2 February 1999
Mr. Daniel Goldman
Shore Capital & Corporate Ltd
One Maddox Street
LONDON
W1R 9WA
Dear Daniel
Further to our discussions last week, I would like to confirm the following:
The company will hold bi-monthly board meetings this year. I would like the
first meeting to be held in the middle of March. This will enable a set of
meaningful management accounts to be distributed prior to the meeting together
with a brief from me. I will contact you to arrange a date.
Remuneration for your services would be as we agreed, namely (pound)5,000 and
5,000 shares in Invu Inc. The (pound)5,000 is payable in 6 equal installments
throughout the year. As a consequence of Colorado Law it is not possible for
shares to be issued to any party for services which have not yet been performed.
Therefore, I suggest that the shares are in consideration of corporate finance
services to be performed over the next, say, three months, and issued to you at
that time.
I have received information from Jenkens & Gilchrist in the form of a draft
questionnaire. If you have any questions or comments, please let me know.
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
/s/ Daniel Goldman
10th February 1999