COACHING AND STRATEGIC AGREEMENT

This  agreement  is entered  into this 5th day of June,  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 Automation  Quest, a Utah
company  with its  principal  place of business  located at 7231 South 900 East,
Suite 700, Salt Lake City, UT 84047.

                                    RECITALS

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

2.       Automation Quest requires the services from Coaching Institute that are
         set forth in this agreement ("Services").

3.       Coaching  Institute desires to provide Services to Automation Quest and
         Automation Quest desires to receive Services from Coaching Institute.

NOW,  THEREFORE,  in consideration of the foregoing,  the mutual promises herein
contained,   and  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which are hereby  acknowledged,  the parties  hereto,  intending
legally to be bound, hereby agree as follows:

                              OPERATIVE PROVISIONS

1.  ASSOCIATION.  Coaching  Institute  and  Automation  Quest 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  Automation  Quest 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.

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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.       The Coaching  Institute  will develop the  Automation
                           Quest Coaching Program and associated curriculum. The
                           curriculum will be focused on utilizing technology in
                           the  sales and  marketing  of real  estate,  building
                           communication   skills,  and  personal  and  business
                           development.  Professional  skills assessment will be
                           included.
                  2.       The   Coaching   Institute   will   hire  and   train
                           appropriately skilled coaches and mentors.
                  3.       The   Coaching   Institute   will   hire  and   train
                           salespeople  that will  appropriately  represent  the
                           Automation Quest organization.
                  4.       The  Coaching  Institute  will  provide  inbound  and
                           outbound call center  services to market the coaching
                           program  to  Automation  Quest  seminar  attendees  -
                           non-buyers.
                  5.       The 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
                           Automation Quest customer base.
                  6.       To  maintain  or  assist  in the  maintenance  of the
                           Automation Quest database

         B.       Automation Quest responsibilities:
                  1.       To include the Automation  Quest 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.

<PAGE>

                  4.       To provide  materials,  including  copies of software
                           packages sold,  training  videos,  and other relevant
                           information for the coaching staff.
                  5.       To  process  all  Automation   Quest  coaching  sales
                           through its merchant account or through its financing
                           or lease program.
                  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.

         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.       COMPENSATION. - The retail value associated with  the coaching  program
         is  $1,495.00.  Automation  Quest  agrees to  compensate  The  Coaching
         Institute as follows for each program sold:

             Bundled (Sold by A.Q.)             Sold by The Coaching Institute
             ----------------------             ------------------------------
                  $672.75 (45%)                            $971.75 (65%)

7.       MUTUAL  EXCLUSIVITY  AND  NON-COMPETE  - So  long as  Automation  Quest
         includes the coaching program in each of their packages as described in
         paragraph 5.B.1, and that monthly coaching clients exceed an average of
         60 per month, The Coaching  Institute agrees that Automation Quest will
         have an exclusive arrangement with The Coaching Institute for providing
         coaching  services  to the real estate  agent  industry.  The  Coaching
         Institute  will not  actively  pursue  other  marketing  or real estate
         companies  whose focus is to sell  products and services to real estate
         agents during the term of this  Agreement.  It is  understood  that The
         Coaching   Institute   currently  has  customers  in  the  real  estate
         investment  industry and that these types of companies do not fall into
         the restricted category.

         Pursuant to this  arrangement,  Automation  Quest agrees to promote The
         Coaching  Institute's  coaching  program to other current and potential
         real estate  clients.  In those  situations in which  Automation  Quest
         introduces and promotes The Coaching  Institute's  coaching  program to
         its clients, Automation Quest will receive an agreed-upon commission or
         royalty for each sale made through the new channel.

<PAGE>

         Throughout the duration of this agreement,  Automation Quest grants The
         Coaching  Institute,  Inc.  status  as its sole  provider  of  coaching
         services.  Automation  Quest  agrees  not to  develop  any  similar  or
         competing  program  and also  agrees not to utilize  other  third-party
         coaching providers.

8.       TERM OF AGREEMENT- Subject to the provisions for termination  contained
         herein, this Agreement and the association  hereunder shall commence on
         the effective date hereof and shall  continue for an indefinite  period
         of time.

9.       TERMINATION  - Either party may  terminate  this  Agreement at any time
         after an  initial  120-day  trial  period  for any reason by giving the
         other  party a ninety  (90) day  written  notice.  The  premise of this
         arrangement  is  that  it  will  continue  so  long  as it is  mutually
         beneficial.

10.      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.

11.      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

<PAGE>

         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.

12.      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 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, 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

<PAGE>

                  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/ Brent D. Gray, Pres.
         ----------------------                    ------------------------
         Craig R. Hendricks                        Brent D. Gray
         President                                 President
         Coaching Institute, Inc.                  Automation Quest