuant to this Section
4(c)(iii),  if any such  right or warrant  shall  expire and shall not have been
exercised,  the Adjusted  Conversion  Price  designated in Section 4(c)(i) shall
immediately  upon such expiration be recomputed and effective  immediately  upon
such  expiration  be  increased  to the  price  which it would  have  been  (but
reflecting any other  adjustments  in the Conversion  Price made pursuant to the
provisions  of this Section 4 after the issuance of such rights or warrants) had
the adjustment of the Conversion  Price made upon the issuance of such rights or
warrants  been made on the basis of offering for  subscription  or purchase only
that number of shares of Common Stock  actually  purchased  upon the exercise of
such rights or warrants actually exercised.

                           (iv)     If the Company, at any time while Debentures
are  outstanding,  shall  distribute  to all holders of Common Stock (and not to
holders of  Debentures)  evidences  of its  indebtedness  or assets or rights or
warrants to subscribe for or purchase any security  (excluding those referred to
in Section 4(c)(iii) above) then in each such case the Conversion Price at which
each  Debenture  shall   thereafter  be  convertible   shall  be  determined  by
multiplying the Adjusted  Conversion  Price in effect  immediately  prior to the
record date fixed for  determination  of  stockholders  entitled to receive such
distribution  by a  fraction  of which  the  denominator  shall be the Per Share
Market Value of Common Stock  determined as of the record date mentioned  above,
and of which the  numerator  shall be such Per Share  Market Value of the Common



<PAGE>



Stock on such record date less the then fair market value at such record date of
the portion of such assets or evidence of indebtedness so distributed applicable
to one outstanding share of Common Stock as determined by the Board of Directors
in good faith;  provided,  however that in the event of a distribution exceeding
ten percent (10%) of the net assets of the Company, such fair market value shall
be determined by a nationally  recognized or major regional  investment  banking
firm or firm of independent  certified public accountants of recognized standing
(which may be the firm that regularly  examines the financial  statements of the
Company) (an "Appraiser") selected in good faith by the holders of a majority of
the principal amount of the Debentures then outstanding;  and provided,  further
that the Company,  after receipt of the  determination  by such Appraiser  shall
have the right to select an additional Appraiser,  in which case the fair market
value  shall  be  equal  to the  average  of the  determinations  by  each  such
Appraiser.  In either case the  adjustments  shall be  described  in a statement
provided  to the Holder and all other  holders of  Debentures  of the portion of
assets or evidences of indebtedness so distributed or such  subscription  rights
applicable to one share of Common Stock.  Such adjustment shall be made whenever
any such  distribution is made and shall become effective  immediately after the
record date mentioned above.

                           (v) All  calculations  under this  Section 4 shall be
made to the nearest  1/1000th of a cent or the nearest  1/1000th of a share,  as
the case may be. Any calculation  over .005 shall be rounded up to the next cent
or share  and any  calculation  less  than  .005  shall be  rounded  down to the
previous cent or share.

                           (vi)     In the event the  Conversion  Price  is  not
adjusted  pursuant to Section  4(c)(ii),  (iii),  (iv),  or (v),  within two (2)
Business Days following the occurrence of an event described therein, the Holder
shall have the right to require the Company to redeem the  Debentures at 135% of
par value and  simultaneously  pay such  amount  and all  accrued  interest  and
dividends  to the Holder  pursuant to the written  instructions  provided by the
Holder.

                           (vii)  Whenever  the  Conversion  Price  is  adjusted
pursuant to Section 4(c)(ii),(iii), (iv) or (v), or redeemed pursuant to Section
4(c)(vi),  the Company shall within two (2) days after the  determination of the
new  Conversion  Price mail and fax to the  Holder  and to each other  holder of
Debentures,  a  notice  ("Company  Notice  of  Conversion")  setting  forth  the
Conversion  Price after such  adjustment and setting forth a brief  statement of
the facts requiring such adjustment.

                           (viii) In case of any  reclassification of the Common
Stock,  any  consolidation or merger of the Company with or into another person,
the sale or transfer of all or substantially all of the assets of the Company or
any compulsory  share  exchange  pursuant to which the Common Stock is converted
into other  securities,  cash or property,  then each holder of Debentures  then
outstanding shall have the right thereafter to convert such Debentures only into
the shares of stock and other securities and property  receivable upon or deemed
to  be  held  by  holders  of  Common  Stock  following  such  reclassification,
consolidation, merger, sale, transfer or share exchange (except in the event the
property is cash, then the Holder shall have the right to convert the Debentures
and receive cash in the same manner as other stockholders), and the Holder shall
be entitled  upon such event to receive such amount of securities or property as
the shares of the  Common  Stock  into  which  such  Debentures  could have been
converted immediately prior to  such  reclassification,  consolidation,  merger,

<PAGE>



sale, transfer or share exchange would have been entitled. The terms of any such
consolidation, merger, sale, transfer or share exchange shall include such terms
so as to continue to give to the Holder the right to receive the  securities  or
property set forth in this Section 4(c)(viii) upon any conversion following such
consolidation,  merger,  sale, transfer or share exchange.  This provision shall
similarly apply to successive reclassifications, consolidations, mergers, sales,
transfers or share exchanges.

                           (ix)     If:

                                    (A)     the Company shall declare a dividend
                                            (or any other distribution)  on  its
                                            Common Stock; or

                                    (B)     the Company  shall declare a special
                                            nonrecurring  cash  dividend on or a
                                            redemption of its Common Stock; or

                                    (C)     the  Company  shall   authorize  the
                                            granting   to  all  holders  of  the
                                            Common  Stock  rights or warrants to
                                            subscribe for or purchase any shares
                                            of capital  stock of any class or of
                                            any rights; or

                                    (D)     the  approval of any stockholders of
                                            the Company  shall  be  required  in
                                            connection with any reclassification
                                            of the Common  Stock  of the Company
                                            (other   than   a   subdivision   or
                                            combination   of   the   outstanding
                                            shares   of   Common   Stock),   any
                                            consolidation or merger to which the
                                            Company  is  a  party,  any  sale or
                                            transfer of all or substantially all
                                            of the assets of the Company, or any
                                            compulsory  share  exchange  whereby
                                            the  Common  Stock is converted into
                                            other  securities, cash or property;
                                            or

                                    (E)     the  Company  shall   authorize  the
                                            voluntary       or       involuntary
                                            dissolution,      liquidation     or
                                            winding-up  of  the  affairs  of the
                                            Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Debentures,  and shall cause to be mailed and faxed
to the Holder and each other holder of Debentures at their last  addresses as it
shall appear upon the  Debenture  Register,  at least thirty (30)  calendar days
prior to the applicable record or effective date hereinafter specified, a notice
stating  (x) the date on which a record is to be taken for the  purpose  of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken,  the date as of which  the  holders  of  Common  Stock of record to be
entitled to such dividend, distributions,  redemption, rights or warrants are to
be determined,  or (y) the date on which such  reclassification,  consolidation,
merger, sale, transfer, share exchange,  dissolution,  liquidation or winding-up
is expected to become  effective,  and the date as of which it is expected  that
holders of Common Stock of record shall be entitled to exchange  their shares of
Common   Stock   for   securities   or  other  property  deliverable  upon  such



<PAGE>



reclassification,   consolidation,   merger,  sale,  transfer,  share  exchange,
dissolution,  liquidation or winding-up;  provided, however, that the failure to
mail such  notice or any defect  therein  or in the  mailing  thereof  shall not
affect the  validity of the  corporate  action  required to be specified in such
notice.

                  (d) If at any time conditions  shall arise by reason of action
or inaction  taken by the Company which in the opinion of the Board of Directors
are not  adequately  covered  by the other  provisions  hereof  and which  might
materially  and adversely  affect the rights of the Holder and all other holders
of Debentures  (different  than or  distinguished  from the effect  generally on
rights of holders of any class of the  Company's  capital  stock),  the  Company
shall,  at least thirty (30) calendar  days prior to the effective  date of such
action,  mail and fax a written  notice to each  holder  of  Debentures  briefly
describing  the action  contemplated  and the material  adverse  effects of such
action on the rights of such holders and an Appraiser selected by the holders of
majority  in  principal  amount of the  outstanding  Debentures  shall  give its
opinion  as to the  adjustment,  if any (not  inconsistent  with  the  standards
established  in  this  Section  4),  of  the  Conversion  Price  (including,  if
necessary,  any  adjustment  as to the  securities  into  which  Debentures  may
thereafter be convertible) and any distribution which is or would be required to
preserve  without  diluting the rights of the holders of  Debentures;  provided,
however, that the Company, after receipt of the determination by such Appraiser,
shall  have the right to  select  an  additional  Appraiser,  in which  case the
adjustment shall be equal to the average of the adjustments  recommended by each
such  Appraiser.  The Board of Directors  shall make the adjustment  recommended
forthwith upon the receipt of such opinion or opinions or the taking of any such
action  contemplated,  as the  case  may  be;  provided,  however,  that no such
adjustment  of the  Conversion  Price  shall be made which in the opinion of the
Appraiser(s)  giving  the  aforesaid  opinion  or  opinions  would  result in an
increase  of the  Conversion  Price to more than the  Conversion  Price  then in
effect.

                  (e) The Company  covenants  that it will at all times  reserve
and keep available out of its  authorized  and unissued  Common Stock solely for
the purpose of issuance upon conversion of Debentures as herein  provided,  free
from preemptive rights or any other actual contingent purchase rights of persons
other than the holders of  Debentures,  such number of shares of Common Stock as
shall be issuable  (taking  into account the  adjustments  and  restrictions  of
Section  4(c) and Section  4(d) hereof)  upon the  conversion  of the  aggregate
principal amount of all outstanding  Debentures.  The Company covenants that all
shares of Common Stock that shall be so issuable shall,  upon issue, be duly and
validly authorized, issued and fully paid and nonassessable.

                  (f) No  fractional  shares of Common  Stock  shall be issuable
upon a  conversion  hereunder  and the  number of  shares to be issued  shall be
rounded up to the nearest whole share.  If a fractional  share  interest  arises
upon any conversion hereunder, the Company shall eliminate such fractional share
interest by issuing Holder an additional full share of Common Stock.

                  (g) The issuance of certificates for shares of Common Stock on
conversion  of  Debentures  shall be made  without  charge to the Holder for any
documentary  stamp or similar  taxes that may be payable in respect of the issue
or delivery of such certificate, provided that the Company shall not be required
to  pay  any  tax that may be payable in respect of any transfer involved in the



<PAGE>



issuance and delivery of any such  certificate  upon  conversion in a name other
than  that of the  Holder  and the  Company  shall not be  required  to issue or
deliver such certificates  unless or until the person or persons  requesting the
issuance  thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

                  (h)  Debentures  converted into Common Stock shall be canceled
upon conversion.

                  (i) On the Maturity Date, the unconverted  principal amount of
the  Debentures and all interest due thereon shall either be paid off in full by
the Company or, if payment in full is not received within ten (10) Business Days
after the Maturity Date,  convert  automatically  into shares of Common Stock at
the lesser of the Fixed Conversion Price or the Floating Conversion Price as set
forth in Section 4(c)(i).

                  (j)  Each  Holder  Notice  of  Conversion  shall  be  given by
facsimile to the Escrow Agent no later than 4:00 pm New York Time.  Upon receipt
of such Notice of  Conversion,  the Escrow  Agent shall  forward  such Notice of
Conversion  to the Company by facsimile by the end of the Business Day, on which
received,  assuming  received by 6:00 pm New York Time and if  thereafter on the
next  Business  Day,  at the  facsimile  telephone  number  and  address  of the
principal  place of business of the Company.  Each Company  Notice of Conversion
shall be given by  facsimile  addressed  to each  holder  of  Debentures  at the
facsimile  telephone number and address of such holder appearing on the books of
the  Company as  provided  to the Company by such holder for the purpose of such
Company Notice of Conversion,  with a copy to the Escrow Agent.  Any such notice
shall be deemed given and effective upon the  transmission  of such facsimile at
the  facsimile  telephone  number  specified in this Section 4(j) (with  printed
confirmation of  transmission).  In the event that the Escrow Agent receives the
Notice of Conversion after 4:00 p.m. New York Time, the Conversion Date shall be
deemed to be the next  Business  Day. In the event that the Notice of Conversion
is sent after the end of the  Business  Day,  notice will be deemed to have been
given the next Business Day.

                  Section 5.  Redemption  of  Debentures In the event the Holder
converts a portion of the Debenture resulting in the issuance of a [the Holder's
proportionate  share of an aggregate of 6,666,666] shares ("Maximum  Shares") of
Common Stock,  and so long as the Company is not in default of the Debenture and
the Purchase  Agreement,  then the Company may redeem the unconverted  principal
amount of the Debentures in accordance with the following:

                  (a) The Company may, upon no less that seven (7) Business Days
written  notice to the  Holder,  with a copy to the  Escrow  Agent,  redeem  the
Debentures  at one  hundred  thirty-five  percent  (135%)  of the par  value per
debenture plus accrued interest (the "Redemption Price").

                  (b) Within  five (5)  Business  Days of sending  the notice of
redemption,  the Company shall deposit the Redemption  Price by wire transfer to
the IOLA account of the Escrow Agent.  Upon receipt of the Redemption Price, the
Escrow  Agent shall  release the  Redemption  Price to the Holder and return the
remaining Debentures and Underlying Shares to the Company.




<PAGE>



                  (c) In the  event  that  the  Company  fails  to  deposit  the
Redemption Price in the Escrow Agent's IOLA account within the time allocated in
section (b) above, then the redemption shall be declared null and void.

                  (d)      The Maximum Shares shall be subject to adjustment  as
provided in Section 4(c).

                  Section 6. Except as expressly  provided herein,  no provision
of this Debenture shall alter or impair the obligation of the Company,  which is
absolute  and  unconditional,  to pay the  principal  of, and  interest on, this
Debenture at the time,  place,  and rate,  and in the coin or  currency,  herein
prescribed. This Debenture is a direct obligation of the Company. This Debenture
ranks pari passu with all other  Debentures  now or  hereafter  issued under the
terms  set  forth  herein.  The  Company  may  not  prepay  any  portion  of the
outstanding principal amount on the Debentures.

                  Section 7. This Debenture  shall not entitle the Holder to any
of the rights of a stockholder of the Company, including without limitation, the
right to vote, to receive dividends and other  distributions,  or to receive any
notice of, or to attend,  meetings of stockholders  or any other  proceedings of
the Company,  unless and to the extent  converted into shares of Common Stock in
accordance with the terms hereof.

                  Section 8. If this Debenture shall be mutilated,  lost, stolen
or  destroyed,   the  Company  shall  execute  and  deliver,   in  exchange  and
substitution for and upon cancellation of a mutilated  Debenture,  or in lieu of
or in substitution for a lost,  stolen or destroyed  debenture,  a new Debenture
for the  principal  amount  of this  Debenture  so  mutilated,  lost,  stolen or
destroyed  but  only  upon  receipt  of an  affidavit  of such  loss,  theft  or
destruction  of  such  Debenture,   and  reasonably  acceptable  indemnity,   if
requested, by the Company.

                  Section 9. This  Debenture  shall be governed by and construed
and  enforced  in  accordance  with the  internal  laws of the State of New York
without  regard to the  principles  of conflicts  of law thereof.  Any action to
enforce  the  terms of this  Debenture,  the  Purchase  Agreement  or any  other
Transaction  Document shall be  exclusively  brought in the state and/or federal
courts in the State and County of New York.  Service of process in any action by
the Holder to enforce the terms of this  Debenture may be made by serving a copy
of the summons and complaint,  in addition to any other relevant  documents,  by
commercial  overnight  courier to the Company at its principal address set forth
in the Purchase Agreement.

                  Section  10.  All  notices or other  communications  hereunder
shall be given,  and shall be deemed duly given and received,  if given,  in the
manner set forth in Section 4(j).

                  Section  11.  Any  waiver by the  Company  or the  Holder of a
breach of any provision of this  Debenture  shall not operate as or be construed
to be a waiver of any other  breach of such  provision  or of any  breach of any
other provision of this  Debenture.  The failure of the Company or the Holder to
insist  upon  strict  adherence  to any  term of this  Debenture  on one or more



<PAGE>



occasions  shall not be  considered  a waiver or deprive that party of the right
thereafter  to insist  upon strict  adherence  to that term or any other term of
this Debenture. Any waiver must be in writing.

                  Section 12. If any  provision  of this  Debenture  is invalid,
illegal or unenforceable,  the balance of this Debenture shall remain in effect,
and if any provision is  inapplicable  to any person or  circumstance,  it shall
nevertheless remain applicable to all other persons and circumstances.

                  Section 13. Whenever any payment or other obligation hereunder
shall be due on a day other than a Business  Day,  such payment shall be made on
the next succeeding Business Day.

                  Section 14. This Debenture may not be transferred or assigned,
in whole or in part, at any time,  except in compliance with applicable  federal
and state securities laws by the transferor and the transferee.

                  Section 15. In the event any Party  commences  legal action to
enforce its rights under this Debenture,  the non-prevailing party shall pay all
reasonable  costs  and  expenses   (including  but  not  limited  to  reasonable
attorney's fees,  accountant's  fees,  appraiser's fees and investigative  fees)
incurred in enforcing such rights.


                  IN WITNESS WHEREOF,  the Company has caused this instrument to
be duly executed by an officer  thereunto  duly  authorized as of the date first
above indicated.


                                            INVU, INC.



Attest: ______________________              By:______________________________
                                            Name:
                                            Title:



<PAGE>


                                    EXHIBIT A


                              NOTICE OF CONVERSION
                            AT THE ELECTION OF HOLDER

(To be Executed by the Registered Holder
in order to Convert the Debenture)

Except as provided by Section  4(b) of the  Debenture,  the  undersigned  hereby
irrevocably  elects to convert  the above  Debenture  No.  into shares of Common
Stock,  no par  value  per  share  (the  "Common  Stock"),  of INVU,  Inc.  (the
"Company")  according to the conditions hereof, as of the date written below. If
shares  are to be issued in the name of a person  other  than  undersigned,  the
undersigned  will pay all transfer  taxes  payable  with respect  thereto and is
delivering  herewith such  certificates and opinions as reasonably  requested by
the Company in accordance therewith. A fee of $350 will be charged to the Holder
for any  conversion  by the Escrow  Agent.  No other fees will be charged to the
Holder, except for such transfer taxes, if any.



Conversion calculations:    ------------------------------------------------
                            Date to Effect Conversion

                            ------------------------------------------------
                            Principal Amount of Debentures to be Converted

                            ------------------------------------------------
                            Interest to be Converted or Paid

                            ------------------------------------------------
                            Applicable Conversion Price (Pursuant to Section
                            4(c)(v))

                            ------------------------------------------------
                            Number of Shares to be Issued Upon Conversion


                            ------------------------------------------------
                            Signature


                            ------------------------------------------------
                            Name


                            ------------------------------------------------
                            Address