DATED OCTOBER 24, 2001






                        (1) VERTICAL INVESTMENTS LIMITED

                                      -and-

                            (2) INVU SERVICES LIMITED

                                      -and-

                     (3) INVU INTERNATIONAL HOLDINGS LIMITED

                                      -and-

                                  (4) INVU PLC

                                      -and-

                (5) DAVID MORGAN, JOHN AGOSTINI AND JON HALESTRAP



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

                                 LOAN AGREEMENT

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











                               Teacher Stern Selby
                                37-41 Bedford Row
                                 London WC1R 4JH
                            Telephone: 020 7242 3191
                            Facsimile: 020 7242 1156



<PAGE>


THIS AGREEMENT is delivered as a DEED this 24th day of October, 2001

BETWEEN:

(1)  VERTICAL INVESTMENTS LIMITED (Company No. 71185) whose registered office is
     at Eagle  House,  Don Road,  St  Helier,  Jersey,  Channel  Islands  JE1 61
     ("Lender");

(2)  INVU SERVICES  LIMITED  (Company No. 3319922) of The Beren,  Blisworth Hill
     Farm,  Stoke  Road,  Blisworth,   Northampton,   Northamptonshire  NN7  3DB
     ("Borrower");

(3)  INVU INTERNATIONAL  HOLDINGS LIMITED (Company No. 3340939) whose registered
     office  is at The  Beren,  Blisworth  Hill  Farm,  Stoke  Road,  Blisworth,
     Northampton, Northamptonshire NN7 3DB ("IIH");

(4)  INVU PLC (Company No.  3375359)  whose  registered  office is at The Beren,
     Blisworth Hill Farm, Stoke Road, Blisworth,  Northampton,  Northamptonshire
     NN7 3DB ("IPLC"); and

(5)  DAVID MORGAN of [insert address], JOHN AGOSTINI of [insert address] and JON
     HALESTRAP of [insert address] (the "Executive Directors").

RECITAL

The Lender is prepared to make available a loan to the Borrower on the terms and
conditions set out below:-

1.   Operative Provisions

1.1  The following  words and phrases shall have the following  meanings  unless
     they are inconsistent with the context:

         "Advance"            US$500,000  or, as the  context may  require,  the
                              principal   amount   thereof  from  time  to  time
                              outstanding;

         "Agreement"          this Agreement together with the Schedules;

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

         "Debenture"          the  debenture  to be entered  into by each of the
                              Guarantors in favour of the Lender in the form set
                              out in the schedule to the Secured Guarantee;

         "Event of Default"   the events listed in Schedule 2;

         "Guarantors"         together IIH and IPLC;

         "Loan"               the aggregate  principal amount of Advance for the
                              time  being   outstanding   under  this  Agreement
                              together with all capitalised and accrued interest
                              thereon;

         "Repayment Date"     the expiry of three calendar  months from the date
                              of this Agreement; and

         "Secured Guarantee"  the secured  guarantee  to be entered into by each
                              of the  Guarantors  in favour of the Lender in the
                              form set out in Schedule 1;

1.2  All the  provisions  of this  Agreement are severable and distinct from one
     another and the illegality, invalidity or unenforceability of any provision
     shall not affect the validity or enforceability of any other provision.

1.3  This Agreement  supersedes any other agreement between the Borrower and the
     Lender  whether  written,  oral,  expressed  or implied in  relation to the
     subject matter contained herein.

1.4  Except where the context  otherwise  requires  words  denoting the singular
     shall include the plural and  vice-versa;  words  denoting any gender shall
     include all genders; words denoting the whole include any part thereof.

1.5  Unless  the  context  otherwise  requires,  a  reference  to a Clause  or a
     Schedule is to a clause of or a schedule to this Agreement.

1.6  Clause  headings  are for  ease of  reference  only and do not  affect  the
     construction of this Agreement.

1.7  Reference  to any statute or  statutory  provision  includes a reference to
     that statute or statutory provision as from time to time amended,  extended
     or re-enacted, with or without amendment.

2.   The Advance

     Subject to the terms and conditions of this Agreement the Lender shall from
     the date hereof make available to the Borrower the Advance.

3.   Purpose

3.1  The Advance  shall be used by the  Borrower  firstly in reducing the amount
     outstanding on the Borrowers  overdraft facility with the Bank of Scotland,
     (Birmingham   branch)  to  the  limit   authorised   by  the  bank   (being
     (pound)800,000)  and any balance shall be used for working capital purposes
     only.

3.2  The Borrower  shall not use any of the Advance for any purpose  except that
     permitted  in this  Clause 3.  Failure by the  Borrower to comply with this
     Clause  shall not  prejudice  any  rights of the  Lender,  who shall not be
     responsible  for  monitoring  or  ensuring  the use or  application  by the
     Borrower of any part of the Advance.

4.   Repayment

     Subject to Clause 9 (Event of  Default)  the  Borrower  shall  repay to the
     Lender the Loan in full together with all accrued and outstanding  interest
     and free from any legal or  equitable  right of set off, at such time as it
     is able to do so but in any event not later than the Repayment Date.

5.   Prepayment

5.1  Notwithstanding (and without prejudice to) Clause 4, the Borrower (provided
     that it shall have given to the Lender not less than 5 Business  Days prior
     notice  specifying the date and intended  amount of the payment) may prepay
     the whole or any part of the Advance.

5.2  Prepayments  under  this  Agreement  shall be made  together  with  accrued
     interest  thereon and all other  amounts  payable  under and in relation to
     this Agreement in respect of such Advance.

5.3  No amount prepaid under this Agreement may be redrawn by the Borrower.

5.4  Any notice of prepayment  given by the Borrower under this Agreement  shall
     be  irrevocable  and the  Borrower  shall be bound to prepay  the  relevant
     amount(s) in accordance  with such notice.  The Borrower may not prepay all
     or any part of any Advance  except in accordance  with the express terms of
     this Agreement.

5.5  Any prepayment shall be applied against and shall reduce the Loan.

6.   Interest

6.1  The Borrower shall pay to the Lender interest on the Advance at the rate of
     12% per annum from the date of this Agreement.

6.2  Interest  on the Loan  shall  accrue  daily  and  shall be  payable  on the
     Repayment  Date or,  if any  prepayment  is made,  at the same  time as the
     prepayment.

6.3  The Borrower shall, on demand by the Lender,  pay to the Lender interest on
     sums not paid on their  respective  due dates under this Agreement from the
     due  date up to the  date of  actual  payment  (as  well  after  as  before
     judgment)  at a rate of 3% per annum  above the base rate from time to time
     of Barclays Bank plc.

     6.3.1     If any interest payable under this Agreement is not paid within 5
               Business  Days  after  the due  date  for  payment  it  shall  be
               capitalised  and added to the Advance and bear  interest from the
               due date for  payment at the rate of 3% per annum  above the base
               rate from time to time of Barclays Bank plc per annum;

     6.3.2     The  capitalisation  of  arrears  of  interest  will  be  without
               prejudice to the Lenders right at any time to enforce  payment of
               the sums concerned as interest in arrears;

     6.3.3     Otherwise  all  undertakings  and  provisions  contained  in this
               Agreement and all powers and remedies conferred by law or by this
               Agreement and all rules of law or equity  relating to the Advance
               and interest on it shall equally apply to capitalised  arrears of
               interest and to interest on them.

7.   Payments

7.1  All sums payable pursuant to this Agreement shall:

     7.1.1     be paid without set off,  counterclaim,  withholding or deduction
               of any kind  whatsoever  unless required by law in which case the
               Borrower  will pay to the Lender such  additional  amount as will
               result in the Lender  receiving  the full  amount  which it would
               have  received  had  there  been no such set  off,  counterclaim,
               withholding or deduction;

     7.1.2     be made in US dollars  and if  payment  falls to be made on a day
               which is not a Business Day it shall be made on the next Business
               Day;

     7.1.3     unless  received by the Lender by 1.p.m.  on a Business Day shall
               be deemed to have been  received on the next Business Day for all
               purposes  under this Agreement  including the  calculation of the
               final amount due; and

     7.1.4.1   be made in such manner as reasonably specified by the Lender from
               time to time.

7.2  Account(s) maintained by the Lender in connection with the Advance shall be
     conclusive  and prima facie evidence of the amounts from time to time owing
     by the  Borrower to the Lender  under this  Agreement  save in the event of
     manifest error.

8.   Indemnity

8.1  The Borrower shall pay to the Lender on demand,  on a full indemnity  basis
     all  expenses  (including  but not  limited  to  legal  and  out of  pocket
     expenses)  properly  incurred in connection  with the  preparation  of this
     Agreement.

8.2  The Borrower  shall fully  indemnify  the Lender from and against any loss,
     damage or liability which they may incur as a consequence of the occurrence
     of any Event of Default.

8.2  The  Borrower  shall  pay all  stamp,  documentary,  registration  or other
     similar duties or taxes (including any payable by the Lender) imposed in or
     by the United Kingdom on or in connection  with this  Agreement  and/or any
     other  document  referred to herein and shall  indemnify the Lender against
     any liability arising by reason of any delay or omission by the Borrower to
     pay such duties or taxes.

9.   Event of Default

     The Lender may (without  prejudice to any of their  rights) upon and at any
     time after the  happening  of an Event of  Default,  so long as the same is
     continuing, by notice to the Borrower declare that:-

     (a)  the  Loan  has  become  immediately  due and  payable,  whereupon  the
          Borrower  shall  forthwith  repay the same  together with all interest
          accrued and all other sums payable under this Agreement; and/or

     (c)  the Loan has become due and payable on demand,  whereupon the Loan and
          all interest and other sums payable under this Agreement  shall at all
          times after such declaration be due and payable forthwith on demand.

10.  Guarantee and Indemnity by Guarantor

10.1 In  consideration  of the Lender  entering into this  Agreement each of the
     Guarantors hereby  unconditionally and irrevocably guarantees to the Lender
     the due and punctual  performance and observance by the Borrower of all its
     obligations,   commitments,   undertakings,   warranties,  indemnities  and
     covenants  under or pursuant to this  Agreement and agrees to indemnify the
     Lender against all losses,  damages,  costs and expenses  (including  legal
     costs and expenses) which the Lender may suffer or incur through or arising
     from  any  breach  by  the  Borrower  of  such  obligations,   commitments,
     warranties,  undertakings,  indemnities  or covenants.  Further each of the
     Guarantors shall forthwith upon the execution of this Agreement execute and
     enter  into a  Secured  Guarantee  and  Debenture  in the  form  set out in
     Schedule 1.

10.2 The  Guarantors'  liability  hereunder and under the Secured  Guarantee and
     Debenture  shall not be  released  or  diminished  by any  arrangements  or
     alterations  of terms  (whether  of this  Agreement  or  otherwise)  or any
     forbearance,  neglect or delay in seeking  performance  of the  obligations
     hereby imposed or any granting of time for such performance.

10.3 If and  whenever the Borrower  defaults  for any reason  whatsoever  in the
     performance  of any  obligation or liability  undertaken or expressed to be
     undertaken by it under or pursuant to this  Agreement,  the Guarantor shall
     forthwith upon demand  unconditionally  perform (or procure performance of)
     and satisfy (or procure the satisfaction of) the obligation or liability in
     regard to which such default has been made in the manner prescribed by this
     Agreement and so that the same benefits shall be conferred on the Lender as
     they would have  received if such  obligation  or  liability  had been duly
     performed and satisfied by the  Borrower.  The Guarantor  waives any rights
     which it may have to require the Lender to proceed  first  against or claim
     payment  from the  Borrower to the intent that as between the  Borrower and
     Guarantor  the  latter  shall be  liable as  principal  debtor as if it had
     entered into all undertakings, agreements and other obligations jointly and
     severally with the Borrower.

10.4.This  guarantee and indemnity is to be a continuing  security to the Lender
     for all obligations, commitments, warranties, undertakings, indemnities and
     covenants on the part of the Borrower  under or pursuant to this  Agreement
     notwithstanding  any  settlement  of  account  or  other  matter  or  thing
     whatsoever.

10.5.This  guarantee  and  indemnity is in addition to and without  prejudice to
     and not in substitution for any rights or security which the Lender may now
     or  hereafter  have  or hold  for the  performance  and  observance  of the
     obligations,   commitments,   undertakings,   covenants,   indemnities  and
     warranties of the Borrower under or in connection with this Agreement.

10.6 Each of the parties (other than the Lender) agree to procure that Invu Inc,
     a company  organised  and existing  under the laws of the State of Colorado
     whose  principal  place of business is at The Beren,  Blisworth  Hill Farm,
     Stoke Road, Blisworth, Northampton,  Northamptonshire NN7 3DB enters into a
     Secured Guarantee and Debenture within 10 Business Days of the date of this
     Agreement.

11.  Indulgence and Waiver

     The Lender may at any time,  without  discharging or in any way prejudicing
     this Agreement or any remedy of the Lender under this  Agreement,  grant to
     the Borrower or to any other person, time, indulgence, loans or advances or
     enter into any arrangement or variation of rights or, either in whole or in
     part,  release,  abstain from perfecting or enforcing or neglect or fail to
     perfect  or  enforce  any   remedies  or  rights  which  they  may  now  or
     subsequently have from or against the Borrower or any other person.

12.  Notices

12.1 Any  notice to be given  under this  Agreement  shall  either be  delivered
     personally or sent by first class delivery post. The address for service of
     each party hereto (in the case of a company) shall be its registered office
     for the time being and (in the case of an individual)  shall be his address
     stated  above or any other  address for service  within the United  Kingdom
     subsequently  notified in writing to the other parties hereto as being that
     individuals  address for service or (in the  absence of  notification)  his
     last known place of residence within the United Kingdom.  A notice shall be
     deemed to have been served:-

     12.1.1         if personally delivered: at the time of delivery; or

     12.1.2         if posted:  at the expiration of 48 hours after the envelope
                    containing  the notice was delivered into the custody of the
                    postal authorities.

12.2 In proving  service it shall be sufficient to prove that personal  delivery
     was made, or that the envelope containing the notice was properly addressed
     and delivered  into the custody of the postal  authority as a prepaid first
     class letter.

13.  Counterparts

     This Agreement may be executed in any number of counterparts  (by facsimile
     if necessary)  and by each of the parties  hereto on separate  counterparts
     each of which when executed and delivered (by facsimile if necessary) shall
     be  deemed  to be an  original,  but all the  counterparts  together  shall
     constitute one and the same document.

14.  Assignment

14.1 This  Agreement  shall be binding  upon,  and endure for the benefit of the
     parties hereto and their respective successors.

14.2 None of the parties hereto may assign or transfer any of its/his respective
     rights, benefits or obligations under this Agreement.

15.  Variation

     This  Agreement  shall not be varied or cancelled,  unless the variation or
     cancellation is expressly accepted in writing by each of the parties.

16.  Law

     This  Agreement  shall be  governed by and  construed  in  accordance  with
     English law and the parties hereto submit to the exclusive  jurisdiction of
     the English Courts.

AS  WITNESS  whereof  this  Agreement  has  been  signed/executed  as a Deed and
delivered the day first above written.


<PAGE>


                                   SCHEDULE 1

                     FORM OF SECURED GUARANTEE AND DEBENTURE

See attached.


<PAGE>


                                   SCHEDULE 2

                                EVENTS OF DEFAULT

Each of the events set out below is an Event of Default  (whether  or not caused
by any reason  whatsoever  outside the  control of the  Borrower or of any other
person) namely:-

1.       the Borrower does not repay to the Lender the Loan  (together  with all
         accrued and outstanding interest thereon) on the Repayment Date;

2.       the Borrower  does not pay within  twenty (20) Business Days of the due
         date any amount  (other  than the amount  referred  to in  paragraph  1
         above) payable by it hereunder in accordance with the terms hereof;

3.       the  Borrower  and/or a  Guarantor  makes a  proposal  to enter  into a
         voluntary  arrangement  or enters or seeks to enter into any other form
         of  composition  or  arrangement  with any of its creditors  whether in
         whole or in part;

4.       distress or  execution or other  process is levied or enforced  upon or
         issued against any property of the Borrower  and/or a Guarantor  unless
         such event does not have or could not have a material adverse effect on
         the Borrower and/or the Guarantor (as appropriate);

5.       if there is any breach by the Borrower of any obligations  statutory or
         otherwise  binding  on  it or  of  any  term,  condition,  covenant  or
         provision contained in this Agreement;

6.       if  there is any  breach  by the  Guarantor  of any  term,  obligation,
         covenant or provision  binding upon him contained in this  Agreement or
         under the Secured  Guarantee and Debenture  entered into by it pursuant
         to Clause 10;

7.       if a petition is presented or a resolution passed for the winding up of
         the Borrower  and/or a Guarantor or an  application  presented  for the
         grant  of  an  administration  order  or  for  the  appointment  of  an
         administrator or administrative  receiver in relation to the Borrower's
         and/or a Guarantor's undertaking;

8.       if an encumbrancer takes possession or a receiver is appointed over any
         of the property or assets of the Borrower and/or a Guarantor;

9.       if any other  borrowing  of the  Borrower  and/or a  Guarantor  becomes
         prematurely due and payable as a result of a default thereunder;

10.      if the Borrower  and/or a Guarantor shall cease or threaten to cease to
         carry on business or stop payment;

11.      if an order is made and confirmed for the compulsory acquisition of the
         property of the Borrower and/or a Guarantor or any part thereof;

12.      if control of the Borrower and/or a Guarantor is acquired by any person
         or group of connected persons not having control of such company at the
         date hereof;

13.      if  any  other  event  or  series  of  events  whether  related  or not
         (including  without  limitation  any  material  adverse  change  in the
         business  assets  or  financial  condition  of the  Borrower  and/or  a
         Guarantor)  occurs  which in the  reasonable  opinion of the Lender may
         affect the ability of the Borrower and/or a Guarantor (as  appropriate)
         to comply with all or any of its obligations hereunder;




<PAGE>


EXECUTED as a DEED and DELIVERED                )
by VERTICAL INVESTMENTS LIMITED                 )
acting by two directors/director and secretary  )   ............................



                                                    ............................



EXECUTED as a DEED and DELIVERED                )
by INVU SERVICES LIMITED acting                 )
by two directors/director and secretary         )   ............................


                                                    ............................



EXECUTED as a DEED and DELIVERED by             )
INVU INTERNATIONAL HOLDINGS LIMITED             )
by acting two directors/director and secretary  )   ............................





EXECUTED as a DEED and DELIVERED                )
by DAVID MORGAN in the presence of:-            )   ............................

Witness name:

Address:


Occupation:




EXECUTED as a DEED and DELIVERED                 )
by JOHN AGOSTINI in the presence of:-            )   ...........................

Witness name:

Address:


Occupation:


EXECUTED as a DEED and DELIVERED                )
by JON HALESTRAP in the presence of:-           )   ............................

Witness name:

Address:


Occupation: