EXHIBIT 10.18

                             DATED OCTOBER 24, 2001








                          VERTICAL INVESTMENTS LIMITED


                                       And


                                    INVU INC.




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                                    DEBENTURE

                       creating fixed and floating charges

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                               Teacher Stern Selby
                                37-41 Redford Row
                                     London
                                    WCIR 4JII
                               Tel: 020 7242 1156
                                Ref: AJR/GOL041-4


<PAGE>


Dated                               2001

Parties:

1        VERTICAL   INVESTMENTS  LIMITED  (Company  Number;   71185)  a  company
         registered  in Jersey whose  registered  office is at Eagle House,  Don
         Road, St. Helier, Jersey, Channel Islands JEl ("Lender"); and

2        INVU INC.  (Company number:  3340939) a company  organised and existing
         under the laws of the State of Colorado (whose shares trade on the NASD
         OTC Bulletin  Board) whose principal place of business is at the Beren,
         Blisworth   Hill   Farm,    Stoke   Road,    Blisworth,    Northampton,
         Northamptonshire NN7 3DB ("Guarantor").

Operative Provisions:

1        Interpretation

1.1      In this Debenture:

'Acts'                              means the law of  Property  Act 1925 and the
                                    Insolvency   Act  1986  (or  any   statutory
                                    modification  or  re-enactment of those acts
                                    for the time being in force);

'Assets'                            means the property,  undertaking  and assets
                                    of the  Company  expressed  to be charged to
                                    the  Lender  now or  hereafter  pursuant  to
                                    clause 2;

'Indebtedness'                      means all the  Company's  present  or future
                                    indebtedness to the Lender on any advance or
                                    loan  given to the  Company  by the  Lender,
                                    (including,   in   particular   but  without
                                    limitation   the  Loan)  whether  solely  or
                                    jointly with any other person or persons and
                                    all   the   Company's   other    liabilities
                                    whatsoever to the Lender, including (without
                                    limitation) indebtedness on account of money
                                    advanced, promissory notes, obligations with
                                    respect to Letters of credit, guarantees and
                                    indemnities, whether present, future, actual
                                    or contingent  and whether or not matured or
                                    accrued  due and  whether  incurred  solely,
                                    severally  or jointly  with any other person
                                    and  whether  in  sterling  or in any  other
                                    currency,  together with  interest,  and any
                                    other costs,  charges and legal expenses (on
                                    a full indemnity  basis) charged or incurred
                                    by the Lender and  including  those  arising
                                    from the Lender in  perfecting  or enforcing
                                    or attempting  to enforce this  Debenture or
                                    any   other   security   (and   its   rights
                                    thereunder)  held by the Lender from time to
                                    time as well  after as before any demand has
                                    been made or judgment obtained hereunder;
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'Lender'                            shall include,  unless the context otherwise
                                    requires,   the  Lender's   successors   and
                                    assigns from time to time;

'loan'                              the  advance,  of  US$500,000  made  by  the
                                    Lender  to the  Company  pursuant  to a Loan
                                    Agreement  of even  date  made  between  the
                                    Company,  the Lender, Invu Services Limited,
                                    and Invu International  Holdings Limited and
                                    others;

'Property'                          means all  leasehold  and freehold  property
                                    referred to in clauses 2.1.1 and 2.1.2, and

'Receiver'                          has the meaning given to it in clause 4.1,

1.2      Clause headings are for ease of reference only.

2        Charge

2.1      The  Company  hereby  covenants  on  demand  to  pay or  discharge  the
         Indebtedness  to the Lender.  As security for the payment and discharge
         of the Indebtedness,  the Company as beneficial owner hereby charges to
         the Lender, with full title guarantee:

2.1.1    by way of legal  mortgage,  all  freehold  and  leasehold  property now
         vested in the Company, together with all buildings, fixtures (including
         trade fixtures) and fixed plant and machinery from time to time on that
         property;

2.1.2    by way of fixed  charge,  all estates or  interests in any freehold and
         leasehold property of the Company (not being Property charged by clause
         2.1.1) now and in the future  vested in the Company,  together with all
         buildings,  fixtures  (including  trade  fixtures)  and fixed plant and
         machinery from time to time on that properly:

2.1.3    by way of fixed charge,  all the goodwill and uncalled  capital for the
         time being of the Company;

2.1.4    by way of fixed charge,  all book debts and other debts, now and in the
         future due or owing to the Company;

2.1.5    by way of fixed charge,  all intellectual  property  rights,  choses in
         action and claims now and in the future belonging to the Company; and

2.1.6    by way of  floating  charge,  all  the  Company's  present  and  future
         undertaking  and assets,  whatever  and  wherever,  including  (without
         limitation) all other property and assets not subject to a fixed charge
         under this Debenture.

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3        Covenants

3.1      The Company shall not:

3.1.1    (except for charges in favour of the lender  created  under or pursuant
         to this Debenture) create or permit to subsist any mortgage,  charge or
         lien on any of its undertaking or assets;

3.1.2    sell, transfer or otherwise dispose of its undertaking and other assets
         or any part of them,  except by  getting in and  realising  them in the
         ordinary and proper course of its business;

3.1.3    pull down or remove all or any part of the  buildings  forming  part of
         the  Property  or sever,  unfix or remove  any of the  fixtures  on the
         Property nor (except for necessary  repairs or the Substitution of full
         value replacements) remove any plant and machinery from the Property;

3.1.4    deal with its book or other  debts or  securities  for money  except by
         getting in and realising  them in the ordinary and proper course of its
         business,  but so that this exception  shall not permit the realisation
         of debts by means of block discounting or factoring; or

3.1.5    grant or accept a surrender  of any lease or licence of or part with or
         share possession or occupation of the Property or any part of it.

3.2      The Company shall:

3.2.1    keep such of the Assets as are insurable comprehensively insured to the
         lender's satisfaction in writing (and, if so required by the Lender, in
         the joint names of itself and the Lender)  against  loss or damage:  by
         fire and such  other  risks as the Lender  may  require,  to their full
         replacement  value and,  where such  insurance  is not in joint  names,
         procure  that the Lender's  interest is noted on all policies  required
         under this clause 3.2.1;

3.2.2    duly and  promptly pay all  premiums  and other  moneys  necessary  for
         maintaining  the  insurances  required under clause 3.2.1 and on demand
         produce the insurance policies and premium receipts to the Lender;

3.2.3    keep all buildings  and all plant,  machinery,  fixtures,  fittings and
         other effects in good repair and working order;

3.2.4    promptly  notify the Lender of any meeting to discuss,  or any proposal
         or  application  for the  appointment  of an  administrator,  receiver,
         liquidator or similar  official in respect of the Company or any of its
         Assets and, if any such official is appointed, of his appointment.

3.3      If the Company  fails to perform any of its  obligations  under clauses
         3.2.1 and  3.2.3 the  Lender  may take out or renew  any  insurance  or
         effect  such  repairs  and  take  such  other  action  as it  may  deem
         appropriate  to remedy such  failure and recover the premiums and other
         expenses so incurred from the Company on demand.


<PAGE>



4        Receiver

4.1      At any time after the  Lender's  demand for payment from the Company of
         any  Indebtedness  (or if so requested by the Company),  the lender may
         appoint  by writing  any  person or  persons  to the an  administrative
         receiver or a receiver  and manager or  receivers  and  managers  ('the
         Receiver',  which expression shall include any substituted  receiver(s)
         and manager(s)) of all or any part of the Assets.  Without limiting the
         Lender's  rights  under  this  clause 4.1 or at law,  the  Lender  may,
         whether  or  not  any   demand  has  been  made  for   payment  of  the
         Indebtedness,  appoint a Receiver if the Lender becomes aware of any of
         the matters referred to in clause 3.2.4 or if the:  security created by
         this Debenture shall he in jeopardy.

4.2      The  Lender may from time to time  determine  the  remuneration  of the
         Receiver and may remove the Receiver and appoint another in his place.

4.3      The Receiver shall,  subject to the terms of the Acts, be the Company's
         agent and shall  have all powers  conferred  by the Acts.  The  Company
         alone  shall be  responsible  for his acts  and  omissions  and for his
         remuneration. In particular, but without limiting any general powers or
         the Lender's power of sale, the Receiver shall have power:

4.3.1    to take  possession of collect and get in all or any part of the Assets
         and for that purpose to take any  proceedings  in the Company's name or
         otherwise as he shall think fit;

4.3.2    to carry on or concur in carrying on the  Company's  business and raise
         money from the Lender or others on the  security  of all or any part of
         the Assets;

4.3.3    to sell,  let and/or  terminates  or to accept  surrenders of leases or
         tenancies of any part of the Property, in such manner and on such terms
         as he thinks fit;

4.3.4    to take, continue or defend any proceedings and make any arrangement or
         compromise which the Lender or he shall think fit;

4.3.5    to make and effect all repairs, improvements and insurances;

4.3.6    to appoint managers, officers and agents for any of the above purposes,
         at such salaries as the Receiver may determine;

4.3.7    to call up any of the Company's uncalled capital;

4.3.8    to promote the  formation of a  subsidiary  company or companies of the
         Company,  so that such  subsidiary  may  purchase,  lease,  license  or
         otherwise acquire: interests in all or any part of the Assets; and

4.3.9    to do all other acts and things which he may consider to be  incidental
         or conducive to any of the above powers.

<PAGE>

4.4      any moneys received under this Debenture shall be applied:

4.4.1    first,  in  satisfaction  of all costs,  charges and expenses  properly
         incurred and payments  properly  made by the Lender or the Receiver and
         of the remuneration of the Receiver;

4.2      secondly,  in or towards satisfaction of the Indebtedness in such order
         as the Lender shall determine; and

4.4.3    thirdly,  the  surplus  (if any) shall be paid to the person or persons
         entitled to it.

5        Miscellaneous

5.1      No  statutory  or other  power of  granting  or agreeing to grant or of
         accepting  or agreeing to accept  surrenders  of leases or tenancies of
         any part of the Property  may be  exercised by the Company  without the
         lender's prior written consent.  Section 93 of the Law of Property Acct
         1925 shall not apply.

5.2      By notice in writing to the Company, the Lender may at any time convert
         the floating charge created by clause 2.1.6 into a specific charge over
         any Assets  specified in the notice which the lender considers to be in
         danger of being seized or sold under any form of  distress,  attachment
         or other legal  process or to be otherwise in jeopardy.  The Company at
         its expense shall at any time on the Lender's  request promptly execute
         and  deliver to the lender  any other or  further  mortgage,  charge or
         other  instrument  conferring  a  fixed  charge  on any  of its  Assets
         (including  any of the assets  charged  by clause  2.1.6) or such other
         charge as the lender may in its  discretion  think fit for securing the
         Indebtedness.

5.3      This Debenture shall be;

5.3.1    a continuing  security to the Lender  notwithstanding any settlement of
         account or other matter or thing whatever;

5.3.2    without  prejudice  and in  addition  to any  other  security  for  the
         Indebtedness   (whether  by  way  of  mortgage,   equitable  charge  or
         otherwise)  which the  lender may hold now or  hereafter  on all or any
         part of the Assets; and

5.3.3    in addition to any rights, powers and remedies at law.

5.4      Section  103 of the law of  Property  Act 1925  shall  not  apply.  The
         statutory  power of sale  shall be  exercisable  at any time  after the
         execution of this Debenture. The Lender shall not exercise its power of
         sale until  payment has been  demanded,  but this  provision  shall not
         affect a purchase  or put him on inquiry  whether  such demand has been
         made.

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5.5      No failure or delay on the Lenders  part in the  exercise of any of its
         rights,  powers and remedies (in this clause 5  'right(s)')  under this
         Debenture  (or at law shall  operate or be  construed  as a waiver.  No
         waiver of any of the  Lender's  rights  shall  preclude  any further or
         other exercise of that right or of any other right.

5.6      The  Lender  may  give  time or  other  indulgence  or make  any  other
         arrangement,  variation  or  release  with any person in respect of the
         Indebtedness  or any other  security or guarantee for the  Indebtedness
         without  derogating  from the  Company's  liabilities  or the  Lender's
         rights under this Debenture.

5.7      The Company certifies that the charges created by this Debenture do not
         contravene  any provision of its memorandum and articles of association
         or any agreement binding on it or any of the Assets.

5.8      The Company  shall,  on demand by the  Lender,  execute and deliver all
         transfers,  mandates,  assignments,  deeds  or other  documents  as the
         Lender may require to perfect its rights  under this  Debenture  and to
         give effect to any sale or disposal of any of the Assets and  otherwise
         give effect to the intent of this Debenture.

6        Power of attorney

         By way of security,  the Company hereby irrevocably appoints the Lender
         and any Receiver jointly and severally as its attorney, with full power
         of delegation,  for it and in its name and on its behalf and as its act
         and deed or otherwise, to seal, deliver and otherwise perfect any deed,
         assurance, agreement, instrument or act which may be required or may be
         deemed proper for any of the above purposes.

7        Cost

         All costs,  charges and  expenses  incurred by the Lender and all other
         moneys paid by the Lender or the Receiver in perfecting or otherwise in
         connection  with  this  Debenture  and all  costs of the  Lender or the
         Receiver of all  proceedings for enforcement of this Debenture shall be
         recoverable from the Company as a debt, shall bear interest at the rate
         per  annum  of 4 per  cent  over the  base  rate  from  time to time of
         National  Westminster  Bank plc  accordingly  (as well  before as after
         judgement) and shall be charged on the Assets.

8        Severance

         If at any time any provision in this  Debenture is or becomes  invalid,
         illegal or unenforceable,  the validity, legality and enforceability of
         the remaining provisions of this Debenture shall not be impaired.

9        Notices

9.1      Any  demand,  notice  or  other  communication  by  the  Lender  may be
         delivered personally to the Company or sent to the (company by post, or
         facsimile at its address set out above or such other  address  notified
         in  writing  to  the  Lender.   Any  such   notice,   demand  or  other


<PAGE>

         communication  shall be deemed to have been  received by the Company 24
         hours  after   posting   (where  sent  by  first  class  prepaid  post)
         immediately  upon  such  delivery  (where  delivered   personally)  and
         immediately on sending  (where sent by facsimile)  whether or not it is
         actually received.

9.2      Any notice  from the  Company  to the  Lender  shall be served by first
         class prepaid recorded delivery post or by facsimile sent to the lender
         at its  address  set out above or such other  address  notified  to the
         Company.

10       Counterparts

         This  Agreement  may be  executed  in any  number of  counterparts  (by
         facsimile if necessary)  and by each of the parties  hereto on separate
         counterparts each of which when executed and delivered (by facsimile if
         necessary) shall he deemed to be an original,  but all the counterparts
         together shall constitute one and the same document,

11       Law

         This  Debenture  shall be governed by and construed in accordance  with
         English law and the parties hereto submit to the exclusive jurisdiction
         of the English Courts.

Executed and  delivered  as a Deed by the parties  hereto the day and year first
above written.




EXECUTED and DELIVERED as           )  -----------------------------------------
a DEED by VERTICAL                  )           Director
INVESTMENTS LIMITED                 )
acting by two directors/director    )
                                       -----------------------------------------
and secretary                              Director/Secretary


EXECUTED and DELIVERED as           )  -----------------------------------------
a DEED by INVU INC. acting by       )
two directors/director              )
and secretary                       )
                                       -----------------------------------------
                                            Director/Secretary