Exhibit 10.33




                                    INVU INC.
                            EXECUTIVE STOCK INCENTIVE

                             SHARE OPTION AGREEMENT

THIS AGREEMENT IS MADE the _____ day of ______ 20__

BETWEEN

1.       INVU  Inc.,  a  company  incorporated  under  the laws of the  State of
         Colorado, United States of America and having its United Kingdom office
         at Blisworth Hill Farm, Stoke Road,  Blisworth  Northants NN7 3DB ("the
         Company");

2.       INVU Services Limited (Registration No. 3319922) a company incorporated
         under the laws of England and having its registered office at Blisworth
         Hill Farm, Stoke Road,  Blisworth  Northants NN7 3DB ("the  Employer");
         and

3.       _________________________ ("the Option-holder").

WHEREAS:

(A)      This  Agreement  sets out the terms on which the Board grants an Option
         to the Option-holder to acquire shares of Common Stock in the Company.

(B)      Shares  acquired  on the  exercise  of this  Option are  subject to the
         Articles of Incorporation of the Company.


NOW IT IS HEREBY AGREED as follows:

1.       INTERPRETATION AND CONSTRUCTION

1.1      Definitions

         In this  Agreement  except  where the context  otherwise  requires  the
         following expressions shall have the following meanings:

"Act"                      the Income and Corporation Taxes Act 1988;

"Agreement"                this Share Option Agreement made between the Company,
                           the Employer and the Option-holder;

"Applicable Laws"          the  requirements  applicable  to Stock Options under
                           U.S. state  corporate  laws,  U.S.  federal and state
                           securities  laws, the Internal  Revenue Code of 1986,
                           as amended, any stock exchange or quotation system on
                           which shares are listed or quoted and the  applicable
                           laws of any  foreign  country or  jurisdiction  where
                           Options are, or will be granted;

"Auditors"                 the  auditors  for the time being of the  Company or,
                           such other  auditors as the Board may appoint for the
                           exclusive purposes of this Agreement;


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"Board"                    the  board  of  directors  of the  Company  or a duly
                           appointed committee of the board;

"Control"                  the meaning given to it by section 840 of the Act;

"Date of Grant"            the date on which this Option is granted;

"Exercise Price"           the price at which the  Option-holder  may  acquire a
                           Share on the exercise of his Option as  determined by
                           the Board;

"Group"                    the Company and its  Subsidiaries  and "member of the
                           Group" shall be construed accordingly;

"Market Value"             the market value as determined by the Board;

"NICs"                     means National Insurance contributions;

"Option"                   a subsisting right granted pursuant to this Agreement
                           to acquire Shares;

"Option Gain"              a gain  realised  upon the  exercise,  assignment  or
                           release  of this  Option,  being the  amount  that is
                           chargeable  to income  tax under  section  135 of the
                           Act;

"Option-holder"            the holder of an Option or, where the context  admits
                           or requires, his legal personal representatives;

"Option Tax Liability"     any  liability  of the Company or Employer to account
                           to  the  Inland   Revenue   for  any  amount  of,  or
                           representing, income tax or NICs on any Option Gain;

"Personal Representatives" the legal  personal  representatives  of the deceased
                           Option-holder (being either the executors of his will
                           to whom a valid grant of probate has been made or, if
                           he    dies    intestate,     the    duly    appointed
                           administrator(s)  of his estate) who have produced to
                           the Company evidence of their appointment as such;

"Secondary NICs"           Secondary Class 1 National Insurance Contributions;

"Shares"                   shares of Common Stock in the capital of Company; and

"Subsidiary"               a company  within the meaning  given to it by section
                           736 of the  Companies  Act 1985 and under the Control
                           of the Company.


1.2      Construction

1.2.1    Where the context so admits, any reference in this Agreement:

         (a)      to the  singular  number  shall be construed as if it referred
                  also to the plural number and vice versa;

         (b)      to the  masculine  gender  shall be  construed  as  though  it
                  referred also to the feminine gender;

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         (c)      to a statute or statutory  provision  shall be construed as if
                  it referred also to that statute or statutory provision as for
                  the time being amended or re-enacted;

         (d)      to the Act or to any  provision  of the Act shall be construed
                  as if it  referred  also  to the  act or  statutory  provision
                  repealed by and corresponding to the Act; and

         (e)      to Clauses are to clauses of this Agreement.

1.2.3    The headings of this  Agreement  are for  reference  purposes  only and
         shall not affect the meaning or construction of the Agreement.

1.2.4    If any  question,  dispute or  disagreement  occurs  pertaining  to the
         interpretation  of this  Agreement,  the decision of the Board shall be
         final and  binding  upon all  parties  except as  regarding  any matter
         required to be determined by the Auditors.

1.2.5    In any matter in which they are required to act, the Auditors  shall be
         deemed  to be  acting  as  experts  and  not  as  arbitrators  and  the
         Arbitration Act 1996 shall not apply.

1.3      This Agreement and any Option granted under it shall be governed by and
         construed in accordance with English law.

1.4      The Interpretation Act 1978 as modified or re-enacted from time to time
         shall apply to this Agreement.

2.       GRANT OF SHARE OPTION

2.1      The Company  hereby  grants to the  Option-holder  an Option to acquire
         Shares in the Company.

2.2      This Option is granted on the date and year first above written.

2.3      The numbers of Shares that are subject to this Option are _____  Shares
         which will be fully paid up (when issued).

2.4      The Market  Value of each Share  under this Option on the date and year
         first above written is U.S.$____ (______).

2.5      The Exercise Price per Share shall be US $0.50.

2.6      The total  monetary  value of this Option  shall be  determined  by the
         exchange  rate  of the  United  States  Dollar  to the  United  Kingdom
         Sterling as  published  in "The Times"  newspaper  on the date and year
         first above written.

3.       EXERCISE OF OPTION

3.1      This  Option  shall  vest  and be  exercisable  in  whole  or in  part,
         according to the following schedule:

         (a)      25% of the shares  subject to this  Option  shall vest  twelve
                  months after the Date of Grant; and

         (b)      the balance of the shares subject to this Option shall vest at
                  the  annual  rate  of 25%  on the  second,  third  and  fourth
                  anniversary of the Date of Grant respectively.

3.2      Notwithstanding any other clause, this Option shall, to the extent that
         it remains  unexercised at the tenth  anniversary of the Date of Grant,
         lapse and shall cease to be exercisable.


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4.       NON-ASSIGNABILITY OF OPTION

4.1      The  Option-holder  is prohibited from  transferring  any of his rights
         under this Agreement.

4.2      In  the  event  of  the   Option-holder's   death,   this   Option  may
         notwithstanding  Clause 3.1 be exercised in full no later than one year
         after the date of death.

4.3      The  terms  of this  Agreement  shall  be  binding  upon  the  Personal
         Representatives, heirs, and successors of the Option-holder.

5.       CESSATION OF EMPLOYMENT

         The rights and  obligations of the  Option-holder  under this Agreement
         shall  not be  affected  by the loss or  termination  of his  office or
         employment with the Company.

6.       CHANGE OF CONTROL

6.1      If as a result of either:

         (a) a general offer to acquire the whole of the ordinary  share capital
         which is made on condition  such that if  satisfied,  the person making
         the offer will have Control of the Company; or

         (b) a general  offer to acquire  all the Shares of the  Company  (other
         than those which are already  owned by him and/or any person  acting in
         concert with him)

         the  Company  shall  come under the  Control of any person (or  persons
         acting  in  concert),  the  Option-holder  may  except  where  Clause 9
         applies,  exercise  his Option at any time and from time to time within
         the period of 40 days  following such change of Control or, as the case
         may be, the making of such offer. On the expiration of this period this
         Option shall lapse and cease to be exercisable.

6.2      If any such  offer is made as is  mentioned  in Clause 6.1 or the Board
         becomes aware that any such offer has been made, the Board may,  except
         where Clause 9 applies,  give notice to the Option-holder  inviting him
         to  exercise  this Option in respect of all Shares  which have  vested,
         conditional  upon,  and with  effect from the date the notice is given,
         and on the expiration of the stipulated  period this Option shall lapse
         and cease to be exercisable.

6.3      In the event that the acquiring  company  refuses to assume this Option
         as provided in Clause 9.1,  the Shares  subject to this Option shall at
         the discretion of the Board and notwithstanding Clause 3.1 become fully
         vested.  In this  circumstance the Board shall notify the Option-holder
         in writing to  exercise  this Option  within a period of time,  being a
         period of not less than  seven  days and not more than 40 days from the
         date of such notice,  and on the  expiration of the  stipulated  period
         this Option shall lapse and cease to be exercisable.

7.       COMPANY LIQUIDATION

7.1      If an effective  resolution is passed for the  voluntary  winding-up of
         the Company,  the  Option-holder  may  exercise  his Option  within the
         period  of 40  days  after  the  adoption  of  the  resolution  by  the
         shareholders,  which exercise may be conditional on the consummation of
         such  liquidation,  and at the end of that  period  the  Option  shall,
         subject to Clause 9, lapse.

7.2      Where the Option-holder  exercises his Option in accordance with Clause
         7.1, he shall be  entitled  to share in the assets of the Company  with
         existing  holders  of Shares in the same  manner as he would  have been
         entitled  had  the  shares  been  registered  in his  name  before  the
         resolution was passed.

7.3      Subject  to Clauses  7.1 and 9, this  Option,  insofar  as not  already
         exercised,  shall  automatically  lapse in the  event  of an  effective
         resolution  being adopted by the  shareholders  and the consummation of
         such liquidation by the Company.


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8        DEMERGER

8.1      If  notice  is given  to  shareholders  of the  Company  of a  proposed
         demerger of the Company or of any Subsidiary, the Board may give notice
         to the Option-holder  that this Option may then be exercised in respect
         of such  proportion of the Shares as the Board may specify  within such
         period (not exceeding 30 days) save that:

         (a)      no such  notice  shall  be  given  unless  the  Auditors  have
                  confirmed  in writing to the Board that the  interests  of the
                  Option-holder  would or might be  substantially  prejudiced if
                  before the  proposed  demerger  has  effect the  Option-holder
                  could not exercise his Option and be  registered as the holder
                  of the Shares; and

         (b)      the  proportion  of the Shares  which is so  specified  by the
                  Board shall be the same as that  specified  in relation to all
                  other rights to acquire Shares granted at the same time as was
                  this Option.

9.       REPLACEMENT OPTION

9.1      Subject to the  conditions in Clause 9.2,  where another  company ("the
         acquiring  company")  obtains control of the Company as is mentioned in
         Clause  6.1,  the  Option-holder  may  within 6 months of the change of
         control and with the  agreement of the  acquiring  company  release his
         rights  under this Option ("the Old  Option") in  consideration  of the
         grant to him of an Option ("the New Option")  which is  equivalent  but
         relate to shares in the acquiring company.

9.2      The conditions referred to in Clause 9.1 are as follows:-

         (a)      The total Market Value of the Shares subject to the Old Option
                  immediately  before  its  release  must be equal to the  total
                  market  value  (as so  determined)  after  the New  Option  is
                  granted

         (ii)     The aggregate exercise price payable by the Option-holder upon
                  the  exercise  in full of his New Option  must be equal to the
                  aggregate  exercise price which would have been payable by him
                  had he  exercised  in full his Old  Option in  respect  of the
                  total  number of Shares  subject to the Old Option at the time
                  of the release.

9.3      If the  Option-holder  does not wish to release  his rights  under this
         Option in consideration  of the grant to him of a New Option,  he shall
         within 10 days of the date of the  invitation  to  release  his  rights
         under this Option,  give notice of such refusal ("the Refusal  Notice")
         to the Company. The Board in its sole discretion may, within 10 days of
         the  receipt  of  the  Refusal  Notice  give  a  written  notice  ("the
         Cancellation  Notice")  to  the  Option-holder,  cancelling  all or any
         portion of the  Option  that  remains  un-exercised,  effective  on the
         latter of:

         (a)      the period within which the Option-holder  could have accepted
                  the  invitation  of the  acquiring  company  to accept the New
                  Option, or

         (b)      the  period  ending 10 days from the date of the  Cancellation
                  Notice ("the Acceptance Periods").

         Upon receipt of the Cancellation Notice, the Option-holder may exercise
         this  Option at any time or from  time to time  within  the  Acceptance
         Periods. This Option shall lapse and cease to be exercisable at the end
         of the Acceptance Periods.


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10.      CHANGES TO THE CLASS OR RIGHTS OF SHARES

         If  notice  is  duly  given  of a  shareholders'  meeting  at  which  a
         resolution will be proposed where, in the opinion of the Auditors,  the
         class  of  shares  for  the  time  being  constituting  Shares  will be
         materially  altered;  or the rights  attaching  to shares which for the
         time being  constitute  Shares will be altered so that such shares will
         cease to be Shares,  an Option shall,  be exercisable  (but so that any
         exercise  under this Clause shall be  conditional  upon the  resolution
         being  passed) at any time  thereafter  until such  resolution  is duly
         passed or defeated or the shareholders'  meeting concluded or adjourned
         indefinitely,  whichever  shall occur first.  If such a  resolution  is
         passed an Option shall, to the extent unexercised, thereupon lapse.



11.      PROCEDURE ON EXERCISE

11.1     Where this Option is exercisable,  the Option-holder may exercise it in
         whole or in part.

11.2     The  Option-holder  shall  exercise  this  Option by  giving  notice in
         writing to the Board (a "Notice of  Exercise") in the form of the draft
         in Appendix A to this  Agreement  accompanied by payment in full at the
         Exercise  Price  together  with  any  required  taxes  and  such  other
         documents as the Board may determine.

11.3     An Option  shall be deemed to have been  exercised on the date on which
         the Notice of  Exercise,  payment  and  documents  are  received at the
         registered  office of the Company or other  office as  specified by the
         Board.

11.4     Subject to Applicable  Laws,  such consents or other required action of
         any competent  authority  under  regulations or enactments for the time
         being in force as may be necessary and subject to  compliance  with the
         terms of the  Option,  the  Board  shall  within 30 days of the date of
         exercise  either  issue and allot to the  Option-holder  the  number of
         Shares  specified  in the Notice of Exercise or procure the transfer to
         him of those Shares.

12.      LOSS OF OFFICE

         The grant of an Option  subject to these  Clauses is a matter  entirely
         separate from, and shall not affect the Option-holder's  pension rights
         and terms of his office or employment  and, in particular  (but without
         limitation),  if the  Option-holder  shall for any  reason  cease to be
         employed  by the Group or to be entitled  to  exercise  his Option,  he
         shall not be entitled to any  compensation  by  reference to the rights
         granted to, or the  benefits  capable of being  received  by, him under
         this Agreement or for any loss or diminution in value of such rights or
         benefits.

13.      VARIATION OF CAPITAL

13.1     In the event of any capitalization  issue by the Company,  or any offer
         or invitation made by way of rights, or any consolidation,  subdivision
         or reduction of its share  capital or any other  variation of its share
         capital,  the Board may  adjust in such  manner as it may  decide to be
         appropriate  the number and  nominal  amount of Shares  subject to this
         Option (including any Option which has been exercised but in respect of
         which Shares have not been issued and  allotted),  the  Exercise  Price
         and,  subject to Clause  13.2 the Board's  decision  shall be final and
         binding on the Option-holder.

13.2     No  adjustment  shall be made  pursuant to Clause 13.1 unless and until
         the  Auditors  (acting as experts  and not as  arbitrators)  shall have
         confirmed  in  writing to the Board  that the  adjustment  is, in their
         opinion, fair and reasonable.

13.3     If any adjustment is made pursuant to this Clause 13, the Company shall
         notify the Option-holder of the adjustment as soon as practicable after
         its decision.

14.      SECONDARY CLASS 1 NATIONAL INSURANCE LIABILITY

         The Option-holder  hereby agrees with the Company and undertakes to the
         Employer  to bear the  whole of any  Secondary  NICs  that may arise in
         respect of any Option Gain.


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15.      OPTION-HOLDERS' TAX INDEMNITY AND RECOVERY OF SECONDARY NICS

15.1     The  Option-holder  shall indemnify the Employer against any Option Tax
         Liability.

15.2     The  Company  may  refuse  to allot and issue  any  Shares  under  this
         Agreement unless and until the  Option-holder  has paid to the Employer
         any such sum as is,  in the  opinion  of the  Employer,  sufficient  to
         indemnify  the Employer in full against any Option Tax Liability or the
         Option-holder has made such other arrangement as, in the opinion of the
         Employer  will  ensure  that the total  Option  Tax  Liability  will be
         recovered from the Option-holder within such period as the Employer may
         determine.

15.3     In order to meet the  Option-holder's  obligations  under Clause 14 and
         15.1, the Employer may also take any or all the following actions:

         (a)      accept a payment from the Option-holder;

         (b)      withhold some of the Option-holder's stock option gains; and

         (c)      dispose of the  Option-holder's  shares sufficient to meet the
                  liabilities;

 16.     OPTION HOLDER

16.1     The  Option-holder   agrees  that  this  Option  and  the  transactions
         contemplated  hereunder  does not  constitute  an  express  or  implied
         promise of continued employment with the Group.

16.2     The  Option-holder  acknowledges  receipt  of a copy of this  Agreement
         including Appendix A.

16.3     The  Option-holder  hereby  accepts  this Option  subject to all of the
         terms and provisions thereof.

16.4     The  Option-holder  declares that he has reviewed this Agreement in its
         entirety,  has had an  opportunity to obtain advice of Counsel prior to
         executing  this Agreement and fully  understands  all the provisions of
         this Agreement including the Schedule.

16.5     The Option-holder  further agrees to accept as binding,  conclusive and
         final all decisions or  interpretations of the Board upon any questions
         arising under this Agreement.

16.6     The Option-holder  also agrees to notify the Company upon any change in
         his residential address.


IN WITNESS OF WHICH this  document has been duly executed as a deed and has been
duly delivered on the day and year first above written
_________________________________        _______________________________________
Signed by and on behalf of the Company   Signed by and on behalf of the Employer

__________________________________
Option-holder

  ________________________________
  in the presence of (witness)


Name         ____________________________________

Address     ____________________________________



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            _____________________________________

            _____________________________________

            _____________________________________







                                   APPENDIX A

                       INVU INC. EXECUTIVE STOCK INCENTIVE

                          NOTICE OF EXERCISE OF OPTION


TO:      The Company Secretary
         INVU Inc. ("the Company")

1.       I hereby  exercise  my Option to acquire  ..................  Shares of
         Common Stock in the Company at the Exercise  Price stated in clause 2.5
         of the Agreement dated [...] day of.............. 20___.

2.       Please allot or transfer the said shares, which are to be registered in
         my name.  I accept  and agree that the said  shares are  subject to the
         Agreement and the Articles of Incorporation of the Company.

3.       I  hereby  deliver  to  the  Company  U.S.$................  being  the
         aggregate  Exercise  Price of the total  number of shares in respect of
         which the Option is being exercised.

4.       The  said  shares  are  being  acquired  as  beneficial  owner/personal
         representative  of the  Option-holder and not as trustee or nominee for
         any other person.

5.       Please issue a share  certificate  to me at the address shown below.  I
         agree that any documents  sent to me by ordinary post will be at my own
         risk.



Signature: ..................................

Address: ....................................

         ....................................

         ....................................

         ....................................

Date  : .....................................







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