EXHIBIT 10.5



                   Electronic Software Distribution Agreement


This  Agreement  is made and  entered  into on (date)  11/11/98  by and  between
Digital River,  Inc., its successors or assigns,  5198 West 76th Street,  Edina,
Minnesota, 55439 ("DR") and

         (company name) INVU Services Ltd. located at
         (address)The Beren, Blisworth, Northampton an
         (state & zip) English corporation  (hereafter referred to as "Vendor"),
         with its principal office at (address)                                .
                                                  ----------------------------

BACKGROUND

a.   Vendor  is the  Owner  of all  rights  (or has a  license  to  sell) to the
     Software as defined hereunder.

b.   Vendor desires to enter into an Agreement with DR to allow DR to distribute
     the Software.

c.   DR desires to obtain the right to distribute the Software.

NOW THEREFORE, the parties hereby agree as follows:

1.   DEFINITIONS

a.   Software:  the executable object code for Vendor's  software  identified on
     Exhibit  B,  including  all  subsequent  versions  thereof  provided  to DR
     pursuant to this Agreement.

b.   Documentation:  all computer readable and/or printed instructions,  manuals
     and other  materials  normally  provided from time to time by Vendor to End
     Users for use of the  Software,  that are  identified on exhibit B, and all
     subsequent versions thereof provided to DR pursuant to this Agreement.

c.   End-User  License  Agreement   ("EULA"):   the  computer  readable  license
     agreement  provided  by Vendor  that  governs the use of the Product by End
     Users, and which is to be included with each copy of the Product sold by DR
     hereunder.

d.   DR Materials:  computer readable  materials provided by DR for inclusion in
     an electronic  package  containing the Software,  Documentation,  and EULA,
     which materials have been approved by Vendor.

e.   Product: a copy of the Software,  Documentation,  EULA and DR Materials, if
     any, packaged in computer readable form together for electronic delivery on
     www.digitalriver.com  (or equivalent)  and/or in tangible packaged form for
     delivery in accordance with this Agreement.



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f.   End User:  person(s) or  entity(ies)  that acquire a Product for use rather
     than resale or distribution.

g.   Vendor  Trademarks:  the trademarks,  trade names, and logos used by Vendor
     and identified on Exhibit B.

h.   Territory:  all countries in the world except (i) countries to which export
     or  re-export  of any  Product,  or the direct  products  of any Product is
     prohibited by United States law without first  obtaining the  permission of
     the United States Office of Export  Administration  or its  successor,  and
     (ii) countries that may be hereafter  explicitly  excluded  pursuant to the
     terms of this Agreement.

i.   Dealer: person(s) or entity(ies) that resell the Product.

2.   LICENSE

a.   Vendor hereby grants DR, within the Territory, a license and right to:

     1.   Reproduce and distribute the Product in computer  readable form to the
          End User and/or Dealer as indicated on Exhibit 13;

     2.   Package the Product in a computer readable manner reasonably specified
          by Vendor,

     3.   Utilize the Vendor  Trademarks in connection  with the  replication of
          the Product,  packaging and  distribution of the Product,  in a manner
          reasonably specified by Vendor; and

     4.   Distribute  in tangible form the Product to the End User and/or Dealer
          as indicated on Exhibit B.

b.   The rights  granted to DR  pursuant  to this  Agreement  shall be deemed to
     include  the right to  designate  and sell to  Dealers  which  re-sell  the
     Product to the End User.

c.   DR  acknowledges  that the Software and  Documentation  are the property of
     Vendor or its licensors  and that DR has no rights in the foregoing  except
     for encryption software supplied by DR, if any, and those expressly granted
     by this Agreement.

3.   VENDOR'S GENERAL OBLIGATIONS

a.   Vendor shall deliver the current  version of the Product to DR  immediately
     following  execution  of this  Agreement.  Vendor  will  provide  DR  with:
     (i)copies of the Software on master diskettes,  (ii) Product  specification
     information in a single file, self extracting archive format, or in another
     mutually  agreeable  computer  readable  form that can be reproduced by DR,
     (iii) Documentation in a computer readable form mutually agreeable


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     to the  parties  that can be  reproduced  by DR, and (iv) all the items and
     materials specified in the "Requirements Checklist" on Exhibit A.

b.   Vendor shall  provide DR with  computer  readable  copies  and/or  tangible
     packaged Products containing all new releases, updates, or revisions of the
     Software and Documentation within a reasonable time after each such release
     is made generally  available by Vendor.  Vendor will notify DR of its plans
     for each new release, update or revision of the Product within a reasonable
     period of time prior to such release.

c.   Vendor  will  provide  a  hypertext   link  to   www.digitalriver.com   (or
     equivalent) on Vendor's World Wide Web Home Page (the "Link") where Product
     may be purchased by End-User from DR. Vendor agrees to prominently  display
     the Link and to use  reasonable  efforts  to promote  the Link on  Vendor's
     World Wide Web Home Page.  Vendor agrees that no other  hypertext  link for
     sale of the  Products  will be placed on the  Vendor's  World Wide Web Home
     Page or elsewhere on Vendor's Websites without the prior written consent of
     DR.

d.   If  Vendor  makes  any   modifications,   updates,   or  enhancements  (the
     "Improvements")  to the  Product,  Vendor will offer the  Improvements  for
     distribution by DR on terms  substantially  equivalent to those provided in
     this  Agreement.  In the event that Vendor  develops  or  acquires  any new
     products,  Vendor  agrees  to  give  DR the  Tight  of  first  refusal  for
     distribution  of these products on Vendor's World Wide Web Home Page and as
     provided for the Products in this Agreement.

e.   Vendor will furnish a EULA in computer  readable  form to DR which is to be
     included  with  each copy of the  Product  sold by DR  hereunder.  Vendor's
     linking  of its  World  Wide  Web  Home  Page to  www.digitalriver.com  (or
     equivalent) shall constitute  approval of the EULA DR is delivering as part
     of the Product.

f.   Vendor will provide all support and be fully  responsible  for all warranty
     obligations  relating to the Product.  Such  support and warranty  shall be
     provided  in  accordance  with  Vendor's  then-current  published  software
     support policy, or, in the absence of such a policy in a reasonable manner.

g.   Vendor will provide DR, without charge, such technical information, current
     maintenance  documentation,  and  telephone  assistance  as is necessary to
     enable DR to effectively reproduce,  electronically package, and distribute
     the Products by any means outlined herein.

4.   WARRANTIES

a.   Vendor  represents  that it has the right and  authority to enter into this
     Agreement  and to grant DR the  rights to the  Software  and  Documentation
     granted in this Agreement.

b.   Vendor warrants to DR that the Vendor has all rights,  title,  and interest
     in the Product or has obtained the right to grant the licenses set forth in
     this Agreement. As of the execution


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         date of this Agreement,  Vendor represents that to the best of Vendor's
         knowledge  the Product does not  infringe  upon or  misappropriate  the
         proprietary rights of any third party.

c.   DR  represents  that it has the  right  and  authority  to enter  into this
     Agreement.

d.   DR represents  and warrants that it will use its best efforts to accurately
     replicate  the  Product.   DR  represents  and  warrants  that  except  for
     encryption software, if any, supplied by DR, all Products distributed by DR
     will not be altered in any way.

5.   PAYMENTS

a.   Vendor  agrees to pay DR the  Initialization  Fee  specified  on exhibit B.
     Vendor agrees to allow DR to offset the unpaid  Initialization  Fee against
     any or all other amounts owing to Vendor by DR under this agreement. If the
     net  sales  from  Vendor's  World  Wide Web Home  Page  through  DR  exceed
     $1,000.00 in the first complete  calendar month of operation,  then DR will
     waive the  Initialization  fee.  Products  available  from  Vendor  will be
     installed on DR's server upon fulfillment of other obligations  pursuant to
     this Agreement.  The  Initialization  Fee includes normal price changes and
     version updates.  All programming and other changes made after initial site
     setup excluding normal price changes and version updates will be charged to
     Vendor at $100.00 per hour ("Site  Maintenance").  Vendor agrees to pay the
     billed Site Maintenance charges within 30 days from the date of billing. In
     the event that Site  Maintenance is not paid for within 30 days of billing,
     Vendor agrees to allow DR to offset the unpaid Site Maintenance against any
     or all other amounts owing to Vendor by DR under this Agreement.

b.   For  each  copy of a  Product  sold  and  delivered  to an End User DR will
     purchase the Product from Vendor as follows:

     1.   For each copy of a Product sold and delivered to an End User generated
          off Vendor's web site, DR will purchase the Product at a cost equal to
          the percent of the selling price outlined on exhibit B (the "% Cost").
          Example:  if the selling  price of a Product is $100 and the % Cost on
          Exhibit B is 80% then DR will  purchase each copy of such Product sold
          at $80.

     2.   For  each  copy  of a  Product  sold  and  delivered  to an End  User,
          generated  other than from  Vendor's  web site,  DR will  purchase the
          Product at a cost equal to the cost outlined as the Distribution  Cost
          on Exhibit B. Vendor  agrees not to sell the Product to any others for
          less than the  Distribution  Cost outlined on Exhibit B. Vendor agrees
          to notify DR promptly of any reductions in the Distribution Cost.

     3.   For  purposes  of this  Agreement  the  combination  of the % Cost and
          Distribution  Cost outlined in 5b.1. and 5b.2. shall be referred to as
          the "Total Purchase Price".

c.   No Total Purchase Price shall be due for copies of the Product  returned to
     DR for refund in accordance  with the EULA and  accompanied  by an executed
     letter of destruction from


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     the End-User,  or because of defects or errors,  regardless  of source.  No
     Total Purchase  Price shall be due in the case of credit card  chargebacks,
     unauthorized  returns, or credit card fraud. DR will use reasonable efforts
     to prevent such events and to recover funds in the case of fraud.

d.   Within thirty (30) days after the end of each month,  DR will remit payment
     to Vendor of the Total  Purchase  Price due for the  immediately  preceding
     month. DR will provide Vendor with a report (the "Report"),  specifying the
     number of copies of the Product that DR has shipped,  or has  requested the
     Vendor to ship, as applicable,  during the immediately  preceding month and
     the  calculation  of the Total  Purchase  Price due to Vendor in connection
     therewith.

e.   DR will  provide to Vendor  within  thirty  (30) days after the end of each
     month,  a report for the  immediately  preceding  month  showing  the name,
     address, phone number, e-mail address and certain other customer data along
     with the quantity of the Product  purchased by each End User that purchased
     the Product from DR.

f.   DR  agrees  to  maintain   adequate  books  and  records  relating  to  the
     distribution  of the  Product  to End Users  and  Dealers.  Such  books and
     records shall be available at the principal  office of DR for inspection by
     Vendor or its representative  during normal business hours, for the purpose
     of determining  the accuracy of the Total Purchase Price paid to Vendor for
     the 12 months  immediately  preceding the start of the audit, in accordance
     with the terms of this  Agreement.  Vendor  shall have the right to conduct
     such an audit upon twenty (20) days  advance  written  notice not more than
     twice each year. In the event that such an audit  discloses an underpayment
     of the Total Purchase  Price which is greater than five percent (5%),  then
     DR shall pay the reasonable costs of such audit, otherwise Vendor shall pay
     the costs of such audit.

g.   Any  payment  or part of a  payment  hereunder,  which is not paid when due
     shall bear  interest  at the rate of 1.5% per month from its due date until
     paid.

h.   In  addition,  Vendor  and DR agree to the  Marketing  payments  listed  on
     Exhibit E, if any.

6.   TANGIBLE DELIVERY OF PRODUCTS

a.   The  following  provisions  will apply to any Products  listed on Exhibit B
     which are to be delivered in tangible form by DR:

     1.   The Vendor  shall  provide DR with an  inventory of the Products to be
          held on consignment and used by DR to fulfill orders for the Products.
          DR shall be  responsible  for the  delivery of the Products to the End
          User at a location or locations designated by the End User.

     2.   The  Products  shall be  delivered  to DR  prepackaged  and  ready for
          shipment  and  delivery  to the End User.  The Vendor  shall be solely
          responsible for the shipment


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          of the  Products to DR and shall be solely  responsible  for all costs
          and expenses associated with any such shipments. The Vendor shall bear
          the entire risk of loss of or damage to the Products during  shipments
          to or from DR.

     3.   Within fifteen (15) days after the date of this Agreement,  the Vendor
          shall provide DR with such consigned quantities of the Products as may
          be mutually agreed upon in writing by DR and the Vendor. On a periodic
          basis,  DR shall  provide an  inventory  detail to Vendor  showing the
          current  inventory  of  the  Products.  Periodically,  DR  will  issue
          consignment  purchase  orders for the estimated needs of Product to be
          physically shipped.  The Vendor shall be responsible for making prompt
          delivery of the Products to DR.

     4.   All  shipments  of  Product to DR will be  clearly  labeled  with DR's
          purchase  order  number on the  outside of the box.  If DR is tracking
          serial  numbers  for the  Products,  Vendor  will  provide  with  each
          shipment  of  Product a  complete  list of the  serial  numbers of the
          Product enclosed in each box.

     5.   DR shall have no liability of any kind  whatsoever  as a result of any
          delay in the delivery of the  Products by the Vendor,  or the delivery
          of  the  Products  to  DR  in  non-conforming   condition.   Upon  the
          termination of this Agreement,  at the Vendor's sole cost and expense,
          the unsold inventory of the Products shall be returned to the Vendor.

7.   CONFIDENTIALITY

a.   Each party agrees that all binary code, inventions,  algorithms,  know-how,
     ideas,  and all other  business,  technical  and financial  information  it
     obtains  from the other are the  confidential  property  of the  disclosing
     party ("Confidential  Information").  Except as expressly and unambiguously
     allowed herein,  the receiving party will hold in confidence and not use or
     disclose  any  Confidential   Information  and  shall  similarly  bind  its
     employees and agents. The receiving party shall not be obligated under this
     Section 7 with respect to information the receiving party can document:

     1.   is or has become  readily  available to the public through no fault of
          the receiving party or its employees or agents, or

     2.   is  received  without  restriction  from a  third  party  lawfully  in
          possession of such information and lawfully empowered to disclose such
          information; or

     3.   was  rightfully  in the  possession  of the  receiving  party  without
          restriction prior to its disclosure by the disclosing party.

     4.   is independently  developed by the receiving party by its employees or
          agents  without  access  to the  other  party's  similar  Confidential
          Information.



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Each party's obligations with respect to Confidential information shall continue
for the  shorter  of  three  (3)  years  from the  date of  termination  of this
Agreement or until one of the above enumerated  conditions  becomes  applicable.
Each  party  acknowledges  that  its  breach  of  this  Section  7  would  cause
irreparable  injury to the other for which monetary  damages are not an adequate
remedy.  Accordingly,  a party will be entitled to  injunctive  relief and other
equitable remedies in the event of a breach of the terms of this Agreement.

b.   DR agrees not to: (i) disassemble,  decompile or otherwise reverse engineer
     the  Software or  otherwise  attempt to learn the source  code,  structure,
     algorithms or ideas underlying the Software;  (ii) take any action contrary
     to EULA except as allowed under this Agreement.

8.   VENDOR TRADEMARKS

a.   DR acknowledges that the Vendor Trademarks are trademarks owned or licensed
     solely and  exclusively by Vendor.  DR agrees to use the Vendor  Trademarks
     only in the form and manner and with  appropriate  legends as prescribed by
     Vendor. All use of Vendor Trademarks shall inure to the benefit of Vendor.

b.   DR shall not remove,  alter,  cover or obfuscate  any  copyright  notice or
     other proprietary rights notice placed in or on the Products by Vendor.

9.   INDEMNIFICATION

a.   Vendor shall defend,  indemnify,  and hold DR harmless from and against any
     and all  liabilities,  losses,  damages,  costs,  and expenses  (including,
     without limitation,  reasonable legal fees and expenses) associated with or
     incurred as a result of any claim, action, or proceeding instituted against
     DR arising  out of or relating to the acts or failure to act of the Vendor,
     or any of its  affiliated  companies,  agents,  employees or other  related
     parties  under  this  Agreement  including,  without  limitation,  actions,
     claims, or proceedings  related to: (i) Vendor's  performance of its rights
     and obligations  under this Agreement,  (ii) the breach by Vendor of any of
     the terms of this  Agreement or any of the  representation  and  warranties
     contained  herein;  or (iii) the  actual  or  alleged  infringement  of any
     intellectual  property  rights  arising  out  of  Electronic  Distributor's
     duplication,  sale,  distribution,  or other use of the Product pursuant to
     this Agreement.

b.   DR shall  indemnify  and hold Vendor  harmless from and against any and all
     liabilities,  losses,  damages,  costs and expenses  (including  reasonable
     legal  fees and  expenses)  associated  with any  claim or  action  brought
     against   Vendor  that  may  arise  from  DR's  improper  or   unauthorized
     replication,  packaging,  marketing,  distribution,  or installation of the
     Product,   including  claims  based  on  representations,   warranties,  or
     misrepresentations made by DR, or any other improper or unauthorized act or
     failure to act on the part of DR.



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c.   If either Vendor or DR receives notice or knowledge of a claim as described
     in 9.a. or 9.b.  above,  it will promptly notify the other party in writing
     and give the other party all necessary  information  and assistance and the
     exclusive authority to evaluate, defend, and settle such claim.

10.  LIMITATION OF LIABILITY

The total  liability of DR (including  its  subcontractors  and dealers) for all
claims,  whether in contract,  tort (including negligence and product liability)
or otherwise, arising out of, connected with, or resulting from the distribution
of the  Product or any other  terms of this  agreement  shall not exceed the net
amount realized by DR hereunder.  IN NO EVENT SHALL DR BE LIABLE FOR ANY LOSS OF
DATA,  LOST  PROFITS,  OR  INDIRECT,  INCIDENTAL,   CONSEQUENTIAL,  SPECIAL,  OR
EXEMPLARY  DAMAGES,  EVEN IF DR HAS  BEEN  ADVISED  OF THE  POSSIBILITY  OF SUCH
DAMAGES  AND  NOTWITHSTANDING  THE FAILURE OF  ESSENTIAL  PURPOSE OF ANY LIMITED
REMEDY PROVIDED HEREIN.

11.  TERM AND TERMINATION

a.   This  Agreement  will  continue  in effect  for two (2) years from the date
     hereof ("Initial Term").  This Agreement will be automatically  renewed for
     successive additional one (1) year terms ("Renewal Term") unless terminated
     by  either  party  upon  ninety  (90)  days  written  notice  prior  to the
     expiration of the Initial Term or any Renewal Term.

b.   This  Agreement  may be terminated  by a party "for cause"  immediately  by
     written notice upon the occurrence of any of the following events:  (i.) If
     the other party ceases to do business, or otherwise terminates its business
     operations  (except as permitted under Section 12.a.) or (ii.) If the other
     shall fail to promptly  secure or renew any license  registration,  permit,
     authorization  or approval  for the  conduct of its  business in the manner
     contemplated  by  this  Agreement  or if any  such  license,  registration,
     permit,   authorization  or  approval  is  revoked  or  suspended  and  not
     reinstated within thirty (30) days. (iii) If the other materially  breaches
     any provision of this  Agreement and fails to fully cure such breach within
     thirty (30) days of written notice  describing the breach,  or (iv.) If the
     other party  becomes  insolvent or seeks  protection  under any  bankruptcy
     laws, creditor's arrangement,  composition or comparable proceeding,  or if
     any such  proceeding  is  instituted  against  the other and not  dismissed
     within ninety (90) days.

c.   Upon  termination  of this  Agreement for any reason,  DR will  immediately
     cease  distribution  of the  Products.  DR shall  remit all Total  Purchase
     Prices due to Vendor  within  sixty (60) days of such  termination,  less a
     reasonable reserve for estimated returns.

d.   Termination  by either  party  will not  affect  the rights of any End User
     under the terms of the EULA.



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12.      GENERAL PROVISIONS

a.       This  Agreement may not be assigned by Vendor or by operation of law to
         any other person,  persons,  firms, or corporations without the express
         written  approval of DR. DR shall be entitled to assign this  Agreement
         in the  event of a merger,  acquisition,  joint  venture,  or a sale of
         substantially all of its assets, or any similar transaction.

b.       All  notices  and  demands  hereunder  shall be in writing and shall be
         served by personal  service or by mail at the address of the  receiving
         party set forth in this Agreement (or at such different  address as may
         be designated by such party by written notice to the other party).  All
         notices  and demands by mail shall be  certified  or  registered  mail,
         return receipt requested, or by  nationally-recognized  private express
         courier,  and shall be deemed  given upon the earlier of;  receipt or 5
         days after mailing.

c.       This  Agreement  shall be governed by and construed in accordance  with
         the substantive laws of the State of Minnesota.

d.       Each party is acting as an independent  contractor and not as an agent,
         partner, or joint venture with the other party for any purpose.  Except
         as  provided  in this  Agreement,  neither  party shall have the right,
         power,  or  authority  to act or to create any  obligation,  express or
         implied, on behalf of the other.

e.       The indemnification  and  confidentiality  obligations set forth in the
         Agreement  and any other  provision  which by its sense and  context is
         appropriate,  shall survive the termination of this Agreement by either
         party for any reason.

f.       The titles and headings of the various  sections and paragraphs in this
         Agreement are intended  solely for convenience of reference and are not
         intended for any other  purpose  whatsoever,  or to explain,  modify or
         place  any  construction  upon  or on  any of the  provisions  of  this
         Agreement.

g.       No  provisions  in  either  party's  purchase  orders,  or in any other
         business  forms  employed by either party mill  supersede  the term and
         conditions  of this  Agreement,  and no  supplement,  modification,  or
         amendment  of this  Agreement  shall be  binding,  unless  executed  in
         writing  by a duly  authorized  representative  of each  party  to this
         Agreement.

h.       The  parties  have  read  this  Agreement  and agree to be bound by its
         terms,  and further agree that it  constitutes  the complete and entire
         agreement of the parties and  supersedes  all previous  communications,
         oral or written, and all other communications  between them relating to
         the license and to the subject hereof. No representations or statements
         of any kind by either  party,  which are not expressly  stated  herein,
         shall be binding on such party.




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IN WITNESS WHEREOF,  the parties have executed this Agreement as of the date set
forth above.


DIGITAL RIVER, INC.                     VENDOR



                                        Company:
                                                  ------------------------------

Signature:                              Signature:
          ------------------------                ------------------------------

Name & Title:                           Name & Title:
               -------------------                     -------------------------

Date:                                   Date:
     -----------------------------           -----------------------------------


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                                    EXHIBIT A
                             REQUIREMENTS CHECKLIST



The "checklist" of items needed to complete the process are:

1)   Executed Distribution Agreement

2)   If  Product  will  be  delivered  electronically,   DR  requires  the  "net
     deliverable"  Master copy of the program in a  compressed,  self-extracting
     form. This file needs to include all information the end-user needs such as
     applicable end user license  agreement(s) and online documentation and help
     files.

3)   A range of 100 license numbers  electronically if the Product is serialized
     (.txt file).

4)   Marketing Materials.

          Text - Vendor  must  deliver  this in a txt file with the  information
          clearly  delineated.  All Maximum  Character  lengths  INCLUDE spaces.
          Product Name (30 char.  max.),  Product  Description (50 char.  max.),
          Sales Pitch (255 char.max.), Product Detail (2,000 char. max.)

          Graphics - Product Picture .jpg or .gif,  Trademarks/logos (gif file).
          Vendor   must   include   any   and  all   computer-readable   product
          specification  sheets,  collateral,  or  other  information  you  deem
          appropriate (html., .pdf, .gif or .txt file).

5)   Trial versions of the Products if available.

6)   If not completed by Vendor, Product may need to be converted for electronic
     distribution  by DR.  Product  conversion  includes  packaging the Product,
     inclusion  in the  dealer  network  on-line  catalogs,  posting  of product
     information   provided  by  vendor  in  HTML  format  and  other  marketing
     activities  which  may be  added  from  time to  time.  The  cost  for such
     conversion is $____________ per Product, and is payable by Vendor.  Payment
     is due upon execution of this Agreement by Vendor.

DR may at its option  publish this list or any revisions or changes to it on its
web page. In this event, Vendor will be given the URL of the page containing the
revised data.


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                                    EXHIBIT B
                                 PRODUCTS & FEES


Initialization Fee         $500.00

% Cost - For each  copy of a  Product  delivered  to an End User  generated  off
Vendor's web site,  DR will  purchase the Product at a cost equal to the percent
of the selling price (the "% Cost").  Example: if the selling price of a Product
is $100 and the % Cost is 80% then DR will purchase each copy of Product sold at
$80.

Distribution  Cost - For  each  copy  of a  Product  delivered  to an  End  User
generated  other than from  Vendor's WWW Home Page, DR will purchase the Product
at a cost equal to the Distribution Cost (the "Distribution Cost").

Advertised  Price - The price at which the Product mill be initially sold on the
Vendors WWW Home Page.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                            Digital (D)                                    End-User (E)
                              Vendor       Tangible (T)       Advertised        %           Dealer (D)       Distribution
       Product Name           Part #         Both (B)           Price         Cost           Both (B)            Cost
--------------------------------------------------------------------------------------------------------------------------
<S>    <C>                    <C>          <C>                <C>             <C>          <C>               <C>


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Total Electronic Conversion Fee due DR ($__________ per Product):                                       $__________
</TABLE>


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<PAGE>



                                    EXHIBIT C
                               PRODUCT INFORMATION

<TABLE>
<CAPTION>

Please fill out the following template for each Product
<S>                                                                             <C>

Product Name:                                                                   INVU SOLO

Vendor Name (up to 36 characters):                                              INVU

Product Description:                                                            Information and Document Management

Weight of Product for physical Shipment:                                        230 grams

Does this Product include electronic documentation? (Y/N)                       Yes

Does this Product include online help? (Y/N)                                    No

Does this Product have a demonstration version? (Y/N)                           Yes

If yes, what differentiates the demo from the real Product?                     30 Day Evaluation

What is the platform for this Product? (Mac, Win 3.X, Win95, NT or UNIX)        95/98/NT

What is the advertised price of this Product?                                   $99.00/$165.00

What, if any, is the vendor part number of this product?                        1040

Is this Product serialized? (Y/N)                                               Yes

Does this Product have an export ban? (Y/N)                                     No

If yes, to which countries is export restricted or banned?

</TABLE>


                                       13

<PAGE>


                                    EXHIBIT E
                 Marketing Development Funds - Coop Advertising



If this  exhibit  is  attached,  and  initialed  by DR and  Vendor  in the space
provided, then the terms herein shall become an addition to the Payments section
of the Agreement as provided in 5h. of the Agreement.  Nothing in this Exhibit E
is intended to change the other obligations or responsibilities contained in the
Agreement.

DR will accrue a coop advertising allowance ("COOP") in an amount equal to eight
percent (8%) of the Total  Purchase Price for sales of Vendor's  Products.  Such
allowance may be used to fund advertising,  channel marketing and promotions for
Vendor's  Product by DR  including,  but not  limited  to,  purchasing  links to
banners from  focussed  Internet web sites.  Vendor agrees to allow DR to offset
this COOP  against  any or all other  amounts  owing to Vendor by DR under  this
Agreement.

*DR will receive Marketing Development Funds (MDF) in an amount of $___________.
The funds may be used to fund advertising,  channel marketing and promotions for
Vendor's  Product by DR  including,  but not  limited  to,  purchasing  links to
banners from  focussed  Internet Web sites.  Vendor agrees to allow DR to offset
this MDF  against  any or all other  amounts  owing to  Vendor by DR under  this
Agreement.

DR agrees that all Marketing  Development Funds and/or Coop Advertising received
from Vendor will be used to promote the sales of Vendor's Products.

Please initial in the space below:


DR
     -----------------------------

Vendor
      ----------------------------



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