EXHIBIT 10.13
                       DATED                          1999
                              ------------------------






                                   INVU, INC.











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



                              LOAN STOCK INSTRUMENT

                    CONSTITUTING US$600,000 INTEREST BEARING

                   CONVERTIBLE SECURED LOAN STOCK 1999 - 2002

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






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THIS INSTRUMENT is made the ______ day of ____________________ , 1999.

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

WHEREAS:

The Company has by  resolution  of its Board of Directors  passed today  created
US$600,000 interest bearing Convertible Loan Stock 1999 - 2002 to be constituted
by this Instrument.

NOW THIS INSTRUMENT witnesses and declares as follows:

1.   DEFINITIONS AND INTERPRETATION
     ------------------------------

     1.1  In this Instrument the following  expressions shall have the following
          meanings unless the context otherwise requires:


     "Act"                     the U.K. Companies Act 1985 (including any Statu-
                               tory  modifications or re-enactment thereof for
                               the time being in force);

     "Business Day"            a day (other than a Saturday or Sunday) on which
                               banks are generally open for business in London;

     "Certificate"             a  certificate  for  the  Loan  Stock  issued  in
                               accordance with Clause 8  and in the form set out
                               in the Schedule;

     "Conversion Period"       the period of 3 years from the date of this
                               Agreement;

     "Common Shares"           the shares of Common Stock of the Company, no
                               par value;

     "Directors"               the Board of Directors of the Company for the
                               time being;

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




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     "Investment               the Investment Agreement of even date between the
     Agreement"                Company, the Investor and David Morgan, John
                               Agostini, Paul O'Sullivan and INVU Services
                               Limited (Company number: 3319922);

     "Investor"                Alan David Goldman of 13 Fernville Road,
                               Gosforth, Newcastle upon Tyne NE3 4HT and
                               Vertical Investments Limited (Company number:
                               71185) of Eagle House, Don Road, St. Helier,
                               Jersey, Channel Islands, JE1;

     "Loan Stock"              the US$600,000 interest  bearing Convertible Loan
                               Stock 1999 - 2002  of the Company  constituted by
                               this Instrument or as  the case may be the amount
                               thereof for the time being issued and outstanding
                               (including accrued interest);

     "Loan Stock "B"           The loan stock instrument of even date constitut-
     Instrument"               ing US$400,000 interest bearing Convertible Loan
                               Stock 1999 - 2002 of the Company;

     "Register"                the register of the Loan Stock kept by the
                               Company pursuant to Clause 10.

     1.2  Any statutory provision shall include a reference to such provision as
          from time to time re-enacted, amended, extended or replaced.

     1.3  A Clause or a Schedule is a reference  to a clause of or a schedule to
          this Instrument.

     1.4  References  to  "redemption"  include  purchase and  repayment and the
          words "redeem" or "redeemed" shall be construed accordingly.

     1.5  Save where the context  otherwise  requires in this  Instrument  words
          importing the singular  number shall include the plural and vice versa
          and words importing one gender shall include all genders.

     1.6  Headings in this  Instrument  are for ease of reference only and shall
          not affect its interpretation.

     1.7  Save  as  expressly   provided  in  this   Instrument  any  words  and
          expressions defined in the U.K. Companies Act 1985 shall bear the same
          respective meanings in this Instrument.



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2.   AMOUNT OF LOAN STOCK
     --------------------

     2.1  The principal  amount of the Loan Stock is limited to US$600,000.  The
          Loan Stock shall be issued in denominations and integral  multiples of
          US$1  in  nominal  amount  subject  to and  with  the  benefit  of the
          provisions of this Instrument.

     2.2  The Loan  Stock  shall be issued for cash at such time or times and on
          such terms as the Directors shall determine.

3.   STATUS OF THE LOAN STOCK
     ------------------------

     3.1  All the obligations and covenants  contained in this Instrument  shall
          be binding on the Company and the  Investor  and all persons  claiming
          through them.

     3.2  The Loan Stock  shall  rank pari passu  equally  and  rateably  and as
          obligations of the Company, except with respect to secured debt of the
          Company incurred with consent of the Investor  Director (as defined in
          the  Investment  Agreement)  in  accordance  with  the  terms  of  the
          Investment Agreement.

4.   INTEREST
     --------

     Until such time as the Loan Stock is  converted  or redeemed in  accordance
     with  the  provisions  of this  Instrument  the  Company  shall  pay to the
     Investor interest (after deduction of tax to the extent that the Company is
     legally obliged to deduct the same) on the outstanding  principal amount of
     the Loan  Stock at the rate of 6% (six per cent)  per annum to accrue  from
     day to  day  and be  calculated  monthly  and  be  payable  by  semi-annual
     instalments  in arrears on 1st  January and 1st July in each year the first
     such payment to be due on 1st January 2000 and apportioned accordingly.

5.   CONVERSION OF LOAN STOCK
     ------------------------

     5.1  Subject to the  provisions of this Clause on the  occurrence of any of
          the events specified in Clause 5.2 ("the Events"),  the Loan Stock (or
          such proportionate  amount as may be determined by the Investor in the
          case of Clauses 5.2.2 and 5.2.3) shall be converted into Common Shares
          at the rate of one  Common  Share for  every  US$0.65  of  outstanding
          principal  and interest  Loan Stock  converted.  For the  avoidance of
          doubt the right of  conversion  shall  lapse in  respect of and to the
          extent that Loan Stock has been redeemed.

     5.2  Conversion of the Loan Stock pursuant to Clause 5.1 will take place:

          5.2.1 immediately  prior  to  the consummation  of an  Initial  Public
               Offering;

          5.2.2 immediately upon  the investment  of new  equity  capital in the
                Company  resulting in  proceeds  to the  Company  of at least US
                $4,000,000; or

          5.2.3 on the Investor giving 30 days notice to the Company at any time
                that they wish to convert the Loan Stock pursuant to Clause 5.1.



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     5.3  Upon such conversion the Company shall forthwith:

          5.3.1 allot to the Investor the appropriate number of Common Shares;

          5.3.2 register the name of the Investor in the register of
                stockholders of the Company in respect of such Common Shares;

          5.3.3 if any director of the company  registers any of its shares
                under the  Securities Act of 1933, as amended (the  "Securities
                Act"), Investor  shall  have the right to  register  the same
                number of shares owned by Investor on the same terms and  con-
                ditions as the director's share registration  provided, however,
                that any such shares of Common  Stock  requested  by Investor to
                be included in such  registrations  shall be subject to cutback
                or exclusion (it being  understood that all shares of Common
                Stock requested to be registered by any director(s) and Investor
                shall be cutback or excluded proportionately)  as may be reason-
                ably  required by the managing  underwriter  based upon market
                factors  affecting  the offering; and

          5.3.4 issue the relative share certificate(s) to the Investor.

     5.4  Upon such  conversion the Company shall  forthwith pay to the Investor
          such  sums  as  amount  to all  accrued  interest  up to the  date  of
          conversion to the extent such interest has not been  converted  (after
          deduction of any tax as aforesaid in respect of the Loan Stock).

     5.5  The  Common  Shares  issued  pursuant  to  Clause  5.3  shall  be duly
          authorized,  validly issued,  fully paid and non-assessable  shares of
          Common  Stock and shall carry the right to receive all  dividends  and
          other distributions declared made or paid and shall rank pari passu in
          all other respects and form one class with the existing ordinary share
          capital of the Company and, subject to Clause 5.7 and the registration
          requirement of Section 5 of the Securities Act (such requirements, the
          "Registration Requirements"),  shall not be subject to any restriction
          or encumbrances.

     5.6  Subject  to the  payment  of  interest  pursuant  to Clause  5.4,  the
          conversion   of  Loan  Stock  to  Common   Shares  shall  be  in  full
          satisfaction  and discharge of the  outstanding  principal and accrued
          and unpaid interest in respect of the Loan Stock so converted.

     5.7  The  Investor  shall not  transfer  or sell any of the  Common  Shares
          acquired by virtue of conversion of Loan Stock hereunder, prior to the
          earlier of:

          5.7.1    12 months from the date hereof; or

          5.7.2    6 months from the date of an Initial Public Offering;



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                    provided,  however,  that the Investor shall be permitted to
                    transfer all or a portion of the common shares to members of
                    Investor's immediate family and/or Tom Maxfield.

     5.8  By  acceptance  of  the  Loan  Stock  Certificate,   the  Investor  is
          acknowledging  that:  Investor  is  acquiring  the Loan  Stock and the
          Common Shares  issuable upon  conversion  thereof for  Investor's  own
          account, not as a nominee or agent, and not with a view to, or for the
          resale or distribution of any part thereof,  except in compliance with
          the Registration  Requirements.  The Investor has no present intention
          of selling,  granting any participation in, or otherwise  distributing
          the same.

     5.9  By acceptance of the Loan Stock  Certificates,  Investor  acknowledges
          that,  because they have not been registered under the Securities Act,
          the Loan Stock and the Common Shares issuable upon conversion  thereof
          must be held  indefinitely  unless  subsequently  registered under the
          Securities Act or an exemption from registration is available.

6.   REDEMPTION OF LOAN STOCK
     ------------------------

     6.1  All Loan Stock not  converted in  accordance  with the  provisions  of
          Clause 5 shall be redeemed by the Company at par together with accrued
          interest (after  deduction of any tax as aforesaid) to the Investor on
          the  anniversary  of the date of this  Agreement in the year 2002 upon
          receipt of 30 days' written notice from the Company or the Investor to
          the other or at any time thereafter on such notice.

     6.2  Except as provided in clauses 6 and 7, the Company  cannot  redeem the
          Loan Stock.

7.   ACCELERATED REPAYMENT OF LOAN STOCK
     -----------------------------------

     7.1  The Loan Stock shall  become  immediately  redeemable  at par together
          with any  accrued  and unpaid  interest  (after  deduction  of any tax
          aforesaid):

          (a)  at the  Investor's  option,  if the  Company  fails to repay  any
               interest on the principal amount of the Loan Stock within 14 days
               after the due date for such payment;

          (b)  if  the  Company  or any  subsidiary  of the  Company  ceases  or
               threatens to cease to carry on its business or a substantial part
               of its business;

          (c)  if the Company or any  subsidiary of the Company is (or is deemed
               to be)  unable  to or admits  inability  to pay its debts as they
               fall due or  proposes  or enters  into any  composition  or other
               arrangement for the benefit of its creditors generally;



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          (d)  if any order is made by any competent  court or any resolution is
               passed by the  Company or any  subsidiary  of the Company for the
               winding up or dissolution or for the  appointment of a liquidator
               of the Company or any  subsidiary of the Company  (except for the
               purpose of a solvent amalgamation or reconstruction);

          (e)  if  an   encumbrancer   takes   possession   or  a  receiver   or
               administrative  receiver or manager is  appointed of the whole or
               any material part of the  undertaking or assets of the Company or
               any subsidiary of the Company or any distress or other process is
               levied or  enforced  upon any of the  material  assets  rights or
               revenues of the Company or any  subsidiary of the Company and any
               such action is not lifted or discharged within 30 days;

          (f)  if any order is made by any competent  court for the  appointment
               of an  administrator in relation to the Company or any subsidiary
               of the Company which is not lifted within 30 days;

          (g)  if the  security  constituted  by any mortgage or charge upon the
               whole or any material  part of the  undertaking  or assets of the
               Company or any subsidiary of the Company may be realized upon;

          (h)  if the Company or any  subsidiary of the Company fails to perform
               or  observe  any  of  the  provisions  of  this  Instrument,  the
               Investment  Agreement,  the Loan Stock B Instrument  which is not
               cured  within 3 days of the  receipt by the  Company of notice by
               the Investor of such failure; or

          (i)  at the Investor's  option, if the Company fails to become current
               with  respect to all  filings  required to be made by it with the
               United  States  Securities  and  Exchange  Commission  ("SEC") by
               September 30, 1999, or if the Company becomes delinquent,  at any
               time,  with respect to any filing  required to be made by it with
               the SEC and such delinquency is not cured within 30 days.

     7.2  The  Company  shall  forthwith  give  notice  to the  Investor  of the
          happening of any event  mentioned in Clause 7.1 upon becoming aware of
          the same.

8.   CERTIFICATES
     ------------

     8.1  The Company shall issue duly executed  Certificates to the Investor in
          accordance with the provisions of this Instrument.

     8.2  If any  Certificate  is defaced worn out lost or destroyed the Company
          may issue a new  Certificate  on such terms (if any) as the  Directors
          may require as to  indemnity  and evidence of  defacement  wearing out
          loss or  destruction.  In the case of  defacement  or wearing  out the
          defaced or worn out  Certificate  shall be  surrendered  and cancelled
          before  the  new  Certificate  is  issued.  In the  case  of  loss  or
          destruction  the person  availing  himself of the  provisions  of this
          Clause shall also



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          pay to the  Company  (if  demanded)  all  expenses  incidental  to the
          investigation  of evidence of loss or destruction  and the preparation
          of any form of  indemnity.  There  shall be  entered  in the  Register
          particulars of the issue of any new Certificate and any indemnity.

     8.3  The  Loan  Stock  shall  be held  subject  to the  provisions  of this
          Instrument and of the  Certificate,  which provisions shall be binding
          on the Company and the  Investor and all persons  claiming  through or
          under them respectively.

9.   PLACE OF PAYMENT
     ----------------

     The  principal  amount of the Loan  Stock or any part of the Loan Stock and
     any accrued interest will be payable at the principal office of the Company
     in the United  Kingdom.  All payments will be made in United States dollars
     in immediately available funds.

10.  REGISTER OF INVESTOR
     --------------------

     10.1 The Company shall at all times  maintain a register at its  registered
          office or at such other place in England and Wales as it may from time
          to time decide showing:

     (i)  the name(s) and address(es) of the holder(s) for the time being of the
          Loan Stock;

     (ii) the amount of Loan Stock held by each Investor;

     (iii) the date of issue of the Loan Stock to each Investor;

     (iv) the serial  number of each  Certificate  issued for the Loan Stock and
          its date of issue.

     10.2 The  Investor  shall  notify the  Company of any change of its name or
          address and the Company upon receiving such  notification  shall alter
          the Register accordingly.

     10.3 The  Register  shall  at all  times  prescribed  by law  be  open  for
          inspection by the Investor or their duly authorized representatives.

11.  TITLE OF INVESTOR REGARDING LOAN STOCK
     --------------------------------------

     11.1 The Company shall recognize the registered holder of any Loan Stock as
          the sole absolute  owner thereof and as alone  entitled to receive and
          give effectual discharge for the monies comprised therein. The Company
          shall not be bound to take notice or see to the execution of any trust
          whether express implied or constructive to which any Loan Stock may be
          subject and shall not be  affected  by any notice it may have  whether
          express or  constructive  of the right title  interest or claim of any
          other persons to or in such Loan Stock or monies.

     11.2 The  Investor  shall be entitled to the  principal  amount of the Loan
          Stock and accrued interest (after deduction of any tax aforesaid) free
          from any equity  set-off  or  cross-claim  on the part of the  Company
          against the Investor.



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12.  NON-TRANSFERABILITY OF LOAN STOCK
     ---------------------------------

         The Loan Stock shall not be  transferable  by the Investor  without the
         prior written consent of the Company not to be unreasonably withheld or
         delayed; provided, however, Investor shall be permitted to transfer all
         or a portion  of the Loan  Stock to  members  of  Investor's  immediate
         family  and/or  Tom  Maxfield,  so long as such  transferee  makes  the
         acknowledgments  and  representations set forth in Sections 5.8 and 5.9
         to the Company.

13.  ALTERATION OF THIS INSTRUMENT
     -----------------------------

         The provisions of this  Instrument and the conditions on which the Loan
         Stock are held may be altered abrogated or added to with the consent in
         writing of the Company and the Investor.

14.  NOTICES
     -------

     14.1 Any notice or other  communication  to be given  under this  Agreement
          shall be in writing and shall be delivered  personally or sent by fist
          class pre-paid post telex or facsimile transmission. The addresses for
          service of the Parties shall be the addresses  stated at the beginning
          of this  Agreement  (provided  that any  Party may by  written  notice
          serviced in accordance with this Clause substitute  another address in
          England which shall then become that Party's address for service).

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

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

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

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

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

     14.4 The deemed service provisions set out in clause 14.2 do not apply to a
          notice  served by post,  if there is a national  or local  suspension,
          curtailment  or  disruption  of  postal   services  which  affect  the
          collection  of such  notice or if that  notice  cannot  reasonably  be
          expected to be delivered  with 48 hours of posting,  in which case the
          notice shall be served when actually delivered.



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15.  LAW
     ---

     This  Instrument  shall be governed by and  construed  in  accordance  with
     English law.

16.  WAIVER
     ------

     The Company  hereby waives  presentment,  demand for payment or redemption,
     notice of breach or default, dishonor or nonpayment,  protest and notice of
     protest and all other demands and notices in connection  with the delivery,
     acceptance, performance or enforcement of this Instrument.

IN WITNESS  whereof this Instrument has been executed and delivered as a deed on
the date first above written.







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                                    SCHEDULE

                         Form of Loan Stock Certificate
                         ------------------------------
                                   INVU, Inc.
                                   ----------

Certificate No                        Nominal Amount of Loan Stock
--------------                        ----------------------------

ISSUE of up to US$600,000 interest bearing Convertible Secured Loan Stock 1999 -
2002.

Created  and issued  pursuant  to the  Company's  [Memorandum  and  Articles  of
Association] and a Resolution of its Board of Directors passed on [           ].

THIS IS TO  CERTIFY  that [                      ] of/ whose  registered  office
is at [                                    ] is/are the registered  holder(s) of
US$[              ]of the interest  bearing  Convertible  Loan Stock 1999 - 2002
which Loan Stock is constituted by an  Instrument entered into by the Company on
and dated [            ] 1999 and is issued subject to the provisions  contained
in that Instrument.

Interest is at the per annum rate of 6% (six per cent), shall accrue from day to
day, shall be calculated monthly and shall be payable by half yearly instalments
on 1st January and 1st July in each year.

The Loan Stock is convertible  and  redeemable in accordance  with the terms and
conditions  contained in the  Instrument  a copy of which is available  from the
Company.

EXECUTED as a DEED and DELIVERED by INVU, INC. this _______ day of
_____________, 1999.



                                    Director

                                    Director/Secretary




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

                                                        Director



                                                        Director/Secretary