EXHIBIT 10.19


                             Dated October 24, 2001




                        (1) VERTICAL INVESTMENTS LIMITED


                                     - and -


                                  (2) INVU INC






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                                SECURED GUARANTEE

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Dated:   October 24, 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:

I        Interpretation

1.1      In this Guarantee,  the following words and expressions  shall have the
         following meanings:

         'Guarantee'                means  this   Guarantee   and  Indemnity  as
                                    amended or supplemented from time to time;

         'Guarantor's Debenture'    means the  debenture  to be  created  by the
                                    Guarantor  in  favour  of the  Lender in the
                                    form set out in the Schedule;

         'Indebtedness'             means all the Principal's  present or future
                                    indebtedness to the Lender on any advance or
                                    loan  given to the  Principal  by the Lender
                                    (including   in   particular   but   without
                                    limitation the Loan) and all the Principal's
                                    other liabilities whatsoever and wherever to
                                    the Lender,  including (without  limitation)
                                    promissory     notes,     guarantees     and
                                    indemnities,  whether  actual or  contingent
                                    and  whether or not  matured or accrued  due
                                    and whether  incurred  solely,  severally or
                                    jointly  with any other  person in  whatever
                                    currency,  together  with  interest  and any
                                    other  costs,  charges  and  legal and other
                                    expenses (on a full indemnity basis) charged
                                    or  incurred by the Lender  including  those
                                    arising  from the  Lender in  perfecting  or
                                    enforcing  or  attempting  to  enforce  this
                                    Guarantee  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;

         'Loan'                     the advance of US$500,000 made by the Lender
                                    to  the   Principal   pursuant   to  a  loan
                                    agreement  of even date  between the Lender,
                                    the Principal,  the Guarantor,  Invu plc and
                                    others;

         'principal'                means Invu Services Limited (Company number.
                                    3319922) whose  registered  office is at The
                                    Beren,  Blisworth  Hill  Farm,  Stoke  Road,
                                    Blisworth, Norhampton,  Northamptonshire NN7
                                    3DB;

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1.2      Clause headings are for ease of reference only.

2        Guarantee

2.1 In  consideration  of the  Lender  making  available  the Loan or any  other
accommodation  whatever to the Principal,  the Guarantor hereby  unconditionally
and irrevocably  guarantees  payment to the Lender on demand of all Indebtedness
and, as primary  obligor  and not merely as a surety,  agrees to  indemnify  the
Lender on  demand  from and  against  any loss it may incur as a result of or in
connection with its having now or hereafter advanced any monies to the Principal
or  having  now or  hereafter  incurred  any  obligation  on behalf of or at the
request of the Principal  together with interest  thereon and all other sums due
under this Guarantee.

2.2      This Guarantee shall:

         2.2.1    be  additional  to any  other  guarantee  or  security  now or
                  hereafter held by the Lender in respect of all indebtedness;

         2.2.2    be a continuing security;

         2.2.3    apply to the ultimate  balance of the  Indebtedness  (together
                  with all  expenses  whatever  incurred  by the  Lender  in the
                  negotiation,  preparation,  execution or  enforcement  of this
                  Guarantee)  and shall not be discharged or otherwise  affected
                  by any intermediate payment or satisfaction of any part of the
                  Guarantor's obligations;

         2.2.4    not be  discharged or affected by any failure of, or defect or
                  informality  in,  any  security  given by or on  behalf of the
                  Principal  in  respect  of any  indebtedness  or by any  legal
                  limitation,  disability,  incapacity  or lack of any borrowing
                  powers of the  Principal  or by fraud of the  Principal or any
                  other person or by the  non-existence  of any matter which the
                  Guarantor considers  (expressly or impliedly) or may he deemed
                  to  consider  a  condition  precedent  to the  giving  of this
                  Guarantee  (and,   where  any  such  matter  is  considered  a
                  condition precedent,  it is expressly waived by the Guarantor)
                  or lack of authority of any director or other person appearing
                  to be acting for the Principal in any matter in respect of any
                  Indebtedness  or by any other fact or  circumstances  (whether
                  known or not to the  Guarantor  and the Lender) as a result of
                  which any Indebtedness incurred or purported to be incurred by
                  or on behalf of the  Principal is or may he rendered  invalid,
                  illegal,  void or  unenforceable  by the  Lender  against  the
                  Principal in whole or in part and so that:

                  (a)      all  such  circumstances   shall  be  disregarded  as
                           between  the  Guarantor  and  the  Lender,   and  any
                           Indebtedness  which would otherwise have arisen shall
                           be  treated  as  Indebtedness  due and  owing  to the
                           Lender from the  Principal  for the  purposes of this
                           Guarantee,  whether  the same is  recoverable  by the
                           Lender from the Principal or not; and

                  (b)      if  and  so  far  as  such  monies  shall  not  be so
                           recoverable,  the  Guarantor  shall be  liable to the
                           Lender as  principal  debtor and by way of  indemnity
                           for the same  amount as that for which the  Guarantor
                           would have been liable by way of guarantee,  if valid
                           and enforceable Indebtedness had been created between
                           the Lender and the Principal; and

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         2.2.5    remain the property of the Lender.

2.3      A certificate signed on behalf of the Lender of the amount for the time
         being of any indebtedness and/or the amounts due to the Lender shall be
         conclusive  evidence for all  purposes  against the  Guarantor,  unless
         manifestly incorrect.

         Guarantor's security

         As security for its  obligations  under this  Guarantee,  the Guarantor
         undertakes  to  execute  and  deliver  to the  Lender  the  Guarantor's
         Debenture and to maintain the  Guarantor's  Debenture in full force and
         effect until all the Guarantor's actual and contingent liability to the
         Lender under this Guarantee shall have been paid or discharged in full.

4        The Lender and the Principal

4.1      Before  enforcing  this  Guarantee,  the Lender shall not be obliged to
         take any action or obtain any  judgment,  nor make or file any claim in
         the bankruptcy,  dissolution or winding -up of the principal,  nor make
         any demand of the Principal,  nor enforce any other security held by it
         for any  Indebtedness.  The Lender need not advise the Guarantor of its
         dealings with the Principal or of any default by the Principal of which
         the Lender may have knowledge.

4.2      Where  more  than one  person  is  comprised  in the term  'Principal',
         reference to the Principal shall (where the context admits) take effect
         as reference to any of such persons and, where the Principal is a firm,
         shall include the person or persons from time to time  constituting the
         firm,  whether or not under the same style or firm name.  Where, by any
         agreement with the Principal and the Lender,  any person assumes all or
         any  part  of  the   liability  of  the  Principal  to  the  Lender  in
         substitution for the Principal,  the Guarantor's liability shall not be
         discharged,  reduced or affected,  but this Guarantee shall take effect
         as if the expression the 'Principal' included such person.

5        Payments

5.1      All  payments  by the  Guarantor  under  this  Guarantee  shall he made
         without set-off or counter-claim  and without  deduction for any taxes,
         duties,  charges,  fees,  deductions,   withholdings,  or  restrictions
         whatever.  If  the  Guarantor  is  obliged  by  law to  make  any  such
         deduction,  the amount due from the Guarantor shall he increased to the
         extent  necessary to ensure that,  after the making of such  deduction,
         the  Lender  receives  a net  amount  equal to the amount it would have
         received had no such deduction been required to be made.

6.       Variations, waivers etc

6.1      The Lender may  without  notice to or consent  from the  Guarantor  and
         without reducing or extinguishing the Guarantor's liability;

         6.1.1    renew, vary, determine or increase any accommodation or credit
                  given to the Principal;

         6.1.2    renew, modify, release or abstain from perfecting or enforcing
                  any  security  or  guarantee  now or  hereafter  held from the
                  Principal or any other person, including any signatory to this
                  Guarantee, in respect of the Indebtedness;

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         6.1.3    grant time or  indulgence to or compound with the Principal or
                  any other person or guarantor; and

         6.1.4    do or omit to do anything which, but for this provision, might
                  operate to exonerate or discharge  the  Guarantor  from any of
                  its obligations and this Guarantee shall not be discharged nor
                  affected  by  anything  which  would  not have  discharged  or
                  affected the Guarantor's liability if the Guarantor had been a
                  principal debtor to the Lender instead of a guarantor.

7        Security from principal

         The Guarantor  hereby  warrants that it does not hold and will not take
         or hold without the Lenders  written  consent in  connection  with this
         Guarantee  any security  whatever from the  Principal.  Any security so
         taken (whether with or without the consent of the Lender) shall be held
         in trust for the Lender and as security for the  Guarantor's  liability
         under this Guarantee. The Guarantor shall deposit such security and any
         document relating thereto with the lender as soon as practicable.

8        Subrogation etc

         Until all  amounts due or to become due from the  Guarantor  under this
         Guarantee have been paid and  discharged in full,  the Guarantor  shall
         not be  entitled  to share in any  security  held or money  received or
         receivable  by the Lender on account of that balance or to stand in the
         place of the  Lender in respect of any  security  or money.  Until such
         balance has been  discharged in full, the Guarantor  shall not take any
         step to enforce any right or claim  whatever  against the  Principal in
         respect of any monies paid by the  Guarantor  to the Lender  under this
         Guarantee or have or exercise any rights as surety in competition  with
         or in priority  to any claim of the  Lender.  The  Guarantor  will,  if
         required by the Lender,  prove in a  winding-up  or  bankruptcy  of the
         principal,  on the basis that the Guarantor  holds the benefits of such
         claims on trust for the Lender.

9        Conditional discharge and retention of security

9.1      Any  settlement,  discharge or release  between the  Guarantor  and the
         Lender shall be conditional on no security given or payment made to the
         Lender by the Principal of any other person being avoided or reduced by
         virtue of any  enactment's  relating to bankruptcy,  administration  or
         liquidation (or any analogous  proceeding) for the time being in force.
         The Lender shall be entitled  (subject to any limit in the total amount
         recoverable under this Guarantee) to recover the value or amount of any
         such  security or payment from the  Guarantor  subsequently  as if such
         settlement, discharge or release had not occurred.

9.2      The  Lender  may retain  any  security  held by it for the  Guarantor's
         liability  under this Guarantee for the relevant period after repayment
         of all sums  due to the  Lender  from  the  Principal.  If  within  the
         relevant  period after such repayment a petition shall be presented for
         an order for the winding-up or  administration  of the Principal or the
         Principal  shall  commence to be wound up or shall be the subject of an
         administration  order,  the Lender may continue to retain such security
         or any part of it for such further period as the Lender shall determine
         in its  discretion in this clause 9.2, the 'relevant  period' means the
         relevant  statutory  period,  extended by one month,  within  which any
         payment  or  security  made to or held by the  Lender may be avoided or
         invalidated under any enactment relating to insolvency.

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10       Joint and several obligations

10.1     Where  this  Guarantee  is  executed  by or on  behalf  of two or  more
         parties,  the  Guarantor's  obligations  shall take effect as joint and
         several  obligations  and all  references to the  Guarantor  shall take
         effect as references to any of such parties.  This Guarantee  shall not
         be  revoked  or  impaired  as to  any of  such  parties  by the  death,
         incapacity or insolvency of any other.

10.2     The Lender may  release or  discharge  any of such  parties  from their
         obligations under this Guarantee or accept any composition from or make
         any other  arrangements  with any of such parties without  releasing or
         discharging  the other(s) or  otherwise  prejudicing  or affecting  the
         Lender's rights and remedies against the other(s).

11       Application of proceeds, etc

         Any monies  received  from the  Guarantor may he placed and kept to the
         credit of a  suspense  account  for so long as the Lender  thinks  fit,
         without any  obligation  to apply any part towards the discharge of any
         Indebtedness.  Notwithstanding  any such payment, in any proceedings in
         (or analogous to) bankruptcy, liquidation,  composition or arrangement,
         the  Lender  may  prove  for  and  agree  to  accept  any  dividend  or
         composition in respect of the whole or any part of any  Indebtedness as
         if this Guarantee had not been given.

12       Benefit of guarantee

         This Guarantee shall be binding on the Guarantor and its successors and
         permitted  assigns and shall inure to the benefit of and be enforceable
         by the Lender and its successors and assigns, but so that the guarantor
         may not assign or otherwise  transfer any of its rights or  obligations
         under this Guarantee.

13       Notices

13.1     Any demand or notice by the Lender may be delivered  personally  to the
         Guarantor  or  sent  to the  Guarantor  by  post  or  facsimile  at the
         Guarantor's  address  set out above or such other  address  notified in
         writing to the  Lender.  Any such  notice or demand  shall be deemed to
         have been received by the Guarantor 24 hours after posting, (where sent
         by first class prepaid post),  immediately on delivery (where delivered
         personally)  and  immediately  upon sending,  (where sent by facsimile)
         whether or not it is actually received.

1.3.2    Any notice from the  Guarantor  to the Lender  shall be served by first
         class prepaid  recorded  delivery post to the Lender as its address set
         out above or such other address  notified by the Lender or by facsimile
         sent to the  Lender at such  facsimile  number as it may  notify to the
         Guarantor from time to time.

14       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 be deemed to be an original,  but all the counterparts
         together shall constitute one and the same document.

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15       Law and jurisdiction

         This  Guarantee  shall he governed by and construed in accordance  with
         English  law.  The  Guarantor   hereby   irrevocably   submits  to  the
         jurisdiction of the English courts.

Executed as a deed and delivered by the parties on the date 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           )                Director
by two directors/director           )
and secretary                       )
                                            ------------------------------------
                                                 Director/Secretary