This
Note has not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or under the provisions of
any applicable state securities laws, but has been acquired by the registered holder hereof for purposes of investment and in reliance
on statutory exemptions under the 1933 Act, and under any applicable state securities laws. This Note may not be sold, pledged,
transferred or assigned except in a transaction which is exempt under provisions of the 1933 Act and any applicable state securities
laws or pursuant to an effective registration statement; and in the case of an exemption, only if the Company has received an opinion
of counsel satisfactory to the Company that such transaction does not require registration of this Note.


 


INVESTVIEW
INC.


 


	Date: __________, 2013	$100,000


 


8% SECURED CONVERTIBLE PROMISSORY NOTE


 


Investview Inc. (the
"Company"), for value received, hereby promises to pay to Jeff Culton, or registered assigns (the "Holder")
on or before _________, 2016 (collectively, the "Maturity Date"), at the principal offices of the Company, the principal
sum owed Holder on such date, and to pay interest on the outstanding principal sum hereof at the rate of eight percent (8%) per
annum (the "Note"). All principal and interest shall be payable on the Maturity Date in cash or shares of common stock,
at the discretion of the Investor except that interest may be paid in shares of common stock at the discretion of the Company;
and interest shall commence accruing on the date hereof, computed on the basis of a 365-day year and the actual number of days
elapsed, provided that any payment otherwise due on a Saturday, Sunday or legal Bank holiday may be paid on the following business
day. All payments due hereunder, to the extent not converted into common stock in accordance with the terms hereof, shall be made
in lawful money of the United States of America. In the event that for any reason whatsoever any interest or other consideration
payable with respect to this Note shall be deemed to be usurious by a court of competent jurisdiction under the laws of the State
of Utah or the laws of any other state governing the repayment hereof, then so much of such interest or other consideration as
shall be deemed to be usurious shall be held by the holder as security for the repayment of the principal amount hereof and shall
otherwise be waived. This Note is part of a series of Notes issued in that certain Offering described in the Subscription Agreement
entered between the Holder and the Company. This Note, and all Notes issued by the Company pursuant to the Offering, shall be secured
by all of the assets of the Company on a pari passu basis as set forth in that certain Security Agreement entered by and between
the Company and the Holder (the “Security Agreement”).


 


1.          Transfers
of Note to Comply with the 1933 Act


 


The Holder agrees that
this Note may not be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows: (1) to a person whom
the Note may legally be transferred without registration and without delivery of a current prospectus under the 1933 Act with respect
thereto and then only against receipt of an agreement of such person to comply with the provisions of this Section 1 with respect
to any resale or other disposition of the Note; or (2) to any person upon delivery of a prospectus then meeting the requirements
of the 1933 Act relating to such securities and the offering thereof for such sale or disposition, and thereafter to all successive
assignees.


 




    	 



    	 



    

 


2.          Principal
and Interest. For value received, the Company hereby promises to pay to the order of the Holder in lawful money of the
United States of America and in immediately available funds the principal sum of One Hundred Thousand ($100,000), together with
interest on the unpaid principal of this note at the rate of eight percent (8%) per year (computed on the basis of a 365-day
year and the actual days elapsed) from the date of this Note until paid.


 


3.          Principal
and Interest Payments. All principal and accrued interest shall be due and payable on February 1


 


4.          ,
2016 in cash or shares of Common Stock. All payment amounts shall be first applied to interest, if any, and then to the balance
to principal. The Company, in its sole discretion, may pay interest in cash or shares of common stock of the Company. If the Company
elects to pay interest in shares of common stock, then the amount of shares to be delivered shall be equal to the dollar amount
of the interest owed divided by the conversion rate as stated in paragraph 5 “Conversion”.


 


5.          Right
of Prepayment. The Company may prepay a portion or all outstanding principal and interest of the Note upon written consent
of the Holder.


 


6.          Conversion


 


(a) Principal.
At any time prior to or at the time of repayment of this Note by the Company on the Maturity Date, with respect to the outstanding
principal on this Note, the Holder may elect to convert some or all of the principal owing on this Note into shares of the Company’s
common stock at a price of $4.00 per share (the “Conversion Rate”). Such election to convert shall be evidenced by
completion of the conversion notice attached hereto and delivery of such notice to the Company. The Holder’s right to convert
the principal due under this Note to common stock shall supersede the Company’s right to repay such obligations in cash.


 


(b) Interest.
With respect to interest payments due hereunder, the Holder may elect to convert some or all of the interest payable into shares
of the Company’s common stock at the stated Conversion Rate at anytime.


 


(c) Stock Splits. If the Company
subdivides its outstanding Common Shares, by split-up or otherwise, or combines its outstanding Common Shares, the Purchase Price
then applicable to shares covered by this Note shall forthwith be proportionately decreased in the case of a subdivision, or proportionately
increased in the case of a combination.


 


(d) Reserve of Shares for Conversion.
The Company covenants that it will at all times reserve and keep available a number of its authorized Common Shares, free from
all preemptive rights, which will be sufficient to permit the exercise of the conversion of this Note. The Company further covenants
that such shares as may be issued pursuant to the conversion of this note will be, upon issuance, duly and validly issued, fully
paid and non-assessable and free from all taxes, liens, and charges.


 




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6          Waiver
and Consent. To the fullest extent permitted by law and except as otherwise provided herein, the Company waives demand,
presentment, protest, notice of dishonor, suit against or joinder of any other person, and all other requirements necessary to
charge or hold the Company liable with respect to this Note.


 


7          Costs,
Indemnities and Expenses. In the event of default as described herein, the Company agrees to pay all reasonable fees and
costs incurred by the Holder in collecting or securing or attempting to collect or secure this Note, including reasonable attorneys’
fees and expenses, whether or not involving litigation, collecting upon any judgments and/or appellate or bankruptcy proceedings.
The Company agrees to pay any documentary stamp taxes, intangible taxes or other taxes which may now or hereafter apply to this
Note or any payment made in respect of this Note, and the Company agrees to indemnify and hold the Holder harmless from and against
any liability, costs, attorneys’ fees, penalties, interest or expenses relating to any such taxes, as and when the same may
be incurred.


 


8          Secured
Nature of the Note. This Note, together with the other holders that purchased Units in the Offering, is secured by all
of the assets of the Company as set forth in the Security Agreement.


 


9          Event
of Default. An “Event of Default” shall be deemed to have occurred upon the occurrence of any of the
following: (i) the Company should fail for any reason or for no reason to make any payment of the principal, interest, costs, indemnities,
or expenses pursuant to this Note within ten (10) days of the date due as prescribed herein; (ii) any default, whether in whole
or in part, in the due observance or performance of any obligations or other covenants, terms or provisions to be performed by
the Holder under this Note, or (iii) the Holder shall: (1) make a general assignment for the benefit of its creditors; (2) apply
for or consent to the appointment of a receiver, trustee, assignee, custodian, sequestrator, liquidator or similar official for
itself or any of its assets and properties; (3) commence a voluntary case for relief as a debtor under the United States Bankruptcy
Code; (4) file with or otherwise submit to any governmental authority any petition, answer or other document seeking: (A) reorganization,
(B) an arrangement with creditors or (C) to take advantage of any other present or future applicable law respecting bankruptcy,
reorganization, insolvency, readjustment of debts, relief of debtors, dissolution or liquidation; (5) file or otherwise submit
any answer or other document admitting or failing to contest the material allegations of a petition or other document filed or
otherwise submitted against it in any proceeding under any such applicable law, or (6) be adjudicated a bankrupt or insolvent
by a court of competent jurisdiction. Upon an Event of Default (as defined above), the entire principal balance and accrued interest
outstanding under this Note, and all other obligations of the Company under this Note, shall be immediately due and payable without
any action on the part of the Holder, interest shall accrue on the unpaid principal balance at eight percent (8%) per year and
the Holder shall be entitled to seek and institute any and all remedies available to it.


 




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10          Maximum
Interest Rate. In no event shall any agreed to or actual interest charged, reserved or taken by the Holder as consideration
for this Note exceed the limits imposed by New York law. In the event that the interest provisions of this Note shall result at
any time or for any reason in an effective rate of interest that exceeds the maximum interest rate permitted by applicable law,
then without further agreement or notice the obligation to be fulfilled shall be automatically reduced to such limit and all sums
received by the Holder in excess of those lawfully collectible as interest shall be applied against the principal of this Note
immediately upon the Holder’s receipt thereof, with the same force and effect as though the Company had specifically designated
such extra sums to be so applied to principal and the Holder had agreed to accept such extra payment(s) as a premium-free prepayment
or prepayments.


 


11          Cancellation
of Note. Upon the repayment by the Company of all of its obligations hereunder to the Holder, including, without limitation,
the principal amount of this Note, plus accrued but unpaid interest, the indebtedness evidenced hereby shall be deemed canceled
and paid in full. Except as otherwise required by law or by the provisions of this Note, payments received by the Holder hereunder
shall be applied first against expenses and indemnities, next against interest accrued on this Note, and next in reduction of the
outstanding principal balance of this Note.


 


12          Severability.
If any provision of this Note is, for any reason, invalid or unenforceable, the remaining provisions of this Note will nevertheless
be valid and enforceable and will remain in full force and effect. Any provision of this Note that is held invalid or unenforceable
by a court of competent jurisdiction will be deemed modified to the extent necessary to make it valid and enforceable and as so
modified will remain in full force and effect.


 


13          Amendment
and Waiver. This Note may be amended, or any provision of this Note may be waived, provided that any such amendment or
waiver will be binding on a party hereto only if such amendment or waiver is set forth in a writing executed by Holders that participated
in the Offering representing a minimum of 50.1% of the principal outstanding under the Notes. . The waiver by any such party hereto
of a breach of any provision of this Note shall not operate or be construed as a waiver of any other breach.


 


14          Successors.
Except as otherwise provided herein, this Note shall bind and inure to the benefit of and be enforceable by the parties hereto
and their permitted successors and assigns.


 


15          Assignment.
This Note shall not be directly or indirectly assignable or delegable by the Company or the Holder.


 


16          No
Strict Construction. The language used in this Note will be deemed to be the language chosen by the parties hereto to express
their mutual intent, and no rule of strict construction will be applied against any party.


 


17          Further
Assurances. Each party hereto will execute all documents and take such other actions as the other party may reasonably
request in order to consummate the transactions provided for herein and to accomplish the purposes of this Note.


 




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18          Notices,
Consents, etc.  Any notices, consents, waivers or other communications required or permitted to be given under
the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept
on file by the sending party); or (iii) one (1) trading day after deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall
be:


 


	If to Company:	Investview Inc.
	 	54 Broad Street, Suite 301
	 	Red Bank, NJ 07701
	 	Attention: John R. MacDonald, CFO
	 	Telephone: (732) 380-7271
	 	Facsimile:  (732) 380-7915
	 	 
	With a Copy to:	Fleming PLLC
	 	49 Front Street, Suite 206
	 	Rockville Centre, New York 11570
	 	Attention: Stephen M. Fleming, Esq.
	 	Telephone: 516-833-5034
	 	Facsimile: 516-977-1209
	 	 
	If to the Holder:	To the address set forth in the Subscription Agreement


 


or at such other address and/or facsimile
number and/or to the attention of such other person as the recipient party has specified by written notice given to each other
party three (3) trading days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile
machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided
by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or
receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


19          Governing
Law; Jurisdiction. THIS NOTE SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT
OF LAWS. THE BORROWER HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW
YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS NOTE, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER
PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT
IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY
OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS NOTE SHALL BE RESPONSIBLE FOR ALL FEES
AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.


 




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20          No
Inconsistent Agreements. None of the parties hereto will hereafter enter into any agreement, which is inconsistent with
the rights granted to the parties in this Note.


 


21          Third
Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or
entity, other than the parties to this Note and their respective permitted successor and assigns, any rights or remedies under
or by reason of this Note.


 


22          Waiver
of Jury Trial. AS A MATERIAL INDUCEMENT FOR THE HOLDER TO LOAN TO THE COMPANY THE MONIES HEREUNDER, THE COMPANY HEREBY WAIVES
ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
ASSOCIATED WITH THIS TRANSACTION.


 


23          Entire
Agreement.  This Note (including any recitals hereto) set forth the entire understanding of the parties with
respect to the subject matter hereof, and shall not be modified or affected by any offer, proposal, statement or representation,
oral or written, made by or for any party in connection with the negotiation of the terms hereof, and may be modified only by instruments
signed by all of the parties hereto.


 


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BLANK]


 




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IN WITNESS WHEREOF,
this Promissory Note is executed by the undersigned as of the date hereof.


 


	Investview Inc.	 
	 	 
	By:	 	 
	Name:	 
	Title:   	 


 




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ADDENDUM


 


NOTICE
OF CONVERSION


 


(To be executed by the Registered Holder
in order to convert the Note)


 


The undersigned hereby elects to convert $_________
of the principal and $_________ of the interest due on the Note issued by Investview Inc. into Shares of Common Stock according
to the conditions set forth in such Note, as of the date written below.


 


Date of Conversion:____________________________________________________________________


 


Conversion Price: Not to be less than $4.00
per share per stated formula:


 


Shares To Be Delivered:_________________________________________________________________


 


Signature:______________________________________________________________________


 


Print Name:__________________________________________________________________________


 


Address:______________________________________________________________________


 


____________________________________________________________________________


 




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