COACHING AND STRATEGIC AGREEMENT

This  agreement is entered into this 25th day of August,  1999 between  Coaching
Institute,  Inc., a Utah company with its principal place of business located at
112 West  Business Park Drive,  Draper,  UT 84020,  and SDI LeGrand  Publishing,
Inc., a Florida company with its principal place of business located at 9799 Old
St. Augustine Rd., Jacksonville, FL 32257

                                    RECITALS

1.       Coaching  Institute is engaged in the  business of  providing  coaching
         services.

2.       [Company]  requires the services from Coaching  Institute  that are set
         forth in this agreement ("Services").

3.       Coaching  Institute  desires  to  provide  Services  to  [Company]  and
         [Company] desires to receive Services from Coaching Institute.

                              OPERATIVE PROVISIONS

1.       ASSOCIATION.  Coaching  Institute  and  [Company]  hereby  agree  to be
associated with each other on and subject to the terms and conditions herein. It
is the  intention  of  Coaching  Institute  and  [Company]  to  focus  on  their
respective areas of business and technological  expertise,  and to enhance their
own and each other's  business  opportunities  by associating  together to offer
solutions to their customers whenever and wherever possible.

2.       INDEPENDENT  CONTRACTORS.  It is  understood  and agreed by the parties
that as to their relationship with each other they are independent  contractors.
Nothing in this  Agreement  shall be  construed  as  creating  any  partnership,
agency, joint venture, or other joint obligation,  and both parties agree not to
make any  representations to the contrary.  Any conduct in which a party engages
in connection  with or in the  performance of this Agreement  shall be solely in
its capacity as an independent  contractor,  and nothing in this Agreement shall
be  construed  to  the  contrary.   The  parties  agree  that,  as   independent
contractors,   they  do  not  have  authority  to  sign  contracts,   notes,  or
obligations,  or to  purchase,  acquire,  or dispose of any  property  for or on
behalf of the other party or any of its customers, and shall only have authority
to perform those services  specifically  described herein.  Each party is solely
responsible  and  liable  for all  labor and  expenses  in  connection  with its
services  performed  hereunder,  and  for  any  and  all  damages  which  may be
occasioned  on account of the operation of this  Agreement,  whether the same be
for personal injuries or damages of any other kind.

3.       TAX LIABILITY.  Each party assumes full  responsibility for the payment
of its  respective  taxes,  assessments,  or  contributions,  whether  state  or
federal,  as to  compensation  paid  and/or the  services  performed  under this
Agreement.   Each  party  also  agrees  to  pay  any  and  all  gross  receipts,
compensation, transaction, sales, use, or other

taxes or  assessments  of  whatever  nature  or kind  levied  or  assessed  as a
consequence  of the  compensation  paid  and/or  services  performed  under this
agreement.

4.       INTELLECTUAL  PROPERTY.  Ownership of all intellectual property remains
with the creator of the property.

5.       BUSINESS RELATIONSHIP.  During the term of this agreement,  the parties
agree to the  following:
         A.       Coaching Institute responsibilities
                  1.       Coaching   Institute   will  develop  the   [Company]
                           Coaching  Program  and  associated  curriculum.   The
                           curriculum will be focused on the sales and marketing
                           of   [Company]   business    opportunity,    building
                           communication   skills,  and  personal  and  business
                           development.  Professional  skills assessment will be
                           included.
                  2.       Coaching Institute will hire and train  appropriately
                           skilled coaches and mentors.
                  3.       Coaching  Institute  will hire and train  salespeople
                           that  will  appropriately   represent  the  [Company]
                           organization.
                  4.       Coaching  Institute will provide inbound and outbound
                           call center  services to market the coaching  program
                           to the [Company] students/customers.
                  5.       Coaching Institute is responsible for maintaining its
                           phone system, phone lines, computer equipment, office
                           supplies,  office  space,  and  other  materials  and
                           assets   necessary   to  perform   its   function  to
                           adequately   support  and  market   services  to  the
                           [Company] customer base.
                  6.       To  maintain  or  assist  in the  maintenance  of the
                           [Company] database

         B.       [Company] responsibilities:
                  1.       To promote and sell the [Company] coaching program in
                           all its seminars, workshops, and other venues.
                  2.       To work in  conjunction  with  Coaching  Institute to
                           assure that the  expectations  regarding  the quality
                           and content of the coaching program are met.
                  3.       To provide Coaching Institute with customer names and
                           lists  of  seminar  attendees  and  other  interested
                           parties  on  a  regular   basis  for  the  intent  of
                           marketing the coaching program to them.
                  4.       To provide  materials,  including  copies of software
                           packages sold,  training  videos,  and other relevant
                           information for the coaching staff.
                  5.       To process all [Company]  coaching  sales through its
                           merchant account.
                  6.       To  compensate  Coaching  Institute  according to the
                           financial arrangements contained herein and to pay on
                           a schedule  according to, or similar to, the "general
                           procedures guidelines" provided.

<PAGE>

         C.       Mutual Responsibilities
                  1.       It  is  understood   that  an   undertaking  of  this
                           magnitude,  with  the  possibility  of  thousands  of
                           individuals  contacted,  enrolled,  and spoken  with,
                           there will inevitably be some individuals who will be
                           displeased   with  some   aspect   of  the   service.
                           Therefore,   if  there  are  any  concerns  regarding
                           representations   made,   the   quality   of  service
                           provided,  or the  manner  in  which  a  customer  is
                           treated,  both  parties  agree to  notify  the  other
                           immediately  and use their  combined  best efforts to
                           rectify the situation.  Customer  satisfaction is the
                           ultimate goal.

6.       PRODUCTS

         A.       Personal  Coaching - Coaching  will be  considered as  contact
                  between  Coaching  Institute and  individuals  enrolled in the
                  process  of  coaching.  Coaching  will be sold  in  blocks  of
                  sessions of 8, 10, or 12 with coaching resources available for
                  up to a year.  The  coaching  may be sold by  either  Coaching
                  Institute  or the company  and it may also be bundled  into or
                  with the company's regular products.

          B.      Symposium - Symposiums  will  be considered as one day or more
                  of workshop type  training  followed by at least 8 sessions of
                  coaching. Pricing and content to be negotiated at later date.

          C.      Technical Package - The  Technical  Package  will include  but
                  is not limited to the following  components,  laptop computer,
                  digital camera,  web site, contact  management  software,  SDI
                  LeGrand materials package and Personal Coaching.

7.       COMPENSATION. - The following are the retail values associated with the
         products described in paragraph 6.

         A.       Personal Coaching - The personal coaching program is valued at
                  $1,495.00 - $2,995,  depending  on the duration and content of
                  the coaching program.  [Company] agrees to compensate Coaching
                  Institute as follows for each program sold:

                                            Coaching Institute    SDI - LeGrand
                  SDI LeGrand Sale:               50%                  50%
                  Coaching Institute Sale:        70%                  30%

         B.       Symposium  pricing content  and duration  to be  considered at
                  later date.

<PAGE>

         C.       Technical  Package pricing  and content to  be  considered  at
                  later date.

8.       MUTUAL  EXCLUSIVITY  AND  NON-COMPETE - Throughout the duration of this
         agreement, [Company] grants Coaching Institute, Inc. status as its sole
         provider  of  coaching  services.  [Company]  agrees not to develop any
         similar or  competing  program  and also  agrees  not to utilize  other
         third-party coaching providers through the duration of this agreement.

9.       TERM OF AGREEMENT- This agreement and the  association  hereunder shall
         commence on the effective  date hereof and shall  continue for a period
         of 1 year.  Upon the  completion of the one-year term of the agreement,
         the agreement  will  automatically  extend an additional 2 years unless
         notification is received according to the terms in paragraph 10.

10.      TERMINATION  -  Either  party  may  terminate  this  Agreement  on  the
         expiration  date by giving  written  notice to the other party at least
         ninety (90) days prior to the expiration of the Agreement.  The premise
         of this  arrangement is that it will continue so long as it is mutually
         beneficial

11.      RESTRICTIVE COVENANTS - Each party understands that the other party has
         disclosed  and will disclose  certain  knowledge  concerning  the other
         party's trade secrets, proprietary information,  business and marketing
         methods, procedures, products, and services, including, but not limited
         to, names of customers,  clients, and suppliers, and other things which
         constitute  the  property of the other party and which enable the other
         party to compete successfully in its business.  In consideration of the
         parties  association with each other and these disclosures,  each party
         agrees as follows:

         A.       Confidential Information;  Covenant of  Non-Disclosure;  Trade
         Secrets--Proprietary  Information.  Each party  covenants that it shall
         treat all such  matters  relating  to the  other  party's  business  as
         confidential and proprietary information entrusted to said party solely
         for accomplishing the purposes of this agreement,  and shall not at any
         time,  either  during  or  after  the  term of this  Agreement,  either
         directly or indirectly,  use, divulge,  disclose, or communicate to any
         person,  firm, or corporation  any  information  concerning any matters
         affecting  or relating to the  business of the other  party,  including
         without limiting the generality of the foregoing, any of its customers,
         clients,  suppliers,  the  prices it obtains  or has  obtained  for the
         services  it  renders  and/or  the  products  it  sells,  or any  other
         information, written or otherwise, concerning the business of the other
         party, the manner of operation, plans processes,  products,  employees,
         or other data  without  regard to  whether  all the  foregoing  will be
         deemed confidential, material, or important. All of the terms contained
         anywhere in this  Agreement  shall remain in full force and effect from
         the effective  date hereof  indefinitely  and  perpetually  thereafter,
         notwithstanding  the termination of the association between the parties
         and regardless of the reason for such termination.

<PAGE>

12.      INDEMNIFICATION.  The  party  to  whom a  customer  is  referred  shall
         indemnify  the  referring  party  against all  liability  or loss,  and
         against  all  claims  or  actions  based  upon  or  arising  out of the
         relationship  between the  referred  customer and the party to whom the
         customer was referred pursuant to the terms of this Agreement, or based
         upon any violation of any statute,  ordinance, code, or regulation, and
         the  defense  of any such  claims or  actions.  Each  party  shall also
         indemnify the other against all liability and loss in connection  with,
         and shall assume full  responsibility  for, payment of their respective
         federal, state, and local taxes, contributions,  or assessments imposed
         or required as a result of this Agreement.

13.      GENERAL PROVISIONS

         A.       Remedies. The rights and remedies of any of the parties hereto
                  shall not be exclusive.  In general, the respective rights and
                  obligation   hereunder   shall  be   enforceable  by  specific
                  performance,   injunction,  or  other  equitable  remedy,  but
                  nothing  herein  contained  is  intended  to or shall limit or
                  affect any rights at law or by  statute  or  otherwise  of any
                  party  aggrieved  as against  the other  party for a breach or
                  threatened  breach  of any  provision  hereof,  it  being  the
                  intention of this Paragraph to make clear the agreement of the
                  parties  that the  respective  rights and  obligations  of the
                  parties hereunder shall be enforceable in equity as well as at
                  law or otherwise.

         B.       Governing  Law,  Jurisdiction,  and Venue.  This  Agreement is
                  governed by the laws of the State of Utah in all respects, and
                  the parties  hereto consent to  jurisdiction  and venue in the
                  United  States  Court,  District  of Utah and/or the Courts of
                  Salt Lake County, State of Utah, as applicable.

         C.       Entire  Agreement.  This  instrument  sets  forth  the  entire
                  agreement   among  the  parties  and   supersedes   all  prior
                  agreements,  whether  written  or oral.  All parts of  Section
                  titles  or  Paragraph  captions  of  this  Agreement  are  for
                  convenience  only,  and  shall  not be  deemed  part  of  this
                  Agreement,  and in no way define, limit,  augment,  extend, or
                  describe the scope, content, or intent of any part or parts of
                  this Agreement.

         D.       Binding Effect and Assignment. This Agreement shall be binding
                  upon and inure to the benefit of the parties  hereto and their
                  representatives,  successors, and assigns; provided,  however,
                  that this  provision  shall  not be  construed  as  permitting
                  assignment,  substitution,  delegation,  or other  transfer of
                  rights or  obligations  by either  party except upon the prior
                  written consent of both parties hereto.

         E.       Waiver  or  Forbearance  Unless  otherwise  indicated  herein,
                  failure by any party to insist upon the strict  performance of
                  any covenant, duty,

<PAGE>

                  agreement,  or condition of this Agreement, or to exercise any
                  right or remedy  consequent upon a breach  thereof,  shall not
                  constitute  a  waiver  of any  such  breach  or of  any  other
                  covenant,  agreement, term, or condition. Any party, by notice
                  delivered in the manner provided in this  Agreement,  may, but
                  shall be under  no  obligation  to  waive  any  rights  or any
                  conditions  to  its   obligation   hereunder,   or  any  duty,
                  obligation,  or covenant of any other  party.  No waiver shall
                  affect or alter the remainder of this Agreement,  but each and
                  every other  covenant,  agreement,  term and condition  hereof
                  shall  continue in full force and effect  with  respect to any
                  other then existing or subsequently  occurring  breach.  To be
                  effective, any waiver must be signed by both parties hereto.

         F.       Severability.  In the event that any condition,  covenant,  or
                  other provision herein contained is held to be invalid or void
                  by any  court of  competent  jurisdiction,  the same  shall be
                  deemed  severable  from the  remainder of this  Agreement  and
                  shall in no way affect any other covenant or condition  herein
                  contained.  If such  condition,  covenant,  or other provision
                  shall be  deemed  invalid  due to is scope  or  breadth,  such
                  provision  shall be deemed valid to the extent of the scope or
                  breadth permitted by law.


         The  parties  have  executed  this  Coaching  and  Strategic  Agreement
effective the date and year set forth above.

         /s/ Craig R. Hendricks                   /s/ David A. Reecher
         ----------------------                   --------------------
         Craig R. Hendricks                       Name David A. Reecher
         President                                Title  President and CEO
         Coaching Institute, Inc.                 SDI LeGrand Publishing, Inc.


         Additional Items (hand written)

         A.       SDI to approve final coaching program prior to first  training
                  program.

         B.       SDI to also  approve "Coaching  Institute's" SA Program  prior
                  to contact with SDI customers.