INVT     InvestAmerica,  Inc.

#148  -  4664  Lougheed  Highway,  Burnaby,  B.C.  V5C  5T5   Canada   Tel (604)
473-9331   Fax  (604)  473-9334

Russells  Systems  Limited                                    October  20,  2000
Suite  61,  Grosvenor  Close
Shirley  Street
Nassau,  New  Providence
Bahamas

Dear  Sirs:

Reference  is  made  to our agreement of November 22, 1999 pursuant to which you
acquired  preferred  stock  of  INVT which is convertible into 54,040,165 common
shares  of  INVT  (the  "Shares").

This  confirms  that  you have agreed that the following sale restrictions shall
apply  during  the  5  year  period  following  November  22, 2000 (the "Lock-Up
Period"):

1.     Unless  specifically  authorized  in writing by the Board of Directors of
INVT  (or  an executive officer authorized by the Board) you shall not sell more
than  the  following  number of Shares during the following specified intervals,
subject  to  the  following  rights  of  cumulation  and  early  termination:

     Year  1  -  3  of  Lock-Up  Period:     .15%  (ie. 81,060 Shares) per month
     Year  4  -  5  of  Lock-Up  Period:     .30% (ie. 162,120 Shares) per month

2.     The  above  monthly  rate  of  sale shall be cumulative for 6 months (ie.
Shares which become eligible for sale in any month may be sold during that month
or in any of the 5 months following).  Any Shares which are not sold during such
6  month  period  may  not  be  sold  until  expiry  of  the  Lock-Up  Period.

3.     If  during the Lock-Up Period INVT stock trades for $10 or more per share
for  60  consecutive  days  at  an  average  volume of 250,000 shares per day or
greater,  the  above  sale restrictions shall be terminated at the conclusion of
such  60  day  period.

You  agree  that  if  you  violate  the  terms  of  this agreement, INVT will be
entitled, without limitation, to obtain injunctive relief against you as well as
any other legal and equitable remedies available, and you will be liable for any
and  all  legal  fees  incurred  by  INVT  in  pursuing  such  remedies.

Please  acknowledge  your  agreement  to  the  foregoing  terms  by  signing and
returning  a  copy  of  this  letter.

Yours  very  truly,

INVESTAMERICA,  INC.          ACKNOWLEDGED  AND  AGREED  by
                              Russells  Systems  Limited
By: /s/ signed                By: /s/ signed
Douglas  Smith,
President  and  CEO