27 April 1999



Mr. Tom Maxfield
Marsden Hall
Lizard Lane
Marsden
Tyne & Wear

NE34 7AD

Dear Tom

Further to our discussions last week, I would like to confirm the following:

The company is holding bi-monthly  meetings this year. The next meeting is on 20
May 1999. I will send through a pack before the meeting.

Remuneration  for your services is suggested at 10,000  ordinary  shares in Invu
Inc. plus expenses.  In addition,  during 1999, we will be  implementing a share
option scheme, and I suggest that a further 20,000 are reserved for you.

As a  consequence  of Colorado Law it is not possible for ordinary  shares to be
issued to any party for services which have not yet been  performed.  Therefore,
we could agree that the shares are in  consideration of services to be performed
over the next, say, six months, and issued to you at that time.

I hope  this  is  satisfactory.  If you  would  send me a note  signifying  this
together with the questionnaire, I will organize the appropriate documentation.

Yours sincerely

/s/ David Morgan

DAVID MORGAN

Chief Executive