--------------------------
DEBENTURE
--------------------------
by
INVU INTERNATIONAL HOLDINGS LIMITED
in favor of
BANK OF SCOTLAND
BANK OF SCOTLAND
LEGAL OPERATIONS
<PAGE>
CLAUSES PAGE
------- ----
1. Covenant to pay 1
2. Demands or Notices 1
3. Charging provisions 1
4. Security to be continuing 4
5. Continuing obligations 4
6. Continuing obligations in respect of Assets 4
7. Appointment of Receiver 5
8. Power of Attorney 6
9. Application of security proceeds 6
10. Dealings with property requiring BoS consent 7
11. BoS power of sale 7
12. Company to meet BoS expenses 7
13. Operating of Company's account with BoS 7
14. BoS right of set-off 8
15. Company's authority to release information 8
16. Appointment of Investigating Accountant 8
17. Power to grant Debenture 8
18. Definitions 8
19. Governing Law 9
<PAGE>
IMPORTANT NOTICE: We recommend that you consult your solicitor or other
independent legal adviser before accepting this document.
DEBENTURE
This DEBENTURE is made by:
INVU INTERNATIONAL HOLDINGS LIMITED (Company Number 3340939) of The Beren
Blisworth Hill Farm Stoke Road Blisworth Northamptonshire NN73DB (registered
office) (the "Company") in favor of The Governor and Company of the Bank of
Scotland ("BOS").
Definitions are given in Clause 18.
1. Covenant to Pay
---------------
The Company covenants that it will on demand in writing pay or
discharge the Secured Liabilities.
2. Demands or Notices
------------------
2.1 A demand for payment or any other demand or notice under this
Debenture may be made or given by any manager or officer of
BOS by letter addressed to the Company and sent by first class
post or telefax transmission to or left at the registered
office of the Company or the Company's existing or last known
place of business (or if more than one, any one of such
places);
2.2 If a demand or notice is sent by post it will be deemed to
have been made or given at noon on the day following the day
the letter was posted and if by fax shall be deemed to have
been given when sent provided a transmission report is
received;
2.3 In order to prove that a notice or demand has been served, BOS
need only prove that the notice or demand was properly
addressed and posted or transmitted;
2.4 A certificate by any manager or officer of BOS as to the
amount of the Secured Liabilities or any part of them will, in
the absence of manifest error, be conclusive and binding on
the Company.
3. Charging provisions
-------------------
3.1 The company charges to BOS as a continuing security and with
full title guarantee for the payment or discharge of the
Secured Liabilities:
3.1.1 by way of legal mortgage all the freehold and
leasehold and leasehold property (including the
property described in the Schedule) now vested in it
whether or not the title to the property is
registered at H.M. Land Registry together with all
present and future buildings, fixtures (including
trade and tenant's fixtures), plant and machinery
which are at any time on the property
3.1.2 by way of fixed charge:
3.1.2.1 all future freehold and leasehold property
belonging to the company together with all
buildings, fixtures (including trade and
tenant's fixtures), plant and machinery
which are at anytime on the property;
3.1.2.2 all present and future interests of the
Company in or over land or the proceeds of
sale of it and all present and future
licenses of the Company to enter upon or use
land and the benefit of all other agreements
relating to land to which it is or may
become party or otherwise entitled and all
fixtures (including trade and tenant's
fixtures), plant and machinery which are at
any time on the property charged under this
Debenture;
3.1.2.3 all the company's goodwill and uncalled
capital for the time being;
3.1.2.4 all present and future stocks, shares and
other securities owned (at law or in equity)
by the company and all rights and interests
accruing or offered at any time in relation
to them all rights and interests in and
claims under all policies of insurance and
assurance held or to be held by or inuring
to the benefit of the Company and the
benefit of all rights and claims to which
the Company is now or may be entitled under
any contracts;
3.1.2.5 all patents, patent applications, trade
marks, trade mark applications, trading
names, brand names, service marks,
copyrights, rights in the nature of
copyright, moral rights, inventions, design
rights, registered designs, all trade
secrets and know-how, computer rights,
programs, systems, tapes, disks, software,
all applications for registration of any of
them and other intellectual property rights
held or to be held by the Company or in
which it may have an interest and the
benefit of all present and future agreements
relating to the use of or licensing or
exploitation of any such rights (owned by
the Company or others) and all present and
future fees, royalties or similar income
derived from or incidental to any of the
foregoing in any part of the world;
3.1.2.6 all present and future book and other debts
and monetary claims of the Company whether
payable now or in the future and the benefit
of all present and future rights and claims
of the Company against third parties
relating to them and capable of being
satisfied by the payment of money (save as
charged under sub-clause 3.1.2.4);
3.1.2.7 all present and future plant and machinery
not otherwise charged under this Clause 3
and all other present and future channels of
the Company (excluding any of the same for
the time being forming part of the Company's
stock in trade or work in progress); and
3.1.2.8 all present and future bank accounts, cash
at bank and credit balances of the Company
with any bank or other person whatsoever and
all rights relating or attaching to them
(including the right to interest);
3.1.3 by way of floating charge all the Assets not
effectively otherwise charged by this Clause 3,
including (without limitation) any immovable property
of the Company in Scotland and any Assets in Scotland
falling within any of the types mentioned in sub
-clause 3.1.2, but so that the Company is prohibited
from creating any fixed security or mortgage or any
other floating charge over the Assets having priority
over or ranking pari passu with ---------- the
floating charge created by this sub-clause (otherwise
than in favor of BOS to part with or dispose of any
part of those Assets except by way of sale in the
ordinary course of its business.
3.2 BOS may at any time, by notice to the Company, immediately
convert the floating charge created under sub-clause 3.1.3
into a fixed charge over any Assets specified in that notice
and the floating charge will, without notice from BOS,
automatically be converted with immediate effect into a fixed
charge:
3.2.1 in respect of any Assets which become subject to a
fixed charge in favor of any other person or to a
disposition otherwise than by way of sale in the
ordinary course of the Company's business immediately
upon such charge or disposition;
3.2.2 in respect of all the Assets charged under sub-clause
3.1.3 if and when the Company ceases to carry on
business or to be a going concern; and
3.2.3 in respect of all Assets on the making of an order
for the compulsory winding-up of the company or on
the convening of a meeting for the passing of a
resolution for the voluntary winding-up of the
Company or on the presentation of a petition for the
making of an administration order in relation to the
Company or on the presentation of an application for
a warrant of execution, writ of fieri facias,
garnishee order or charging order.
3.3 Sub-clause 3.2 will not apply to any Assets situated in
Scotland.
3.4 The Company will not without the previous written consent of
BOS:
3.4.1 create or attempt to create or permit to subsist any
mortgage, charge, lien (other than a lien arising in
the ordinary course of business by operation of law)
or encumbrance on any Asset charged under this
Debenture; or
3.4.2 dispose of or part with possession in any way (except
on the determination of any lease, tenancy or
license) or share occupation of any Asset; or
3.4.3 in any way dispose of the equity of redemption of any
such Asset or any interest in any such Asset
and the Company applies (and will apply), to the Chief Land
Registrar for a restriction to be entered on the register of
title of all present and future registered freehold and
leasehold property of the Company in the following terms:
"Except under an order of the Registrar no disposition by the
proprietor of the land is to be registered without the consent
of the proprietor for the time being of the charge hereby
created".
3.5 The Company will, if required to do so by BoS, deposit with
BoS during the continuance of this security and BoS will be
entitled to hold all deeds and documents of title relating to
the Company's freehold, leasehold and heritable property and
stocks, shares and other securities and all policies of
insurance and assurance.
3.6 The Company (at its own cost) will on demand in writing by BoS
execute and deliver in such form as BoS may reasonably
require:
3.6.1 a legal mortgage of any freehold or leasehold
property of the Company which is not effectively
charged by sub-clause 3.1.1 and of any freehold or
leasehold property acquired by the Company after the
date of this Debenture;
3.6.2 a standard security or other fixed security over the
Company's heritable freehold, leasehold or other
property;
3.6.3 a fixed charge or assignment in security of any Asset
subject to a floating charge under sub-clause 3.1.3;
and
3.6.4 a chattel mortgage over such chattels, plant and
machinery as BoS may specify;
and the Company will do and concur in all such other acts or
things as BoS may deem necessary to vest in BoS title to all
or any of the Assets.
3.7 Any fixed mortgage, charge or other security hereafter created
by the Company in favor of BoS shall have priority over the
floating charge created by this Debenture, except insofar as
BoS shall declare otherwise whether at or after the time of
creation of such fixed security.
3.8 The Company will pay into its account with BoS (or as BoS may
direct) all moneys which it receives in respect of any
policies of insurance or assurance, fees, royalties, income or
book or other debts or any other of the rights and claims
charged to BoS under sub-clause 3.1.2 and until such payment
hold all moneys so received upon trust for BoS and will not
without the prior written consent of BoS charge, factor,
discount, or assign any of those policies, fees, royalties,
income, debts, rights or claims in favor of any other person
or purport to do so.
4. Security to be continuing
-------------------------
This security will be a continuing security for the Secured Liabilities
notwithstanding any intermediate payment or settlement of all or any
part of the Secured Liabilities or other matter or thing whatsoever and
will be without prejudice and in addition to any other right, remedy or
security of whatever sort which BoS may hold at any time for the
Secured Liabilities or any other obligation whatsoever and will not be
affected by any release, reassignment or discharge of such other right,
remedy or security.
5. Continuing obligations
----------------------
Save where the provisions of this Clause are inconsistent with or
conflict with the terms of any facility letter entered into between
(inter alia) the Company and BoS from time to time (in which case the
facility letter shall prevail to the extent of any such inconsistency
or conflict), the Company will:
5.1 deliver to BoS copies of its trading and profit and loss
account and audited balance sheet in respect of each financial
year (and also that of the Company's holding company (if any)
and each of its subsidiaries) as soon as the same become
available and in any event no later than three months (or such
longer period as BoS may agree in writing) after the end of
each financial year and also from time to time such other
financial statements and information as BoS may reasonably
require;
5.2 promptly notify BoS of its acquisition of any heritable,
freehold or leasehold property;
5.3 not without the previous written consent of BoS redeem or
purchase any of its own shares or issue any redeemable shares
or create and issue any loan stock; and
5.4 comply in all material respects with the terms of all
applicable laws, including common law, statute and subordinate
legislation, European Community Regulations and Directives and
judgments and decisions of any court or authority competent to
make such judgment or decision compliance with which is
mandatory for the Company including without limitation all
environmental laws, legislation relating to public health,
town and country planning, control and handling of hazardous
substances or wastes, fire precautions and health and safety
at work.
6. Continuing obligations in respect of the Assets
-----------------------------------------------
6.1 The Company covenants with BoS that the Company will:
6.1.1 keep the Assets in good and substantial repair and in
good working order and condition and maintain all
insurances in the name of the Company as are normally
maintained by prudent companies carrying on similar
businesses and in particular will insure and keep
insured those of its Assets as are insurable with a
reputable insurance company previously approved by
BoS in writing with the interest of BoS noted upon
the policy or at the option of BoS in the joint names
of the Company and BoS against loss or damage by fire
and all such other risks (and the Company will ensure
that the policy contains such provisions for the
protection of BoS as BoS may from time to time
require) and in such amounts as are customarily
insured against in relation to assets of such nature
by prudent companies carrying on comparable
businesses (having regard to the nature of the
Company's business) with that of the Company at least
to the full replacement value for the time being with
adequate provision to cover other losses;
6.1.2 pay all premiums and other moneys necessary for
effecting and maintaining such insurances in force on
the dates upon which such moneys are to be paid under
the insurance policy and will on demand produce to
BoS proof that all such payments have been properly
made together with the policy or policies of
insurance.
6.2 If the Company fails to keep any of the Assets in good and
substantial repair and in good working order and condition or
does not take out and maintain such insurances as set out
above or prove to BoS that the premiums and other moneys have
been paid then BoS may as it thinks fit repair and keep in
repair the Assets or any of them (with liberty for that
purpose by itself or its agents to enter upon the freehold and
leasehold property of the Company) or take out or renew any
such insurance in any sum and on terms which BoS may think
fit.
6.3 BoS will be entitled to be paid the proceeds of any such
policy of insurance (other than in respect of employers' or
public liability) and the Company will promptly irrevocably
instruct any insurer of a policy to pay the proceeds of it to
BoS and undertakes to BoS to repeat that instruction if BoS
requires.
6.4 All moneys received on any insurance policy (unless paid to
BoS in terms of subclause 6.3) will, as BoS requires, be
applied either in making good the loss or damage in respect of
which the money is received or in or towards discharge of the
Secured Liabilities.
6.5 The Company will permit any authorized representative of BoS
at all reasonable times to enter upon any part of the freehold
and leasehold property of the Company and of any other
property where the Company may be carrying out any contract or
other works and to inspect the Company's books of account and
other books and documents and those of its subsidiaries.
7. Appointment of Receiver
-----------------------
7.1 BoS shall be and is entitled to appoint in writing a receiver,
a receiver and manager or administrative receiver (the
"Receiver" which term will include plural and any substitute
receiver(s)) of all or any of the Assets either immediately or
at any time after:
7.1.1 a request from the Company for such appointment;
7.1.2 the Company's failure to make payment in full of all
or any of the Secured Liabilities following a demand
for payment from BoS; or
7.1.3 the presentation of a petition for an administration
order to be made in respect of the Company.
7.2 Where more than one receiver is appointed they will
have power to act separately (unless the appointment
of BoS specifies to the contrary).
7.3 Any appointment over part only of the Assets charged
under this Debenture will not preclude BoS from
making any subsequent appointment of a Receiver over
any part of the Assets over which an appointment has
not previously been made by it.
7.4 BoS may from time to time determine the remuneration
of the Receiver and may (subject to Section 45 of the
Insolvency Act 1986) remove the Receiver from all or
any part of the Assets of which he is the Receiver
and at any time after any Receiver has vacated office
or ceased to act, appoint a further Receiver over all
or any part of those Assets.
7.5 The Receiver will be the agent of the Company (which
will be solely liable for his acts, defaults and
remuneration) unless and until lit goes into
liquidation, (after which he will act as principal),
and will have and be entitled to exercise in relation
to the Company all the powers set out in Schedule 1
to the Insolvency Act 1986 and all the powers
conferred from time to time on Receivers by statute
and in particular by way of addition to but without
prejudice to those powers (and those of BoS) the
Receiver will have power:
7.5.1 to sell, let or lease or concur in selling,
letting or leasing and to vary the terms or
determine, surrender or accept surrenders of
leases or tenancies of or grant options and
licenses over all or any part of the Assets
and so that any such sale may be made for
cash payable by installments or for shares
or securities of another company and the
Receiver may promote or concur in promoting
a company to purchase the Assets to be sold;
7.5.2 to sever any fixtures (including trade and
tenant's fixtures) from the property of
which they form part;
7.5.3 to exercise all voting and other rights
attaching to stocks, shares and other
securities owned by the Company;
7.5.4 to make and effect all repairs and
improvements;
7.5.5 to redeem any prior encumbrance and to
settle and pass the accounts of the
encumbrancer and any accounts so settled and
passed will (subject to any manifest error)
be conclusive and binding on the Company and
the moneys so paid will be deemed to be an
expense properly incurred by the Receiver;
7.5.6 to promote the formation of a subsidiary or
subsidiaries of the Company, purchasing,
leasing, licensing or otherwise acquiring
interests in all or any of the assets of the
Company;
7.5.7 to make any arrangement or compromise which
BoS or the Receiver may think fit;
7.5.8 to make and effect all repairs, renewals,
improvements, and insurances;
7.5.9 to appoint managers, officers and agents for
any of the purposes referred to in this
Clause 7 at such salaries as the Receiver
may determine;
7.5.10 to do all other acts and things as may be
considered by the Receiver to be incidental
or conducive to the above or otherwise
incidental or conducive to the preservation,
improvements or realization of the Assets.
7.6 A person dealing with the Receiver in good faith and for value
shall not be concerned to inquire whether the Receiver is
validly appointed or acting within his powers.
8. Power of Attorney
-----------------
The Company irrevocably appoints BoS (whether or not the Receiver has
been appointed) and also (as a separate appointment) the Receiver
severally the Attorney and Attorneys of the Company, for the Company
and in its name and on its behalf and as its act and deed or otherwise
to execute and deliver and otherwise perfect any deed, assurance,
agreement, instrument or act which may be required of the Company under
this Debenture or may be deemed proper for any of its purposes, and to
convey or transfer a legal estate to any purchaser of any freehold,
leasehold or heritable property charged under this Debenture.
9. Application of security proceeds
--------------------------------
Any moneys received under the powers conferred by this Debenture will,
subject to the repayment of any prior claims, be paid or applied in the
following order of priority:
9.1 in satisfaction of all costs, charges and expenses properly
incurred and payments properly made by BoS or the Receiver and
of the remuneration of the Receiver;
9.2 in or towards satisfaction of the Secured Liabilities in
whatever order BoS may require;
9.3 as to the surplus (if any) to the person(s) entitled to it;
Provided that the Receiver may retain any moneys in his hands for so
long as he thinks fit, and BoS may, without prejudice to any other
rights BoS may have at any time and from time to time, place and keep
for such time as BoS may think prudent any moneys received, recovered
or realized under or by virtue of this Debenture to or at a separate or
suspense account to the credit either of the Company or of BoS as BoS
thinks fit without any intermediate obligation on the part of BoS to
apply such moneys or any part of such moneys in or towards the
discharge of the Secured Liabilities.
10. Dealings with property requiring BoS consent
--------------------------------------------
While this Debenture subsists:
10.1 no statutory or other power of granting or agreeing to grant
or of accepting or agreeing to accept surrenders of leases or
tenancies of the whole or any part of the freehold and
leasehold property charged under this Debenture will be
capable of being exercised by the Company without the previous
written consent of BoS;
10.2 the Company shall not be entitled to part with possession
(otherwise than on the determination of any lease, tenancy or
license) of any property hereby charged, or to share the
occupation thereof with any other person or persons, or to
surrender or purport to surrender or permit to be forfeited
the lease of any leasehold property hereby charged without
such consent as aforesaid;
10.3 Section 93 of the Law of Property Act 1925 (consolidation of
mortgages) will not apply to this Debenture.
11. BoS power of sale
-----------------
11.1 Section 103 of the Law of Property Act 1925 will not apply to
this Debenture but the statutory power of sale will as between
BoS and a purchaser from BoS arise on and be exercisable at
any time after the execution of this Debenture provided that
BoS will not exercise the power of sale until payment of all
or any part of the Secured Liabilities has been demanded or
the Receiver has been appointed but this proviso will not
affect a purchaser or put him upon inquiry whether such demand
or appointment has been validly made.
11.2 The statutory powers of sale, leasing and accepting surrenders
exercisable by BoS under this Debenture are extended so as to
authorize BoS whether in its own name or in that of the
Company to grant a lease or leases of the whole or any part or
parts of the freehold and leasehold property of the Company
with whatever rights relating to other parts of it and
containing whatever covenants on the part of the Company and
generally on such terms and conditions (including the payment
of money to a lessee or tenant on a surrender) and whether or
not at a premium as BoS thinks fit.
12. Company to meet BoS expenses
----------------------------
All costs, charges and expenses incurred hereunder by BoS, and all
other moneys paid by BoS or by the Receiver in perfecting or otherwise
in connection with this security or in respect of the Assets, including
(without prejudice to the generality of the foregoing) (1) all moneys
expended by BoS under Clauses 6 and 16 hereof, (2) all costs of BoS (on
a solicitor and own client basis) of all proceedings for the
enforcement of this security or for obtaining payment of moneys hereby
secured or arising out of or in connection with the acts authorized by
Clause 7 hereof, (3) all costs and losses to BoS arising in consequence
of any default by the Company in the performance of its obligations and
(4) all administrative charges of BoS based on the time spent by it in
connection with any of the foregoing shall be recoverable from the
Company as a debt and may be debited to any account of the Company and
shall bear interest accordingly and shall be charged on the Assets.
13. Operation of Company's account with BoS
---------------------------------------
On receiving notice that the Company has encumbered or disposed of any
of the Assets BoS will be entitled to close the Company's then current
account or accounts and to open a new account or accounts with the
Company and (without prejudice to any right of BoS to combine accounts)
no money paid in or carried to the Company's credit in any such new
account will be appropriated towards or have the effect of discharging
any part of the amount due to BoS on any closed account. If BoS does
not open a new account or accounts immediately on receipt of such
notice BoS will nevertheless be treated as if it had done so at the
time when it received such notice and as from that time all payments
made to BoS will be credited or be treated as having been credited to
the new account or accounts and will not reduce the amount of the
Secured Liabilities.
14. BoS right of set-off
--------------------
14.1 The Company agrees that any moneys from time to time standing
to its credit on any account with BoS may be retained as cover
for and at any time without notice to the Company applied by
BoS in or towards payments or satisfaction of any moneys or
liabilities now or hereafter from time to time due, owing or
incurred by the Company to BoS in whatsoever manner whether
presently payable or not, whether actually or contingently,
whether solely or jointly with any other person and whether as
principal or surety.
14.2 If BoS exercises any right of set-off in respect of any
liability of the Company and that liability or any part of it
is in a different currency from any credit balance against
which BoS seeks to set it off, BoS may use the currency of the
credit balance to purchase an amount in the currency of the
liability at the then prevailing spot rate of exchange and to
pay out of the credit balance all costs, charges and expenses
incurred by BoS in connection with that purchase.
15. Company's authority to release information
------------------------------------------
The Company agrees that BoS may from time to time seek from any person
having dealings with the Company such information about it and its
affairs as BoS may think fit and authorizes and requests any such
person to provide that information to BoS and agree to provide such
further authority for this purpose as BoS from time to time may
require.
16. Appointment of Investigating Accountant
---------------------------------------
The Company will at its own cost at any time if so required by BoS
appoint an accountant or firm of accountants nominated by BoS to
investigate the financial affairs of the Company and those of its
subsidiaries and report to BoS. The Company authorizes BoS itself at
any time to make such appointment without further authority being
required from the Company as it shall think fit and in every such case
the fees and expenses of such accountants will be paid by the Company
but may be paid by BoS on the Company's behalf and BoS may at the time
of such appointment or at any time after such appointment guarantee
payment by the Company of such fees and expenses.
17. Power to grant Debenture
------------------------
The Company certifies that the security created by this Debenture does
not contravene any of the provisions of its Memorandum or Articles of
Association.
18. Definitions
-----------
In the interpretation of this Debenture:
18.1 "Assets" shall mean the whole of the property (including
uncalled capital) which is or may be from time to time
comprised in the property and undertaking of the Company;
18.2 "Secured Liabilities" shall mean all or any monies and
liabilities which will for the time being (and whether on or
at any time after demand) be due, owing or incurred in
whatsoever manner to BoS by the Company, whether actually or
contingently, solely or jointly and whether as principal or
surety and whether or not BoS shall have been an original
party to the relevant transaction, and including interest,
discount, commission and other lawful charges or expenses
which BoS may in the course of its business charge or incur in
respect of any of those matters or for keeping the Company's
account, and so that interest shall be computed and compounded
according to the usual BoS rates and practice as well after as
before any demand made or decree obtained under this
Debenture;
18.3 References to:
18.3.1 statutes, statutory provisions and other legislation
shall include all amendments, substitutions,
modifications and re-enactments for the time being in
force;
18.3.2 "control" of any company shall be interpreted in
accordance with Section 840 of the Income and
Corporation Taxes Act 1988;
18.3.3 "including" shall not be construed as limiting the
generality of the words preceding it;
18.3.4 this Debenture shall include the Schedule;
18.3.5 any term or phrase defined in the Companies Act 1985
(as amended from time to time) shall bear the same
meaning in this Debenture;
18.3.6 words importing the singular shall include the plural
and vice versa and words denoting any gender shall
include all genders;
18.3.7 this Debenture and to any provisions of it or to any
other document referred to in this Debenture shall be
construed as references to it in force for the time
being as amended, varied, supplemented, restated,
substituted or novated from time to time;
18.3.8 any person are to be construed to include references
to a corporation, firm, company, partnership, joint
venture, unincorporated body of persons, individual
or any state or agency of a state, whether or not a
separate legal entity;
18.3.9 any person are to be construed to include that
person's assignees or transferees or successors in
title, whether direct or indirect;
18.3.10 clause headings are for ease of reference only and
are not to affect the interpretation of this
Debenture.
19. Governing Law
-------------
This Debenture will be governed by and construed according to English
law.
IN WITNESS whereof this Debenture has been executed by the Company as a
deed and signed on behalf of BoS this 13th day of July 2000.
<PAGE>
<TABLE>
<CAPTION>
The Schedule
<S> <C> <C>
---------------------------------------- -------------------------------------- --------------------------------------
County and District (or London Borough) Title No.(s) (if registered land) Address or Description
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>
Executed and Delivered as a deed by the Company (pursuant to a resolution of its
Board of Directors) acting by:
Director /s/ David Morgan
--------------------------------------
Director/Secretary /s/ J.C. Agostini
---------------------------------
Signed on behalf of BoS by:
/s/
---------------------------------------------------
The address for service on BoS in the case of any registered land is:
Bank of Scotland,
124 Colmore Row,
Birmingham B3 3AU.
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INVU International Holdings Limited [logo]
The Manager
Bank of Scotland
124 Colmore Row
BIRMINGHAM
B3 3AU
DEBENTURE
We the undernoted signatories being a Director and Secretary of the above
Company declare that we are the signatories to the execution of a Debenture in
favor of the Governor and Company of the Bank of Scotland and that we have been
authorized to execute the Debenture pursuant to a resolution of the board of
directors of the Company.
/s/ David Morgan
DAVID MORGAN, Director
/s/ J.C. Agostini
JOHN AGOSTINI, Secretary
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CERTIFICATE OF THE REGISTRATION
OF A MORTGAGE OR CHARGE
Pursuant to section 401(2) of the Companies Act 1985
COMPANY No. 03340939
THE REGISTRAR OF COMPANIES FOR ENGLAND AND WALES HEREBY CERTIFIES THAT A
DEBENTURE DATED THE 13TH ULY 2000 AND CREATED BY INVU INTERNATIONAL HOLDINGS
LIMITED FOR SECURING ALL MONIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE
GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND ON ANY ACCOUNT WHATSOEVER WAS
REGISTERED PURSUANT TO CHAPTER 1 PART XII OF THE COMPANIES ACT 1985 ON THE 19TH
JULY 2000.
GIVEN AT COMPANIES HOUSE, CARDIFF THE 20TH JULY 2000.
