EXHIBIT 10.10


                              DISTRIBUTOR AGREEMENT


Agreement  between:  INVU Service Ltd  Incorporated  in England with  registered
number  3319922,  having  its  registered  office  at City  Tower,  Level  4, 40
Basinghall Street, London EC2V 5DE (hereby referred to as INVU) and

Company Name: CHS UK Holdings  Limited  Incorporated  in England with registered
number  03642647,  having its registered  office at Copse Road, St. Johns Woking
Surrey GU21 1st (hereby referred to as DNSP)


Date:    1/07/99


OVERVIEW

INVU is pleased to appoint  DNSP as an  executive  distributor  with effect from
1/07/99.  This  appointment  is for the INVU range of products as  specified  in
Appendix A ("INVU Product(s)").

This  Appointment  entitles  DNSP to  represent  itself as INVU only  authorized
Distributor  for INVU Products for the territory of England,  Scotland and Wales
(the "Territory").

In accordance with this appointment, DNSP agrees to use all reasonable endeavors
to promote and sell INVU's Products.

TERMS

1.   INVU  grants,  and DNSP  accepts,  this  appointment  as  INVU's  exclusive
     distributor  for the Territory,  for INVU Products for a period of 6 months
     from 1/07/99 such exclusivity  will be reviewed on 1/10/99.  This agreement
     shall be automatically  renewed for successive renewal terms of (12) months
     each,  unless  terminated  otherwise upon written notice in accordance with
     section  20.  INVU  agrees  not to  appoint  any  other  person to act as a
     distributor  for INVU Products  within the  Territory  during the course of
     this  agreement.  INVU  reserves the right to continue to sell  directly to
     end-users within the Territory.

2.   DNSP agrees to provide  qualified and competent sales and marketing  staff,
     and to use its reasonable endeavors to maximize the sales opportunities for
     INVU Products.

3.   Resellers  will  be  recruited  under  a  reseller   accreditation  scheme.
     Accreditation  will be charged at  (pound)1250.00.  DNSP will  receive  50%
     discount.  Accreditation  involves  three days  training and provision of a
     full working 5-user license for Internal use. Accredited  resellers receive
     30%  discount  off INVU  products.  Non-accredited  resellers  receive  20%
     discount off INVU  products but are only  entitled to supply  product only,
     and are not authorized to install and/or train.



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<PAGE>



4.   INVU  agrees to pass sales  leads  from the  Territory  to DNSP.  INVU also
     agrees to inform DNSP regarding trade shows,  promotional  material,  press
     releases and other relevant marketing  materials and activities in a timely
     fashion.  DNSP  undertakes  to  advise  INVU on a  monthly  basis as to the
     progress and follow up of all leads and customers contacts relevant to INVU
     Products.  DNSP also  undertakes  to provide a 90 days rolling  forecast of
     business  relevant to INVU.  Prior to commencement of this Agreement,  INVU
     and DNSP will agree a 12 months  forecasted  sales plan.  Upon execution of
     this  Agreement  and not later than July 31, 1999,  DNSP will purchase from
     INVU stock (in a mix to be agreed) to the value of (pound)25000 (the "Stock
     Mix"),  payable within 90 days from the date of invoice.  In the event that
     INVU Product(s)  supplied by INVU are returned to DNSP by customers for any
     reason  whatsoever  included  but not limited to  non-conformity  to INVU's
     Product(s)' specifications,  material defects, non-compatibility with other
     software applications,  lack of features, or failure to meet the particular
     purpose for which they were bought, DNSP shall be entitled to return all or
     part of the Stock Mix to INVU for full  credit  at the price  invoiced  and
     INVU shall repay any sums paid by DNSP under this  Agreement  forthwith  on
     demand  and  indemnity  DNSP  against  all  costs,  expenses,   losses  and
     liabilities incurred by DNSP in connection with the Agreement.

5.   All reasonable quantities of sales literature,  marketing materials and the
     like,  required in the normal  course of business from time to time by DNSP
     for  promoting,  selling and  marketing of INVU  Products from INVJ will be
     supplied free of charge.

6.   DNSP must ensure at all times that it employs  qualified  technical support
     and  sales  staff  which are  reasonably  sufficient  to  fulfil  sales and
     business  plans,  attend  customers'  needs and  effectively  support  INVU
     Products.

7.   DNSP will provide a first line  support  service to all its clients of INVU
     Products.  This service will handle the initial  customer call, and resolve
     any  issues,  which  could  normally be expected to be resolved by staff of
     reasonable  technical  competence.  INVU Services  will not handle  support
     calls from DNSP clients directly. Support is charged to the end user at 20%
     of license fee per annum. DNSP receive 50% discount. In addition, INVU will
     provide  an  upgrade  assurance  service  to end users at a further  10% of
     license fee per annum. DNSP receive 30% discount.

8.   INVU  Services  will provide  second line support and will  implement a web
     site  service for access to new  releases,  bug  clearances  and  technical
     updates.

9.   INVU shall  provide free of charge  reasonable  training to DNSP  technical
     support staff on INVU Product(s) and any INVU Product(s) new version and/or
     upgrade, as required by DNSP.

10.  DNSP will provide  details of all sales of INVU Products.  Including  sales
     value, customer name, number of licenses and support contracts. INVU agrees
     to keep  confidential  all such  information and to limit the disclosure of
     such  information  to INVU's  employees  on a need to know basis during the
     course and for two years following termination of this agreement.



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<PAGE>



11.  DNSP will maintain a working  demonstration  system for the nominated  INVU
     Products at all times. INVU will provide with  demonstration  software free
     of charge.  INVU  undertakes  during the  continuation of this agreement to
     maintain the software  content of the  demonstration  product to the latest
     specification  at all  times  at no  additional  cost  to  DNSP.  It is the
     responsibility  of DNSP to provide,  at their own cost,  whatever  hardware
     that is necessary to run the demonstration configuration.

12.  INVU  Product(s)  supplied  to DNSP by INVU  will be at 50%  discount  from
     INVU's published UK recommended retail price list.

13.  In addition, INVU agrees to hold a further credit of 2.5% to DNSP's account
     in a joint marketing fund. DNSP will submit marketing  projects to INVU for
     approval in order to utilize the marketing fund.

14.  As an exclusive  distributor DNSP must achieve sales forecasts with INVU as
     specified in appendix B. This  achievement will be reviewed monthly between
     DNSP and INVU and failure to achieve  minimum levels may lead to suspension
     of the contract.  However, such suspension will be subject to INVU's giving
     30 days  notice  to DNSP in order to give  opportunity  to DNSP to  achieve
     spend levels.

15.  Payment for all INVU Products shall be due and payable thirty days from the
     date of invoice. Invoices shall be dated and mailed on or after the date of
     shipment. Credit limit will be agreed from time to time by both parties and
     may be revised by INVU upon 30 days written notice.

16.  INVU  reserves  the right to amend the United  Kingdom  recommended  retail
     price list at any time  subject to 30 days notice in writing.  In the event
     of a price  decrease,  INVU shall  apply such  price  decrease  to all INVU
     Products ordered but not yet shipped at the time of the price decrease.  In
     addition DNS shall receive a credit for the difference  between the old and
     new price for INVU  Products  still  held in  inventory.  In the event of a
     price increase, INVU will apply such increased price to all orders received
     by INVU after the price increase effective date.

17.  INVU  shall  notify  DNSP of the  release  of new  versions  of any  INVU's
     Product(s).  In the event of such  release  DNSP may return to INVU all and
     any units of old  version of an INVU  Product  held in  inventory  that was
     originally  purchased  from and  invoiced  by  INVU.  Upon  receipt  of the
     returned INVU Product(s),  together with copies of the invoices identifying
     the returned  INVU  Product(s),  INVU shall issue a credit  against  future
     purchases for the amount paid by DNPS for INVU Product(s) returned to INVU.

18.  INVU  Product(s) at all times remain in  intellectual  property of INVU and
     source code and any  amendments  thereto  remain the sole property of INVU.
     Unless otherwise agreed in writing on a case by case basis,  DNSP shall not
     copy or replicate  the products.  In addition,  DNSP shall procure that any
     third parties,  customers,  employees and/or contractor agree in writing to
     acknowledge ownership of the software and products.  INVU warrants that (i)
     INVU  products do not  infringe  any  copyright  enforceable  in the United
     States of America or in the Territory,  and (ii) that INVU product  name(s)
     or trade mark do not infringe any


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<PAGE>



     trademark rights  enforceable in those  jurisdictions.  INVU agrees to held
     DNSP  harmless and defend DNSP from and against any and all damages,  costs
     expenses,  including  reasonable legal fees,  incurred in connection with a
     claim  which  would  constitute  a breach  of the  warranties  set forth in
     section  18.  INVU's   obligations  under  section  18  shall  survive  the
     expiration or termination of this agreement.

19.  INVU  warrants that the INVU  Product(s)  if supplied  will, at the time of
     delivery  to the  end-users,  be free  from  defects  in  materials,  be of
     merchantable  quality,  be Year 200  compliant  and be  conformed to INVU's
     applicable  standard  specifications.  INVU's  Product(s)  supplied by INVU
     which do not conform with the above  warranty shall be returned to INVU for
     full credit at the price invoiced.

20.  This Agreement may be terminated by either party without cause upon 30 days
     written notice. INVU shall upon termination repurchase all unsold stocks of
     INVU  Product(s)  fully  paid for by DNSP at a price no less than the price
     paid for such products by DNSP.

21.  Neither  party  shall  be  liable  to the  other  party  for  any  special,
     consequential  and/or  economic  losses,  damages  and/or claims  howsoever
     caused.

22.  Any  notice  given  under this  Agreement  to DNSP shall be sent to Unit 4,
     Great West Plaza, Riverbank Way, Brentford, Middlesex, TW8 9RE.

23.  This agreement  shall be governed and construed in accordance with the laws
     of England and Wales.


FOR AND ON BEHALF OF                      FOR AND ON BEHALF OF
INVU                                      CHS UK Holding Limited


Signature                                 Signature

Name                                      Name

Position                                  Position

Date                                      Date


                                        4

<PAGE>



APPENDIX A - INVU PRODUCTS COVERED BY THIS AGREEMENT


INVU PRO
INVU PRO (Network Edition)
INVU Webfast


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<PAGE>



APPENDIX B - DNSP Sales Forecasts


                   Forecast of INVU Document Management Sales
                   ------------------------------------------
                         September 1999 to February 2000
                         -------------------------------


DNSPaperlink  is looking to take INVU Services  Ltd.  INVU  Document  Management
Software as a distribution software product. DNSPaperlink has proven, through an
existing  network of some 3,000 dealers that it can  successfully  place product
into the market. These dealers address a wide range of end users, from the small
home office,  through to large  National and  International  customers.  Many of
these dealers are already aware of Document  Management and are either currently
actively  selling it as a major  production item or recognize it to be a product
that will bring  substantial  revenue in the near future and are looking to take
the right version on board.

By introducing INVU to these dealers we can tap a large market for this product.
There are specific  reasons as to why INVU would be attractive to these dealers.
These  reasons  are that INVU is able to offer  specific  functions  as standard
which are not found in many other  Document  Management/Imaging  systems.  These
features include:

                  Internet, Extranet and Intranet Access is available.

                  Boolean Search Facility of documents.

                  High Levels of security protection.

For this  reason I feel it would be possible to not only sign up dealers to sell
INVU who are new to selling  Document  Management/Imaging  systems,  but also to
convert   existing   dealers  who  are  currently   selling  a  rival   Document
Imaging/Management system.

To be able to seriously  develop the market,  it is suggested keeping the number
of dealers authorized to sell INVU  comparatively  small. The reason for this is
that Document Management products require a certain level of knowledge as to how
this  software will  integrate  into the overall  business  model of the company
requiring  it. A period  of  consultancy  will  also be  needed  to  ensure  the
requirements of the customer can and will be met, as well as a full installation
service for the  software.  Document  Management/Document  Imaging is a solution
sell, not an off the shelf shrink wrapped solution,  and the average dealer does
not have this level of expertise in house to enable them to sell this service to
his clients. Therefore I would have thought that we would need to look for:

                  A channel of up to 50 Gold Partners

                  A maximum of 100 other dealers.

The  differentiation  between these two categories  would be that a GOLD Partner
would be a dealer whose main business is Document  Management.  They  understand
the product and would be purchasing INVU on a regular monthly basis and has made
a specific comment to sell INVU. The


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<PAGE>



other dealers are those who see Document  Management as the way forward,  but do
not yet have the  required  expertise  in  house  to sell it.  They are  however
willing  to work with us to build up this  knowledge  to a level  where they can
confidently  consult on the product and would be in a position to buy INVU every
month. Over the period of a year to 18 months, the actual number of and specific
dealers  within each of these groups would  change,  some leaving the market for
whatever reason from both  categories,  and with dealers moving up into the GOLD
Partner status with other new ones joining from below.

To achieve  this we need to  actively  promote  the INVU  product  and  Document
Imaging in general. The end user base needs to be educated into Document Imaging
and only  companies  such as INVU  Services  Ltd.,  Fujitsu  and  Microsoft  can
effectively do this.

We would also look to  encourage  dealers to  incorporate  INVU within their own
software or solution product. Currently we have a number of dealers who could do
this, some having  identified  specific  markets for their own software,  having
already  front  ended it with an imaging  product.  We should  look to give them
assistance   in  changing  to  INVU,  by  offering  to  work  closely  with  the
manufacturer to assist in developing front-end  integration,  ideally at no cost
to  themselves.  The  reason  being  that I  believe  INVU  offers  considerable
advantages over their current  offering.  However,  more needs to be known about
INVU before we can  definitely say this is possible.  Some typical  applications
include:

Pensions Software specifically of companies with 5,000-personnel       2 dealers
Specific Police Applications                                           2 dealers
General Applications                                                   2 dealers
Healthcare Applications                                                2 dealers
Banking Applications                                                   2 dealers

These can lead to large  orders but there can also be long time  frames  between
orders.  However,  such accounts should be encouraged due to the potential and a
priority will be to visit and discuss the situation with each of these accounts,
as well as finding  new  vertical  market  specialists.  However,  we would need
assistance with ensuring INVU will integrate into their specific applications.

Targets

It is very  difficult  to break  INVU  down and say we should  expect  this each
month,  the sale is  extended  and  each  project  has a  different  mixture  of
requirements. However, the following should be achievable figures:






                                        7

<PAGE>

<TABLE>
<CAPTION>


-----------------------------------------------------------------------------------------------------------------------------
        Month            Licenses                   Units                     RRP              Buy Price          Total Buy
                                                                                                                    value
<S>                     <C>                           <C>               <C>                <C>                <C>

-----------------------------------------------------------------------------------------------------------------------------
September               Single Seat                   5                   (pound)260.00      (pound)130.00      (pound)660.00
-----------------------------------------------------------------------------------------------------------------------------
                        5 User                        6                 (pound)1,030.00      (pound)619.00    (pound)3,090.00
-----------------------------------------------------------------------------------------------------------------------------
                        10 User                       2                 (pound)1,810.00      (pound)905.00    (pound)1,810.00
-----------------------------------------------------------------------------------------------------------------------------
                        15 User                       2                 (pound)2,580.00    (pound)1,290.00    (pound)2,580.00
-----------------------------------------------------------------------------------------------------------------------------
                        20 User                                             (pound)0.00        (pound)0.00        (pound)0.00
-----------------------------------------------------------------------------------------------------------------------------
                        25 User                       2                 (pound)4,125.00    (pound)2,062.50    (pound)4,125.00
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                             (pound)12,255.00
-----------------------------------------------------------------------------------------------------------------------------
October                 Single Seat                   10                  (pound)260.00      (pound)130.00    (pound)1,300.00
-----------------------------------------------------------------------------------------------------------------------------
                        5 User                        3                 (pound)1,080.00      (pound)515.00    (pound)1,545.00
-----------------------------------------------------------------------------------------------------------------------------
                        10 User                       2                 (pound)1,810.00      (pound)905.00    (pound)1,810.00
-----------------------------------------------------------------------------------------------------------------------------
                        15 User                       4                 (pound)2,680.00    (pound)1,290.00    (pound)5,160.00
-----------------------------------------------------------------------------------------------------------------------------
                        20 User                       2                 (pound)3,360.00    (pound)1,680.00    (pound)3,360.00
-----------------------------------------------------------------------------------------------------------------------------
                        25 User                       6                 (pound)4,125.00    (pound)2,062.50   (pound)12,376.00
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                             (pound)25,550.00
-----------------------------------------------------------------------------------------------------------------------------
November                Single Seat                   15                  (pound)260.00      (pound)130.00    (pound)1,960.00
-----------------------------------------------------------------------------------------------------------------------------
                        5 User                        4                 (pound)1,030.00      (pound)515.00    (pound)2,060.00
-----------------------------------------------------------------------------------------------------------------------------
                        10 User                       4                 (pound)1,810.00      (pound)906.00    (pound)3,520.00
-----------------------------------------------------------------------------------------------------------------------------
                        15 User                       6                 (pound)2,580.00    (pound)1,290.00    (pound)7,740.00
-----------------------------------------------------------------------------------------------------------------------------
                        20 User                       4                 (pound)3,380.00    (pound)1,680.00    (pound)6,720.00
-----------------------------------------------------------------------------------------------------------------------------
                        25 User                       6                 (pound)4,125.00    (pound)2,062.50   (pound)12,375.00
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                             (pound)34,465.00
-----------------------------------------------------------------------------------------------------------------------------




------------------------------------------------------------------------------------------------------------------------------
        Month            Licenses                   Units                     RRP             Buy Price          Total Buy
                                                                                                                   Price
------------------------------------------------------------------------------------------------------------------------------
December                Single Seat                   10                  (pound)260.00      (pound)130.00    (pound)1,300.00
------------------------------------------------------------------------------------------------------------------------------
                        5 User                        4                 (pound)1,030.00      (pound)515.00    (pound)2,060.00
------------------------------------------------------------------------------------------------------------------------------
                        10 User                       4                 (pound)1,810.00      (pound)905.00    (pound)3,620.00
------------------------------------------------------------------------------------------------------------------------------
                        15 User                       4                 (pound)2,580.00    (pound)1,280.00    (pound)5,180.00
------------------------------------------------------------------------------------------------------------------------------


                                                         8

<PAGE>


------------------------------------------------------------------------------------------------------------------------------
        Month           Licenses                    Units                     RRP             Buy Price          Total Buy
                                                                                                                   Price
------------------------------------------------------------------------------------------------------------------------------
                        20 User                       5                 (pound)3,360.00    (pound)1,680.00    (pound)8,400.00
------------------------------------------------------------------------------------------------------------------------------
                        25 User                       6                 (pound)4,125.00    (pound)2,062.50   (pound)12,375.00
------------------------------------------------------------------------------------------------------------------------------
                                                                                                             (pound)32,915.00
------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------
January                 Single Seat                   20                  (pound)260.00      (pound)130.00    (pound)2,600.00
------------------------------------------------------------------------------------------------------------------------------
                        5 User                        12                (pound)1,060.00      (pound)615.00    (pound)6,180.00
------------------------------------------------------------------------------------------------------------------------------
                        10 User                       6                 (pound)1,810.00      (pound)905.00    (pound)5,430.00
------------------------------------------------------------------------------------------------------------------------------
                        15 User                       8                 (pound)2,580.00    (pound)1,290.00   (pound)10,320.00
------------------------------------------------------------------------------------------------------------------------------
                        20 User                       8                 (pound)3,360.00    (pound)1,680.00   (pound)13,440.00
------------------------------------------------------------------------------------------------------------------------------
                        25 User                       6                 (pound)4,125.00    (pound)2,062.50   (pound)16,500.00
------------------------------------------------------------------------------------------------------------------------------
                                                                                                             (pound)54,470.00
------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------
February                Single Seal                   25                  (pound)260.00      (pound)130.00    (pound)3,250.00
------------------------------------------------------------------------------------------------------------------------------
                        5 User                        18                (pound)1,030.00      (pound)515.00    (pound)9,270.00
------------------------------------------------------------------------------------------------------------------------------
                        10 User                       8                 (pound)1,810.00      (pound)905.00    (pound)7,240.00
------------------------------------------------------------------------------------------------------------------------------
                        15 User                       10                (pound)2,580.00    (pound)1,290.00   (pound)12,900.00
------------------------------------------------------------------------------------------------------------------------------
                        20 User                       10                (pound)3,360.00    (pound)1,680.00   (pound)16,800.00
------------------------------------------------------------------------------------------------------------------------------
                        25 User                       8                 (pound)4,125.00    (pound)2,062.50   (pound)16,500.00
------------------------------------------------------------------------------------------------------------------------------
                                                                                                             (pound)65,960.00
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Promotions

Dealers are no different to anyone else and are always  interested in "what's in
it for me".  Promotions are always of interest to dealers,  but we must remember
that we  need  to  address  two  different  aspects  of the  dealership.  We can
encourage sales by directing  promotions aimed at the sales people, in that they
get something for selling the product.  I believe that every  salesman who sells
the product  should be rewarded.  If the  promotion is based upon the dealer who
produces the greatest revenue over a period of time, interest can be lost by the
smaller  dealerships  as they  would  believe  they would not be able to compete
against the larger and more well established dealerships.

Therefore,  I believe a points system should be introduced for each license size
sold,  which would equate to a points value for Red Letter day prizes.  This way
every one should be  encouraged  to sell the product.  As a Document  Management
solution is usually an extended sale, I would suggest  promotions be of at least
six months duration to take this into account. It will also encourage the


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<PAGE>



sales people to go for the longer  cycle of sales and still be rewarded.  To pay
for the prizes, it would be possible for both INVU and DNSPaperlink to set aside
say (pound)1 per point from each product. A suggested points scheme would be:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                 Product                        Points            6 Months Points         Total Contribution
                                                                     Projection
<S>                                               <C>                   <C>                       <C>
----------------------------------------------------------------------------------------------------------------
INVU Pro 4.0 Single User                          1                      85                       (pound)170.00
----------------------------------------------------------------------------------------------------------------
INVU Pro 4.0 5 User                               2                      47                       (pound)188.00
----------------------------------------------------------------------------------------------------------------
INVU Pro 4.0 10 User                              3                      26                       (pound)156.00
----------------------------------------------------------------------------------------------------------------
INVU Pro 4.0 15 User                              5                      34                       (pound)340.00
----------------------------------------------------------------------------------------------------------------
INVU Pro 4.0 20 User                              7                      29                       (pound)406.00
----------------------------------------------------------------------------------------------------------------
INVU Pro 4.0 25 User                              8                      36                       (pound)576.00
----------------------------------------------------------------------------------------------------------------
INVU Pro 4.0 WebFast                              10                     4                         (pound)90.00
----------------------------------------------------------------------------------------------------------------
</TABLE>


The  total  combined  contribution  based on the  above  figures  from both INVU
Services Ltd. and DNSPaperlink, would be (pound)1,916.

The same basis but different points rating would yield:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                Product                         Points            6 Months Points             Total Contribution
                                                                     Projection
<S>                                               <C>                    <C>                      <C>
----------------------------------------------------------------------------------------------------------------
INVU Pro 4.0 Single User                          2                      85                       (pound)340.00
----------------------------------------------------------------------------------------------------------------
INVU Pro 4.0 5 User                               4                      47                       (pound)376.00
----------------------------------------------------------------------------------------------------------------
INVU Pro 4.0 10 User                              6                      26                       (pound)312.00
----------------------------------------------------------------------------------------------------------------
INVU Pro 4.0 15 User                              8                      34                       (pound)544.00
----------------------------------------------------------------------------------------------------------------
INVU Pro 4.0 20 User                              10                     29                       (pound)580.00
----------------------------------------------------------------------------------------------------------------
INVU Pro 4.0 25 User                              12                     36                       (pound)864.00
----------------------------------------------------------------------------------------------------------------
INVU Pro 4.0 WebFast                              20                     4                        (pound)160.00
----------------------------------------------------------------------------------------------------------------
</TABLE>


This point scheme would require a total combined  contribution of  (pound)3.176.
With the need to split this between a number of people, I feel this is more like
the figure we need to be looking at,  although  personally  I think that a total
contribution  of  (pound)2,000  per company would not be excessive  over the six
month period.

These promotions  reward the sales people,  probably in most peoples  estimation
the right ones to reward.  However, all such promotions have to be agreed by the
dealer principles before they can be


                                       10

<PAGE>


put into  place,  and they also will ask,  "What's  in it for me?"  Therefore  I
believe that running  alongside any promotion for the sales people should be one
for the dealer principle, to encourage him to take the production.

This could be in the form of extra margin on product for a specific time period,
or an  advertising  campaign  targeted  at his  end  users  (Standard  marketing
leaflets with his dealer name and number  printed on nit,  mailed to his mailing
list),  or assistance in some other way to generate  business.  Whatever form it
takes,  the dealer  will want to see  additional  margin  coming in  Alternative
options include seminars.

Seminars

Seminars would be arranged with  individual  dealers,  targeting  their own data
base and  tailored to the  specific  requirements  of the  dealer.  They may for
example  target a vertical  market  only.  If required,  manufacturers  could be
brought in as well. Where geographically  possible  manufacturers' offices would
be used to hold them,  thus keeping  costs down,  but at the same time showing a
close relationship between DNSPaperlink and the manufacturer.

In the extreme  areas,  seminars  would be a more  cost-effective  solution than
individual dealer visits.  One held in either Edinburgh or Glasgow would cover a
large proportion of Scotland. Dublin would be suitable for Ireland. Guernsey and
Jersey  would need  individual  visits due to their  size.  These  seminars,  as
distinct from the  promotional  seminars  offered to dealers,  should be used to
advise  the  dealers  of  the  full   product   range  used  within  a  Document
Image/Management  structure,  from  scanners  through  software  to RAID  and CD
Libraries  and COLD  products.  Manufacture  support  can also be given at these
seminars and would encourage attendance. By showing a full product range it will
show the dealers were able to fully support them at every step of the way. Also,
whilst  they  may not be  interested  in one of the  products  being  discussed,
sitting  through a talk on that product  could well show them the  opportunities
being missed by not introducing it to their customers.

Conclusion

To  summarize,  DNSPaperlink  believes  that it is well  positioned to sell INVU
Services  Ltd.  INVU  Document  Management  software.  The  reasons  being,  our
recognized  history in the Document  Management  field, an extensive  network of
dealers, an active policy of giving seminars and working with dealers to promote
product locally.

We believe with the plans outlined above, a serious commitment to the product is
shown, together with understanding how the Software should be promoted.


With both internal and external sales teams,  in house technical and consultancy
specialists, DNSPaperlink is fully committed to the success of this product.




                                       11