Exhibit 10.19

                                  AGREEMENT

      THIS AGREEMENT by and between WHY USA North America, Inc., a Wisconsin
corporation, (hereinafter "WHY USA"), and Ronald Williams (hereinafter
"Williams"),
                                W I T N E S S E T H:
      WHEREAS, Williams wishes to purchase, and open, fifty (50) new WHY USA
real estate franchises in the territories of Wisconsin and Illinois, and

      WHEREAS, WHY USA wishes to sell to Williams fifty (50) WHY USA real
estate franchises, and

      WHEREAS, Williams wishes to purchase the rights to open said franchises
over a scheduled period of five (5) years at a fixed fee.

      NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties agree to the following terms and
conditions:

1.      Williams shall pay to WHY USA the sum of $150,000.00, as and for the
        fee for those rights, as expressed herein, to develop fifty (50) WHY
        USA offices in the states of Wisconsin and Illinois.  This fee is
        non-refundable and no portion thereof is contingent upon the
        completion of the terms of this Agreement.  This fee must be received
        by WHY USA, in good funds, by April 23, 2001 or this agreement shall
        be null and void.

2.      If Williams is not in default, under the terms of this Agreement, he
        shall be entitled to acquire, for the fee set in paragraph 1 above,
        fifty (50) WHY USA franchises within five years from the date first
        stated hereon.   During the term of this Agreement, Williams must
        remain as an owner of a majority interest in the various franchises
        that he, or an entity that


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        he is associated with, shall open.  Any transfer of an interest in a
        WHY USA franchise must be done in compliance with the requirements
        stated in the applicable franchise agreement.

3.      If Williams is not in default, under the terms of this Agreement, he
        has the exclusive right to develop all of the territories of Wisconsin
        and Illinois from those territories then available.  Certain
        territories shall not be available for selection (See attached Exhibit
        A for list of unavailable territories).  Williams also understands
        that franchisees owning franchises in Wisconsin and Illinois have
        certain contractual rights to additional territories at set fees.
        This Agreement shall not affect the rights of other franchisees to
        exercise said rights to acquire additional territories under their
        franchise agreement.

4.      Any selection by Williams of a new territory shall not be more than 30
        days in advance of the scheduled opening of the new office.  Williams
        shall notify WHY USA, in writing, of the selected territory upon his
        election and exercising of his rights.  It shall be a default of this
        Agreement to fail to open the franchise office within the terms
        specified in the franchise agreement applicable to the selected
        territory.


5.      If, during the term of this Agreement, WHY USA shall locate a new
        buyer for a territory that is in Wisconsin or Illinois, WHY USA shall
        notify Williams of such buyer.  If Williams is not in default of this
        Agreement, he shall have 20 days to exercise his right to said
        territory, as specified above.  In the event that Williams does not
        exercise his rights to said territory, he shall then be entitled to
        receive a fee of $5,000.00 if WHY USA sells said territory to the
        identified third party buyer.  Each territory sold by WHY USA during
        the term of this Agreement shall reduce the number of territories that
        Williams is obligated to

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        open pursuant to this Agreement.  The $5,000 payment to Williams, as
        specified in this paragraph, shall only be due to Williams during the
        5 year term of this Agreement or until the sale of 50 franchises,
        which ever event occurs earliest, and provided Williams is not in
        default of this Agreement.

6.      The terms of WHY USA's franchise agreement, that is in circulation at
        the time each new office is opened, shall govern that franchise.
        Nothing in this Agreement shall be construed to release Williams from
        any obligation stated in the franchise agreement that shall govern
        each new franchise, except that the initial franchise fee paid by
        Williams shall be governed by the terms stated herein, including
        payment of the fee to acquire the rights to open the stated 50
        franchises.  Nothing in this Agreement shall be construed to limit WHY
        USA's right to collect the entire transaction fees or any other fees
        as stated in the relevant franchise agreement.

7.      Williams agrees to open the franchises on the following schedule:
        a.   By December 31, 2001 - 5 franchises shall be opened.
        b.   By December 31, 2002 - 15 additional franchises shall be opened
        c.   By December 31, 2003 - 10 additional franchises shall be opened
        d.   By December 31, 2004 - 10 additional franchises shall be opened
        e.   By December 31, 2005 - 10 additional franchises shall be opened

        WHY USA may waive this schedule at its sole discretion.  Williams may
        accelerate the above schedule (i.e. If Williams acquires 17 franchises
        in year 2003, 7 franchises shall apply to his year 2004 obligation).
        Williams agrees that he must be current on his payments and not in
        default herein in order to open a new franchise.  Williams shall be
        required to pay an initial franchise fee $1,250.00 upon the selection
        of each new territory

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        and to execute a current franchise agreement.

8.      Williams agrees to follow all applicable state or federal laws in the
        opening of each office, the development of each territory, and the
        location of potential partners.  Williams agrees that he will not
        participate in any activity that can be construed as sub-franchising.
        Williams agrees to present his advertisements to WHY USA for approval
        prior to circulating said advertisements.   WHY USA shall be entitled
        to approve or disapprove of those advertisements prior to Williams
        submitting the same for publication.  Williams agrees that WHY USA is
        not responsible for any obligation that he may have towards his
        business partners and agrees to indemnify and hold WHY USA harmless
        for any cause, claim, or action that may result from, or be brought
        by, a business partner or associate of Williams.

9.      In the event of a failure by Williams to complete any of the terms of
        this Agreement (including, but not limited to, failing to keep the
        above stated schedule for opening franchises) WHY USA may, at its
        option, suspend Williams rights to open new franchises, or to select
        new territories, until Williams cures the default, or WHY USA may
        choose to terminate this Agreement upon 30 day written notice to
        Williams.  If WHY USA shall suspend Williams' right to open new
        franchises or to select new territories, such suspension shall not
        extend the time period Williams had to open franchises.  Williams
        recognizes that if he fails to meet the schedule set forth above
        following his suspensions, such failure shall be the result of his own
        actions and as a result of his failure to cure said default.  If this
        Agreement is terminated for failure to meet such schedule, or for any
        other default, Williams shall be entitled to no refund of any monies
        previously paid under this Agreement.  Such termination shall not
        effect the individual franchise agreements

        previously entered into between the parties under this Agreement and
        both parties shall be obligated to continue to perform under such
        agreements in accordance with their terms.

10.     Any notice due hereunder shall be deemed to have been given when hand
        delivered, or three days after placed in the United States mail,
        postage prepaid, and sent to the following addresses, or to such other
        address as a party may request:

        WHY USA NORTH AMERICA
        2110 U.S. Hwy 12, West
        P.O. Box 497
        Menominee, WI 54751

        Ronald Williams
        1000 Laramie Lane
        Janesville, WI 53546

11.     The non-defaulting party shall be entitled to recover from the
        defaulting party its costs, fees, and disbursements, including
        reasonable legal fees that may be incurred in any enforcement or
        collection action.

12.     Whenever possible, each provision of this Agreement will be
        interpreted in such manner as to be effective and valid under
        applicable law, but if any provision of this Agreement is held to be
        invalid, illegal or unenforceable under any applicable law or rule in
        any jurisdiction, such provision will be ineffective only to the
        extent of such invalidity, illegality, or unenforceability in such
        jurisdiction, without invalidating the remainder of this Agreement in
        such jurisdiction or any provision hereof in any other jurisdiction.
        In no event shall this Agreement be interpreted in a manner to
        conflict with the then current franchise agreement.  In all such
        conflicts the terms and definitions of the franchise agreement shall
        govern.

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13.     Each of the parties hereto, his heirs, legal representatives, shall do
        all things to execute and deliver any and all documents which may be
        necessary at any time to carry out and effectuate the terms and
        conditions of this Agreement.   The parties agree that this contract
        is not assignable.


14.     This Agreement shall be construed and enforced in accordance with the
        laws of the State of Wisconsin.

15.     This Agreement contains the entire understanding between the parties
        hereto with respect to the transactions contemplated hereby and
        supersedes and replaces all prior and contemporaneous agreements and
        understandings, oral or written, with regard to such transactions.
        This Agreement may only be amended by a writing signed by the party
        against whom enforcement is sought.

16.     During the term of this agreement, if Williams acquires fifty (50)
        franchises, as specified herein, Williams may acquire additional
        franchises until the end of the 5 year term, if he is not in default
        of the terms of this agreement.  The franchise fee shall become
        $4,950.00 for these additional franchises and Williams shall pay
        $1,250.00 additional for each franchise as, and for, training to be
        provided by WHY USA pursuant to the franchise agreement.  These fees
        shall be paid at the time of signing of the franchise agreement.  WHY
        USA shall not provide any credit for advertising for franchised
        acquired in excess of fifty (50).

17.     The effective date of this Agreement shall be March 31, 2001.

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THE PARTIES HERETO acknowledge that the above stated recitals are true and
correct and are hereby incorporated by reference.  The parties hereto have
entered into this Agreement in reliance upon the recitals set forth herein
above together with the remaining covenants, terms and conditions of this
Agreement.  The parties agree that they have had adequate opportunity to seek
legal counsel regarding the terms as stated herein.

WHY USA NORTH AMERICA, INC.                RONALD WILLIAMS

/s/ Leslie Pearson                         /s/ Ronald Williams
_______________________________            _________________________________
Leslie Pearson, Secretary / Treasurer


















* WHY USA is a registered Trademark of WHY USA North America, Inc.