EXHIBIT 10.21

The Directors
Vertical Investments Limited
Eagle House
John Road
St Hellier
Jersey, Channel Islands
JE1


27 December 2001


Dear Sirs

We write in order to confirm the financial arrangements made between you and us.
We have  entered  into  these  arrangements  in view of your  ongoing  financial
support  for  us  and  in  consideration   for  your  continuing   guarantee  of
(pound)800,000  in favour of Bank of Scotland and in particular  your  agreement
not to call for the repayment of certain loans which have fallen due.

The obligations contained in this letter shall be joint and several.

In this  letter  the  following  capitalised  terms  shall  have  the  following
meanings:

"Bridging Loan"               the loan of US$ 1 million made by you to Invu Inc.
                              in or around 26 February 2001;

"Business                     Day" a day (not being a Saturday  Sunday or public
                              holiday) on which the clearing  banks are open for
                              business in the City of London;

"Debentures"                  a debenture  dated 24 October 2001 granted by Invu
                              in your favour,  a debenture dated 24 October 2001
                              granted by Invu International  Holdings Limited in
                              your  favour,  a debenture  dated 24 October  2001
                              granted by Invu PLC in your favour and a debenture
                              granted by Invu Inc. in your favour;

"Group Company"               in relation to Invu Inc, a group  undertaking  (as
                              the same is defined in section  259 (5)  Companies
                              Act 1985);

"Investment Agreement"        an agreement made between (1) Invu Inc (2) you and
                              Alan David  Goldman (3) David Morgan John Agostini
                              & Paul O'Sullivan and (4) Invu in August 1999;

"Invu"                        Invu  Services  Limited (a company  registered  in
                              England and Wales under company number 3319922);

"Invu                         Inc" Invu Inc (a company  organised under the laws
                              of  Colorado as the same is  registered  under IRS
                              Employer Identification No. 84-1135638);

"Ranking Agreement"           an agreement  made  between you,  Invu and Bank of
                              Scotland

<PAGE>

"September Loan"              the  loan of  US$0.5  million  made by you to Invu
                              pursuant to a loan  agreement  dated  September 17
                              2001.

It has been agreed as follows:-

1.   The September  Loan fell due for repayment on 17 December 2001 and shall be
     dealt with as follows:

     (a)  As from 1st May 2002 until 17th June 2005,  you shall be  entitled  to
          call for the  immediate  repayment of the  principal sum of US$475,000
          (or any part thereof) from Invu at any time on 3 Business Days written
          notice to Invu and Invu Inc. If you do not receive  timely  repayment,
          you may  convert  the  September  Loan into  shares in Invu Inc or any
          Group  Company  at a  conversion  price of  US$0.13  per  share or the
          equivalent per share  conversion  price in the case of a Group Company
          whose share capital is not denominated in US$ on the basis of the then
          current exchange rate. Invu Inc or such Group Company hereby agrees to
          issue  such  shares to you  and/or  procure  that the  relevant  Group
          Company  (as  appropriate)  issues  such  shares  to  you as  soon  as
          reasonably   practicable   after  you   provide   Invu  Inc.   written
          notification of conversion;

     (b)  Clauses 6.3.1 to 6.3.3 of the loan  agreement  dated 17 September 2001
          with  respect  to the  September  Loan  shall be  deemed  to have been
          deleted with immediate effect from the date of this letter.

     (c)  The total amount of the September  Loan shall continue to be loaned on
          the terms and conditions of the September Loan, save as varied by this
          letter and save that the repayment date shall be 17 June 2005.

     (d)  the  outstanding  amount of the  September  Loan shall  continue to be
          secured  by the  Debentures,  subject  to the  rights  of the  Bank of
          Scotland pursuant to the Ranking Agreement.

2.   The  Bridging  Loan shall  remain  outstanding  until 26 August 2005 on the
     following principal terms:

     (a)  You may  charge  interest  at the rate of 7 per cent per annum from 26
          February 2001 on a daily basis on any amount which is  outstanding  to
          you from time to time;

     (b)  it is hereby  acknowledged  by us that the sums owed  pursuant  to the
          Bridging Loan are secured by the Debentures,  subject to the rights of
          the Bank of Scotland pursuant to the Ranking Agreement;

     (c)  As from 1st May 2002 until 26th August, 2005, you shall be entitled to
          call for the  immediate  repayment of the  Bridging  Loan (or any part
          thereof) from Invu Inc. at any time on 3 Business Days written  notice
          to Invu and Invu Inc. If you do not receive timely re-payment, you may
          convert the Bridging Loan into shares in Invu Inc or any Group Company
          at a conversion  price of US$0.2175  per share or the  equivalent  per
          share  conversion  price in the case of the Group  Company whose share
          capital  is not  denominated  in US$ on the basis of the then  current
          exchange  rate.  Invu Inc or such Group Company hereby agrees to issue
          such shares to you and/or  procure that the relevant Group Company (as
          appropriate)   issues  such  shares  to  you  as  soon  as  reasonably
          practicable  after you provide  written  notification to Invu, Inc. of
          such conversion.

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<PAGE>

3.   You have also  paid Invu Inc.  the sum of  US$300,000  by two  payments  of
     US$250,000  on 25th May 2001 and US$50,000 on 2nd July 2001 by way of short
     term loans (the "First Short Term  Loans"),  repayable by 25th May 2003 and
     2nd July 2003 respectively.

     You may  charge  interest  at the  rate of 1.5 per  cent  above  UK Bank of
     England Base Rate from the dates that the loans were made  available,  on a
     daily basis on any amount which is outstanding to you from time to time.

     As from 1st May 2002 until 2nd July 2003,  you shall be entitled to convert
     the First Short Term Loans (or any part  thereof) at any time on 3 Business
     Days  written  notice  to Invu and Invu Inc into  shares of Invu Inc or any
     Group Company at a conversion  price of US$0.25 per share or the equivalent
     per  share  conversion  price in the case of a Group  Company  whose  share
     capital is not denominated in US$ on the basis of the then current exchange
     rate.  Invu Inc or such Group Company hereby agrees to issue such shares to
     you and/or procure that the relevant Group Company (as appropriate)  issues
     such  shares to you as soon as  reasonably  practicable  after you  provide
     written confirmation to Invu Inc. of such conversion.

4.   You have  also  paid  Invu Inc the sum of  US$275,000  by two  payments  of
     US$200,000  on 3rd December 2001 and US$75,000 on 20th December 2001 by way
     of short term loans (the "Second Short Term  Loans"),  repayable by 1st May
     2005.

     You may charge  interest at the rate of 12 per cent from the dates that the
     loans  were  made  available,  on a daily  basis  on any  amount,  which is
     outstanding to you from time to time.

     As from 1st May 2002 until 1st May 2005,  you shall be  entitled to convert
     the Second Short Term Loans (or any part thereof) at any time on 3 Business
     Days  written  notice  to Invu and Invu Inc into  shares in Invu Inc or any
     Group Company at a conversion  price of US$0.13 per share or the equivalent
     purchase  conversion  price  in the  case of a Group  Company  whose  share
     capital is not denominated in US$ on the basis of the then current exchange
     rate.  Invu Inc or such Group Company hereby agrees to issue such shares to
     you and/or procure that the relevant Group Company (as appropriate)  issues
     such  shares to you as soon as  reasonably  practicable  after you  provide
     written confirmation to Invu, Inc. of such conversion.

5.   Invu Inc may request  further short term loans (the "Further  Loans") up to
     the principal  amount of $275,000 at an annual interest rate of 12 per cent
     by 28th February  2002.  Any such loans would be repayable by 1st May 2005.
     As from 1st May 2002 and until 1st May 2005,  you shall be entitled to call
     for the immediate repayment of any Further Loans (or any part thereof) from
     Invu Inc. at any time on 3 Business  Days  written  notice to Invu and Invu
     Inc by  converting  such Further Loans into shares in Invu Inc or any Group
     Company at a conversion  price of US$0.13 per share or the  equivalent  per
     share  conversion  price in the case of a Group Company whose share capital
     is not  denominated in US$ on the basis of the then current  exchange rate.
     Invu Inc and such Group  Company  hereby agrees to issue such shares to you
     and/or procure that the relevant Group Company (as appropriate) issues such
     shares to you as soon as  reasonably  practicable  after you provide  Invu,
     Inc. written notification of such conversion.

6.   Invu Inc hereby grants (or in the case of a Group Company, will procure the
     grant of) an option for you to  subscribe  for up to 2.7 million  shares in
     Invu Inc (or in the case of a Group Company, such number of shares as shall
     equal the same  proportion  of shares of the  issued  share  capital of the
     relevant  Group  Company as 2.7 million  shares  equals in the issued share
     capital of Invu Inc) at your discretion at an exercise price of US$0.25 per
     share (or the  equivalent  price per share in  respect  of a Group  Company
     whose  share  capital  is not  denominated  in US$ on the basis of the then
     current  exchange  rate),  at any time in the four year period from 1 March
     2002. You may exercise this option by giving 3 Business Days written notice
     to Invu Inc or the relevant  Group  Company  during the four year period as
     many times as you wish until all 2.7 million shares (or relevant  number if
     a Group Company) have been purchased.

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<PAGE>

7.   Invu Inc hereby grants (or in the case of a Group Company, will procure the
     grant of) an option for you to subscribe  for up to 0.45 million  shares in
     Invu Inc (or in the case of a Group Company, such number of shares as shall
     equal the same  proportion  of shares of the  issued  share  capital of the
     relevant  Group  Company as 0.45 million  shares equals in the issued share
     capital of Invu Inc.) at your  discretion at an exercise  price of US$0.875
     per share (or the equivalent  price per share in respect of a Group Company
     whose  share  capital  is not  denominated  in US$ on the basis of the then
     current  exchange  rate) at any time in the four year  period  from 1 March
     2002. You may exercise this option by giving 3 Business Days written notice
     to Invu Inc or the relevant  Group  Company  during the four year period as
     many times as you wish until all 0.45 million shares (or relevant number if
     a Group Company) have been purchased.

8.   The signatories to this letter warrant that:

     (a)  each has full power and authority and has taken such corporate actions
          as may be  necessary to enter into the  obligations  contained in this
          letter which constitutes binding obligations upon them;

     (b)  each has full power and authority and will take such corporate actions
          as may be  necessary  to issue or procure  the issue of such shares as
          are the subject of the options contained in this letter;

     (c)  the signing of this letter and the issue of any shares to you pursuant
          to this  letter will not result in a breach of any law  regulation  or
          agreement by Invu Inc or any Group Company.

9.   The  signatories  to this  letter  undertake  to do such things and sign or
     execute such documents as you may reasonably request to give full effect to
     the terms of this letter and in  particular in relation to the issue of any
     shares in Invu Inc or such Group Company.

10.  The  signatories  to this letter hereby  confirm that all forms of security
     and guarantees executed by them by them in your favour shall remain in full
     force and effect notwithstanding the terms of this letter.

11.  You represent that you are acquiring any Invu,  Inc.  shares  hereunder for
     your own account.  You acknowledge and consent that certificates  hereafter
     issued with  respect to the shares of Invu Inc. or any Group  Company  that
     may be issue upon conversion or exercise of loans or options, respectively,
     shall bear a legend substantially as follow[s]:

          THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
          REGISTERED  UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND
          ARE "RESTRICTED  SECURITIES" AS THAT TERM IS DEFINED IN RULE
          144 UNDER THE ACT.  THE SHARES MAY NOT BE OFFERED  FOR SALE,
          SOLD  OR  OTHERWISE   TRANSFERRED   EXCEPT  PURSUANT  TO  AN
          EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT OR PURSUANT
          TO  AN  EXEMPTION  FROM  REGISTRATION  UNDER  THE  ACT,  THE
          AVAILABILITY   OF  WHICH  IS  TO  BE   ESTABLISHED   TO  THE
          SATISFACTION OF THE COMPANY.

12.  The  conversion  price and option  exercise  price,  respectively,  and the
     number of shares of Invu,  Inc.  common  stock  issued upon  conversion  or
     exercise  of the loans or options,  respectively,  shall be adjusted on the
     occurrence of standard  anti-dilution  events (i.e.  stock dividend,  stock
     split,  capital  reorganization  of the  capital  stock of Invu,  Inc,  the
     consolidation or merger of Invu, Inc. in which there is a change in control
     of Invu, Inc., or the sale,  transfer or other disposition to a third party
     of all or substantially  all of the assets of Invu, Inc.) and in the manner
     provided for in standard anti-dilution provisions for convertible loans and
     options, respectively.


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<PAGE>


13.  Clause 6 (Notices) and 9.1, 9.2,  9.3, 9.5 and 9.6  (Miscellaneous)  of the
     Investment Agreement shall apply to this letter and the address for service
     of any notice to a signatory of this letter in connection  with this letter
     shall be The Beren,  Blisworth Hill Farm, Stoke Road, Blisworth,  Northants
     NN17 3DB.

Yours faithfully



.............................................
Signed by
for and on behalf of INVU Services Limited





.............................................
Signed by
for and on behalf of Invu Inc


.............................................
Signed by
for and on behalf of Invu International Holdings Limited


.............................................
Signed by
for and on behalf of Invu PLC


The terms of this letter are hereby accepted.


.............................................
Signed by
for and on behalf of Vertical Investments Limited





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