LSI COMMUNICATIONS INC
10SB12G, 2000-02-15
BLANK CHECKS
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       As filed with the Securities and Exchange Commission on February 14, 2000
                                                           Registration No. ____

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10 SB

                   GENERAL FORM FOR REGISTRATION OF SECURITIES
                          Pursuant to Section 12(g) of
                       The Securities Exchange Act of 1934

                            LSI COMMUNICATIONS, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)



             Nevada                                     87-0627349
             ------                                     ----------
 (State or other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)

                          112 West Business Park Drive
                               Draper, Utah 84020
                                 (801) 572-2555
       ------------------------------------------------------------------
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                                   Copies to:
                                   David Hunt
                           Wangsgard & Associates, LLC
                         5252 N. Edgewood, Dr. Ste 210A
                                 Provo, UT 84604
                                 (801) 852-8452

         Securities to be registered pursuant to Section 12(g) of the Act:
- - --------------------------------------------------------------------------------

      Title of each class                       Name of each exchange on which
       to be registered:                       each class is to be registered:

        Common Stock                                Nasdaq Bulletin Board OTC

- - --------------------------------------------------------------------------------

Securities to be registered pursuant to Section 12(g) of the Act: None

                                       1
<PAGE>

                           FORWARD-LOOKING STATEMENTS

         This  Registration  Statement  contains   forward-looking   statements,
including statements regarding, among other items, the availability of supplies,
our ability to retain our  competitive  position,  expected  realization  of our
business strategy and costs associated therewith,  governmental regulation,  the
sufficiency of cash flow and other sources of liquidity to fund our debt service
requirements,  working  capital  needs and other  significant  expenditures  and
anticipated trends in our business, including with respect to industry capacity,
product demand and pricing.  Forward-looking statements typically are identified
by the words "believe,"  "expect,"  "anticipate,"  "intend," "seek," "estimate,"
"project" and similar  expressions.  These  forward-looking  statements  involve
risks  and  uncertainties   that  are  beyond  our  control.   These  risks  and
uncertainties include unanticipated trends in the software and personal coaching
businesses, and economic,  competitive,  legal, governmental,  and technological
factors.  These factors  could  include  global  economic  conditions,  currency
fluctuations,  product demand and industry  capacity,  competitive  products and
pricing,   manufacturing   efficiencies,   availability  and  cost  of  critical
materials,   new  product  development  and   commercialization,   manufacturing
capacity,   facility  expansion  costs,  the  effect  of  regulatory  and  legal
developments,  capital  resource and cash flow  activities  and interest  costs.
Actual  results could differ from those  contemplated  by these  forward-looking
statements. In light of these risks and uncertainties, there can be no assurance
that the  results and events  contemplated  by the  forward-looking  information
contained in this  Registration  Statement will in fact  transpire.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of their dates.

                                    BUSINESS

General

         LSI Communications, Inc. (OTC: LSIM) is a technology development, sales
and training  company based in Draper,  Utah, just outside of Salt Lake City. We
were incorporated as TPI, Inc., under the laws of the State of Utah on April 26,
1983. In 1985, the Corporation changed its situs from Utah to Nevada and changed
its name to Connections Marketing Corp. In July, 1992, our shareholders voted to
change our name to LSI Communications, Inc. (LSI). We held mineral properties in
Beaver County,  Utah; however,  no extraction  operations ever commenced and the
properties were distributed to the shareholders through a subsidiary spinoff.

         On  November  20,  1998,  we  entered  a  Plan  of  Reorganization  and
Acquisition agreement with Warever, Inc., a Utah Corporation,  wherein we issued
3,000,000 shares of common stock for 85% of Warever's  outstanding common stock.
The  agreement  provides  for us to acquire  the  remaining  15% of Warever  for
2,500,000  shares of LSI through option  agreements  which are exercisable for a
period  of  60  days  following  January  1,  2000  for  no  consideration.  The
acquisition  is  recorded  as a  reverse  acquisition,  with  Warever  being the
accounting  survivor,  therefore all historical  financial  information prior to
November 20, 1998 in these statements are those of Warever.

                                       2
<PAGE>

         Warever is in the business of  developing,  programming,  selling,  and
marketing  computer software  packages.  Its primary product,  Action Plus, is a
management  assistance software tool. Warever was organized in the State of Utah
on May 13, 1992 under the name of Action Plus Software, Inc. On January 17, 1995
the name Action Plus Software was changed to Warever, Inc.

         We  operate  two  distinct,  but  complementary  subsidiaries,  Warever
Corporation and Coaching Institute, Inc.

         Warever  Corporation  currently is focused primarily on the development
of sales automation, personal productivity and Internet-based software products.
It is involved in the contact  management  industry and has been involved  since
the industry's  formative years in the late 1980s and early 1990s.  The majority
of Warever Corporation's  applications are focused in development of sales force
automation and personal productivity arenas.

         Coaching  Institute Inc. offers a fully integrated  "coaching"  program
designed specifically for sales trainers, seminar leaders, motivational speakers
and network  marketers who are interested in extending their programs to seminar
attendees through one-on-one  training.  By implementing an after-market program
such as one-on-one coaching,  companies are able to create a strong platform for
personal development for each client, build an additional profit center,  create
client loyalty, and enhance long-term revenue possibilities.

         We lost money in each of the last fiscal  years and our net losses have
been  significant.  Our continued  operations have depended,  to some extent, on
loans  from a family  member  of one of our  directors.  Despite  the fact  that
revenues from coaching are increasing and we are about to release a new software
program, there is no assurance that we will ever make a profit.

         This  Registration  Statement  is being filed on a  voluntary  basis to
re-establish our real-time  quotations on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. (the "NASD").

NASD OTC Bulletin Board Quotations

          Our common stock has been quoted on the OTC Bulletin Board of the NASD
under the symbol  "LSIM." For  information  concerning  these  stock  quotations
during the past two years, see the caption "Market Price of and Dividends on the
Company's  Common  Equity and Other  Stockholder  Matters,"  Part II Item I. The
quotations  presented do not  represent  actual  transactions  or  broker/dealer
markups, markdowns or commissions.

         Effective  January  4, 1999,  the NASD  adopted  rules and  regulations
requiring  that prior to any  issuer  having  its  securities  quoted on the OTC
Bulletin  Board of the NASD that such issuer must be a "reporting  issuer" which
is required to file  reports  under  Section 13 or 15(d) of the  Securities  and
Exchange  Act of the 1934,  as amended  (the  "1934  Act").  The  Company is not
currently a "reporting  issuer," but this Registration  Statement will bring the
Company  into  compliance  with  these  listing  provision  of the OTC  Bulletin
Board. The NASD  has  "delisted"  quotations  of our  common  stock.  Under  the
"phase-in"  schedule of the NASD, we had until

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<PAGE>

January 19, 2000,  within  which to become a "reporting  issuer." Our stock will
again be quoted on the OTC  Bulletin  Board once we satisfy  all comments of the
Securities and Exchange Commission with respect to this Registration Statement.

Merger and Business Combinations

         Effective  November 20, 1998,  we entered into an agreement and Plan of
Reorganization with Warever, Inc., a private company. The agreement provided for
our merger into Warever to be treated as a reverse  merger,  with Warever as the
surviving  business.  Pursuant to the  agreement we issued  3,000,000  shares of
common stock to the shareholders of Warever for 85% of the shares of Warever. We
have the option to acquire the remaining 15% of Warever for 2,500,000  shares of
our Common Stock. The option is exercisable for a period of sixty days following
January 1, 2000. Our management resigned and the management and board of Warever
filled the vacancy. LSI Communications, Inc. had no assets or liabilities at the
time of the merger, but was only a public shell.

         During  November  and  December of 1998,  we sold  1,000,000  shares of
Common Stock at $.05 per share to "accredited investors" pursuant to Rule 504.

         On  June  21,  1999,  we  acquired  85% of  Coaching  Institute,  Inc.,
(hereafter,  "Coaching  Institute")  a Utah  corporation.  Common  stock  in the
Company was issued and delivered to the  shareholders  of Coaching  Institute as
set forth below, such certificates to bear a restrictive

legend in compliance  with Rule 144  promulgated  by the Securities and Exchange
Commission under the Securities Act of 1933 as amended:

     o        Craig R. Hendricks, 1,062,500 shares
     o        Steven E. Carlson, 1,062,500 shares
     o        Lona J. Hendricks, 175,000 shares
     o        Richard A. McAllister, 150,000 shares
     o        Roger G. Williams, 50,000 shares

Operations

         We are a technology development,  sales, and training company comprised
of  two  distinct,  but  complementary  subsidiaries,  Warever  Corporation  and
Coaching Institute,  Inc. These two subsidiaries provide complementary products,
services and contacts to each other.  Our products  assist personal and business
betterment, through organization and training.

         Warever  Corporation  ("Warever"),  since  its  founding  in 1987,  has
primarily developed sales force automation and personal  productivity  software.
Sales force  automation  software is designed to improve the  efficiency  of the
sales process by tracking  customer  information,  such as names and  addresses,
correspondence,  and  scheduling.  Warever  intends to expand more  heavily into
developing software that interacts more fully with the Internet.

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<PAGE>

         Coaching Institute,  Inc.  ("Coaching  Institute") was founded in June,
1998.  Personal  Coaching is an emerging  industry where clients are assisted in
reaching  goals,  implementing  real,  long-term  change.  Our coaches work with
individuals one-on-one to:

     o        facilitate change
     o        motivate the individual
     o        promote creativity
     o        demand accountability
     o        channel energy and desire
     o        Implement skills and habits

Industry Background

         Warever is in the software development industry.  People and businesses
increasingly  rely on the Internet to access and share  information.  Businesses
utilize the Internet to market and sell their products and  streamline  business
operations.  The Internet's  growth creates market  opportunities  for companies
that connect people and  businesses to the Internet,  provide  applications  for
these  users  or  distribute   content  over  the   Internet.   The  market  for
internet-based  software is increasing as businesses and consumers  increasingly
rely on the Internet as a communications and transactional  medium.  Further, as
small business and home based industries continue to grow, the need for multiple
tasking software packages and applications becomes increasingly important to the
success of those companies.

         Coaching  Institute  provides personal  development  coaching services.
Personal development coaching is a new and evolving training methodology that is
growing in  popularity  and is commonly  referred to as  "coaching. "Coaching is
primarily  an  after  seminar   service  where  an  individual  is  assisted  in
implementing  information learned at the seminar.  Normally the coach telephones
the  customer  at  designated  times,  such  as once a week.  During  the  phone
conference the coach will answer questions,  help the customer set goals, assess
the customer's  progress in implementing  the principles  taught at the seminar.
The coaching relationship will commonly continue for 8 to 12 weeks. Coaching may
also be used by purchasers  of products,  such as durable  office  equipment and
software to assist the purchaser in effectively  implementing  the equipment and
software in their business  operations.  Coaching  supports a variety of topics.
Such as:

     o        Sales;
     o        sales management;
     o        personal development;
     o        professional speaking;
     o        network marketing;
     o        anxiety and stress management;
     o        business growth and development;
     o        real estate sales;
     o        real estate investment; and
     o        areas where personal change would be a benefit

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     o        areas where use of new products is to be implemented

         Coaching is used as a format of employee  training for major businesses
including  Fortune  500  Companies  such as  Ameritech,  Merrill  Lynch,  Amoco,
Northwestern  Mutual  Life and  Arthur  Anderson.  We do not  currently  provide
coaching  services  to any of these  companies.  Many  members  of the  National
Speakers Association,  as well as such notables as Zig Ziglar, Ron LeGrand, A.D.
Kessler,  Roger Butcher,  Denis Waitley,  Tom Hopkins,  Brian Tracy, Peter Lowe,
Stephen R. Covey,  Les Brown,  and Omar Periu have personal  coaching  programs.
Many more National Speakers  Association  members are coaches themselves as well
as  professional  speakers.  We do not have a  relationship  with  the  National
Speakers  Association,  but we do have relationships with many of its members. A
list of  vendors  with  whom we have  relationships  is  listed  in the  section
entitled "customers."

Competition in the Market

         Competition in the software market has increased dramatically in recent
years.  Software  products are sold through mail,  seminars,  over the Internet,
through telemarketing and retail.  Software is also given away as a promotion to
sell  other  software   programs.   Warever  faces   competition  from  software
manufacturers  that are  positioned to capture the small and home based business
markets in a variety of industries  ranging from real estate and insurance sales
to multilevel  marketing.  Hundreds of companies including Act, Goldmine and Top
Producer develop software products.

         Our software is tailored to a fairly narrow  market.  We have attempted
to direct product sales and product  development  toward  businesses in specific
industries,  such as real  estate.  Our market  position  is turning  toward the
Powerbase series which, like our software Action Plus, will consist of functions
that can assist in the primary  components of a company's day to day  operations
such as data-base  maintenance,  marketing using the database,  time management,
word  processing,  and  accounting.  However,  Powerbase  has not yet been fully
tested or released and there can be no assurances as to its success.

         Coaching  Institute  faces  competition  from other  business  offering
coaching  services such as Franklin Covey Coaching,  and dozens of new companies
which are being  formed  around the  country.  Coaching is a form of  self-help,
which has traditionally been provided in books, tapes,  seminars,  and speakers.
Competition  in the  coaching  industry is  difficult  to assess  because of the
infancy of the industry. The apparent trend is for self-help providers,  such as
public  speakers,  motivators  and organizers to expand or modify their services
into the area of  coaching.  A common  method of  competition  is for  self-help
providers to use their  existing  sales and customer  contacts to sell  coaching
services.  Well  known  self-help  providers  have  an  advantage  due to  their
familiarity to customers and potential  outside  vendors.  The competition  from
self-help providers is intense.

         We are attempting to gain notoriety and to establish relationships with
outside  vendors.  We do not  have a  large  market  share.  We  currently  have
relationships with about a dozen_outside vendors. However, there is no assurance
that we will be able to gain  notoriety  or  continue to  establish  or maintain
relationships with outside vendors.

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General Operations

         Warever  must adjust to the changing  nature of the software  industry.
There is a shift to more industry  specific  software  applications.  Warever is
attempting to tailor  software  programs to cover all of a small business' needs
for certain particular industries.  For example,  Powerhouse, a software program
currently  under  development  for real estate  agents and brokers,  has contact
management,  calendaring,  property  management,   presentations,  and  internet
marketing.  Currently, we are not aware of other software programs that have all
of these  functions.  A real estate agent would need to purchase three different
software packages to achieve the same function provided by Powerhouse.  Further,
Warever  Corporation will continue to add functions to Powerhouse and its sister
program,  Powerbase, such as, full accounting,  financial analysis, IRS reports,
and networking.  We intend to distribute our products through relationships with
SDI LeGrand, RE Marketing,  and others.  Currently, we have oral agreements with
SDI  Marketing  and RE  Marketing  to sell  Powerbase  and its  sister  software
programs,  however we have no formal written agreements. We anticipate that they
will be paid 30% from the  proceeds  of sales that they  refer to us.  They will
likely be paid  approximately 50% for sales of our software that they completely
facilitate.  We anticipate  written  agreements  with SDI and RE Marketing  this
year.  We  anticipate  relationships  with  other  entities  that  can  sell  or
facilitate  sales of our  software.  We do not  anticipate  contracts  that will
require  minimum sales by our outside  vendors.  The  companies  provide us with
attendance rosters from their seminars.  In return, when we sell products to the
rostered  attendees,  we give them a percentage of the  revenues.  In some cases
these companies will sell our software  directly and be paid a percentage of the
revenues.  These  companies  are not bound to  provide us with names or sell our
products and there is no assurance that these companies will produce for us.

         Coaching  Institute  must have a flow of clients  because each coaching
arrangement  usually  lasts only 8-12 weeks.  We are actively  seeking  referral
relationships  with  professional  speakers  and  seminar  companies.   Coaching
Institute  attends the National  Speakers  Association  convention  on an annual
basis for the purpose of acquiring new speakers,  and increase the visibility of
Coaching Institute in the speaking and seminar community.  We have also begun to
expand into coaching  purchasers of complex products,  such as office equipment.
We have  formed a  relationship  with  Automation  Quest for us to assist  their
customers  with  implementing  newly  purchased  products.  We have no contracts
binding  anyone to provide us with coaching  leads or to sell our services.  Our
agreements focus on outside  vendors'  compensation for referrals and sales, but
do not create binding  assurances  that such vendors will perform on our behalf.
Coaching  Institute  is  actively  recruiting  and  training  coaches  and sales
professionals.  Our management  believes that quality coaching personnel are key
to  the  competitiveness  of a  coaching  services  provider,  because  Coaching
consumers  will be unwilling to recommend  or purchase  coaching  services  from
coaches with substandard interpersonal and coaching skills.

Sales and Marketing

         Warever has a three tiered sales strategy.

         o        Direct  sales to end users and  corporate  clients  through an
                  internal sales force.

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         o        Arrangements with outside vendors to sell our software
         o        Sales through regional distributors.

         Warever  utilizes outside vendors as our main marketing  strategy.  For
example,  American  Greetings has licensed a customized  version of our software
called "Pocket-it" Software.  Pocket-it Software is a product designed to be the
electronic  companion  to a  paper-based  planner  called  Pocket-it  for  which
American  Greetings has acquired retail  distribution  rights. The software will
print  schedules,  notes,  and  lists  onto the  patented  Pocket-it  paper  for
insertion into the planner.  We delivered the software  source codes to American
Greetings which is solely responsible for replication of the software, including
all  associated  costs.  In return for  developing  the  software,  Warever will
receive  a $5.00  royalty  per  unit  sold by  American  Greetings.  We have not
received any royalties  from the sales of  "Pocket-it",  nor are we aware of any
sales of the software. Warever currently has two regional distributors,  both of
whom  work on  straight  commission.  Their  sales  are a minor  portion  of our
software sales.

         Coaching  Institute's  sales  are  conducted  in two ways.  Similar  to
Warever's  software,  Coaching  Institute's  sales are  primarily  made  through
follow-up  telephone calls to individuals who have attended a seminar held by an
organization  with which we have sales  agreements.  Our agreements with outside
vendors both for the sale of our  software and coaching  services do not require
outside vendors to sell our products and services.  The  arrangements  set out a
percentage  of the revenue  for the sale of the product or service  that will be
given to the outside vendor as compensation  for selling the product or service.
Secondly,  sales  are  made  directly  by  our  outside  vendors  in  a  seminar
environment. The outside vendor can pitch our software during a presentation and
have a table set up in the seminar room from which our software is sold.

         Coaching  Institute's  coaching services are marketed primarily through
direct  mail  followed  by an  outbound  telephone  campaign  to the direct mail
recipients.  Outside vendor seminars are the source of the names,  numbers,  and
addresses in our direct mailing and outbound telephone campaigns.  We intend for
marketing and sales  responsibilities  to be  increasingly  performed by outside
vendors.  One of our outside  vendors,  Automation  Quest,  for  example,  sells
technology   packages  to  real  estate  agents.  The  packages  include  office
technology  items  useful  to real  estate  agents,  such as a laptop  computer,
digital camera,  web site, and software.  Our coaching services are also sold by
Automation  Quest  as part of these  technology  packages.  Automation  Quest is
compensated for selling our coaching  services by payment of approximately  half
of the sale price. The total price of Automation  Quest's  technology package is
about  $6,500.  Automation  Quest sales  account for  several  hundred  coaching
programs annually.  In addition to outside vendors,  Coaching Institute plans to
utilize  print  media and radio and other  traditional  forms of  marketing  and
advertising in the future.

Customers

         Warever's  relationship  with outside vendors allows mutual profit from
the sale of our products and services to -the  outside  vendor's  clients.  This
relationship is beneficial because of the outside vendor's distribution channels
and their ability to set up a table and sell  products at seminars.  Warever has
similar sales relationships with network marketing companies such as:

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<PAGE>

         SDI / LeGrand
         RE Marketing
         American Greetings

         Over  the  past  several  years,   Warever   Corporation  has  sold  to
approximately  30,000  individuals  and  businesses,   ranging  from  home-based
businesses to Fortune 1000 companies. Our customers have included:

Radisson Hotels International               Franklin Quest Corporation
Bank of New York                            Blue Cross/Blue Shield
United Technologies (Carrier)               Bank One
Nu Skin International                       Canadian Government
Fruit of the Loom                           American Home Business Assoc.
Zions Bank                                  Paragon Trade Brands
California Steel                            SKF
Library of Congress                         Imall

         Coaching  Institute  has sales  arrangements  with well known people or
organizations  that have  distribution  channels or that speak in front of large
audiences,  such as, motivational speakers,  sales trainers,  seminar companies,
and network marketing organizations.  These people and organizations that act as
outside  vendors  are not bound to sell our  products or  services.  Pursuant to
written  agreement  filed as  Exhibits  10.4,  10.5 and 10.6,  these  people and
organizations are paid a pre-designated  percentage of sales that they generate.
However,  there is no assurance  that they will  continue to sell our  products.
Currently we have sales arrangements with:

Omar Periu                                  A.D. Kessler
RE Marketing                                Automation Quest
Complete Cyber Solutions                    SDI Ron LeGrand Publishing
Rory Aplanalp                               Skin Secrets
Xtax - Jim Burton

         Automation  Quest  is the  source  of 67%  of our  coaching  customers.
SDI/LeGrand is responsible  for 23%, and RE Marketing is the source of 7% or our
coaching customers. The remaining outside vendors supply only 3% of our coaching
customers.  A reduction  in sales  generated  by  Automation  Quest would have a
detrimental impact on our coaching sales. Products and Services

         Warever has several products currently available.

         o        Action  Plus  ($395.00)  - The  flagship  product  of  Warever
                  Corporation,   is  a  database  program  for  businesses  that
                  includes a time manager,  word processor and sales module that
                  creates sales invoices,  tracks inventory and performs certain
                  accounting  functions.  Action Plus has  received  recognition
                  from PC Computing Magazine and Portable Computing Magazine.

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<PAGE>

         o        Legion ($29.00)- An internet product specifically  designed to
                  increase the speed of your internet connection (up to a factor
                  of 10). It essentially bypasses all intermediary  connections,
                  taking you directly to the URL of the site you specify.

         o        Powerbase  Financial  Advisor  ($99.00)-  This program  tracks
                  personal financial information, including assets, liabilities,
                  and net  worth.  It also  tracks  cash flow and  debt,  giving
                  different methods of debt reduction. Financial calculators are
                  included.

         o        Idea  Bank  ($99.00)-  This  multimedia  product  is ideal for
                  motivation speakers and other professional speakers,  trainers
                  or anyone who needs to reference  large  amounts of text data.
                  Idea Bank  stores,  sorts and  facilitates  the  retrieval  of
                  information such as quotes and anecdotes.  Users can listen to
                  audio or watch video presentations of the speaker.

         We have  sold  approximately  30,000  units of Action  Plus.  Our other
software  programs have been used as incentives,  promotions and give aways, and
direct  revenues from these  programs have been minute as we have sold less than
100 total units.  Sales of Action Plus have  decreased  in recent years  leaving
Warever with dramatically reduced revenues. We hope to revive our software sales
with the release of Powerbase and its sister programs.

         Warever has several products currently in production:

         o        Powerbase - In January 2000, we plan to release  Powerbase,  a
                  brand-new   32-bit,   internet-enabled   business   automation
                  product.  Powerbase  allows those that market  products on the
                  internet to download  customer  inquiries  directly into their
                  marketing  database  for  follow-up.  Powerbase  includes  the
                  following:

                    o     powerful, customizable database
                    o     enterprise-wide time management and scheduling system
                    o     full-featured word  processor  with  high-end graphics
                          capabilities
                    o     Excel(R) compatible spreadsheet for financial analysis
                    o     Customizable  label/envelope  and  forms generator for
                          marketing activities
                    o     Integrated e-mail  client with "e-merge"  capabilities
                          for internet marketing

After  Powerbase is released,  we intend to commence  development of upgrades of
Powerbase,  for release in the future that will  include  some of the  following
features:

                    o     networking capability
                    o     full accounting (see Powerbase Accounting below)
                    o     sales action plans and forecasting


         o  Powerhouse  (under  development)  - Is a software  program  for real
estate  agents and Brokers that has contact  management,  calendaring,  property
management,  presentations  and internet  marketing  functions.  Powerhouse is a
sister program to Powerbase.

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<PAGE>

         o Action Accounting (under development) - Powerbase Accounting, coupled
with the Powerbase base modules, is for small to medium-sized businesses. Action
Accounting  includes such  standardized  accounting  modules as general  ledger,
accounts  payable,  accounts  receivable,  inventory,  and  sales.  It will also
directly  integrate  with the internet  for order  placement,  fulfillment,  and
customer interaction.

         o Powerbase  Dashboard (under development) - This product gives company
CEOs,  presidents and department  heads an immediate and real-time view into the
operations of their business  through graphs and charts,  alerting them to areas
of concern within each department at a moment's notice,  whether it be in sales,
accounting, fulfillment, customer service, or web integration.

Coaching Institute provides the following services:

         o  Personal   Coaching  -  Personal  Coaching  is  conducted  over  the
telephone,  offering the client the greatest  opportunity  to utilize  their own
environment  to make  needed  changes.  Sessions  last one half hour each over a
period of 8-12 weeks with up to a year of follow up.

         o  Telesales  - Coaching  Institute  is equipped  with  advanced  phone
systems and provides telesales services to our outside vendors.

         o Data Base Management - Utilizing some of Warever  Corporation's  core
technologies,  Coaching Institute is able to manage outside vendor databases. We
use our  software  and  knowledge  to  operate  and  organize  Omar Periu and RE
Marketing's customer databases. We benefit because they provide us with names in
the database to whom we market our coaching services. Database management is not
currently a source of direct revenues for Warever.

         o Seminar  Management - Seminars  allow  Coaching  Institute to control
lead flow from start to finish as well as provide needed  structure to beginning
speakers and fledgling  organizations such as Xtax run by our outside vendor Jim
Burton.

Intellectual Property and Proprietary Rights

         We rely on a combination of copyright,  trade secret, and trademark law
to protect our  technology,  although we believe that other  factors such as the
technological  and creative skills of our personnel,  new product  developments,
frequent  product and feature  enhancements,  and reliable  product  support and
maintenance are more essential to maintaining a technology  leadership position.
We currently do not have any patents issued or pending.

         We generally enter into  confidentiality  and nondisclosure  agreements
with our employees, consultants, prospective customers, licensees, and corporate
partners.  In addition,  we control access to and  distribution of our software,
coaching programs, documentation, and other proprietary information. Despite our
efforts  to  protect  our   intellectual   property  and   proprietary   rights,
unauthorized  parties  may  attempt  to copy  or  otherwise  obtain  and use our
products or  technology.  Effectively  policing  the  unauthorized  use of their
products is  time-consuming  and

                                       11
<PAGE>

costly,  and there  can be no  assurance  that the  steps we take  will  prevent
misappropriation of our technology.

         We  attempt  to avoid  infringing  known  proprietary  rights  of third
parties in our product development efforts. However, we do not regularly conduct
comprehensive  patent  searches to determine  whether the technology used in our
products  infringes  on patents  held by third  parties.  There are many  issued
patents  as well as  patent  applications  in the  electronic  messaging  field.
Because  patent  applications  in the United  States are not publicly  disclosed
until the patent is issued, applications may have been filed which relate to our
software  products.  If we  were to  discover  that  our  products  violated  or
potentially  violated third party  proprietary  rights,  we might not be able to
obtain  licenses  to  continue  offering  those  products  without   substantial
reengineering.  Any  reengineering  effort may not be successful,  nor can we be
certain that any licenses would be available on commercially reasonable terms.

         Substantial litigation regarding intellectual property rights exists in
the  software  industry,  and  it is  expected  that  software  products  may be
increasingly  subject  to  third-party  infringement  claims  as the  number  of
competitors  in the industry  segments grows and the  functionality  of software
products in different industry segments overlaps.  Any third-party  infringement
claims could be time-consuming to defend,  result in costly  litigation,  divert
management's  attention  and  resources,  cause  product and  service  delays or
require  us to enter  into  royalty  or  licensing  agreements.  Any  royalty or
licensing  arrangements,  if required, may not be available on acceptable terms,
if at all. A  successful  claim of  infringement  against us and our  failure or
inability to license the infringed or similar  technology  could have a material
adverse effect on our business, financial condition, and results of operations.

         We may find defects in our sales automation and internet-based software
that may require us to incur substantial product liability costs and significant
redesign  costs.  Warever  Corporation's  product types often contain  errors or
defects, particularly when first introduced or when new versions or enhancements
are released.  Defects or errors in Warever Corporation's  products could result
in a loss of  customers,  reduced  revenues  and  higher  sales  automation  and
internet-based  software  development  costs,  which  would  seriously  harm our
business.

Acquisitions

         We may seek to expand  through  acquisitions  which  are not  currently
identified  and which  therefore  may entail  risks which cannot be evaluated at
this time.  We may seek to expand  our  operations  by  acquiring  companies  in
businesses that we believe will complement or enhance our business, particularly
in the seminar or internet-related industries. We cannot be assured that we will
be able  to  ultimately  effect  any  acquisition,  successfully  integrate  any
acquired  business  in our  operations  or  otherwise  successfully  expand  our
operations. We have not established any minimum criteria for any acquisition and
our  management  may have complete  discretion in  determining  the terms of any
acquisition.

Supplies

                                       12
<PAGE>

         The principal  materials and components  used in our software  products
include computer media,  including disks and CD-ROMs, and user manuals. For each
product, we prepare a master software disk or CD-ROM, user manuals, which may be
in printed form or distributed on a CD-ROM, and packaging.  Substantially all of
our disk and CD-ROM duplication is performed by third-party vendors, using disks
and blank CD-ROMs acquired from various  sources.  Outside sources print Warever
Corporation's packaging and related materials to its specifications. Portions of
the completed  packages are assembled by third-party  vendors.  To date, Warever
Corporation  has not  experienced  any  material  difficulties  or delays in the
manufacture  and assembly of its  products,  or material  returns due to product
defects.  We do not have any contracts  with our  suppliers.  We believe that we
could  replace our current  suppliers  without  great  expense,  although such a
replacement  may slow down our  operation  and  negatively  impact our  profits.
Software is not a raw materials  intensive product.  The floppy disks,  computer
disks, and paper for manuals that we produce could be purchased from a number of
suppliers.

R&D

         We spent  $39,433  in 1998 on  salaries  for our  software  development
personnel.  In 1999, we spent $76, 348 on salaries for personnel and independent
contractors  involved in the  development  of our software.  These costs are not
directly borne by our customers.

Employees

         We currently  have a total of twenty-six  full time  employees,  ten of
whom are in our sales department,  six are coaches, four are programmers and six
are in administration. We do not have employment contracts that guarantee a term
or salary or grant  stock  options.  We  estimate  our  number of  employees  to
increase  to about  sixty-five  by the end of 2000.  We cannot be certain of the
number of  employees  that we will have by this years end,  but the increase may
resemble the following:

         Warever 1Q        Warever 2Q         Warever 3Q         Warever 4Q
         -----------------------------------------------------------------------
         Admin:       2    Admin:   3        Admin:      3        Admin:      3
         Programming: 3    Program: 4        Program:    5        Program:    6
         Sales:       2    Sales:   4        Sales:      6        Sales:      7
         Support:     2    Support: 3        Support:    3        Support:    4
         Total:       9            14                   17                   20

         Coaching 1Q       Coaching 2Q        Coaching 3Q         Coaching 4Q
         -----------------------------------------------------------------------
         Officers:    3    Officers:   3     Officers:   3        Officers:   3
         Admin Mgmt:  4    Admin Mgmt: 5     Admin Mgmt: 5        Admin Mgmt: 5
         Coaches:     8    Coaches:   10     Coaches:   12        Coaches:   15
         Sales:      12    Sales:     15     Sales:     18        Sales:     20
         Support:     1    Support:    2     Support:    2        Support:    2
         Total:      28               35                40                   45
         -----------------------------------------------------------------------
         LSI Total:  37               49                57                   65

                                       13
<PAGE>

Offices

         We operate  from an office  building  in a business  park where we have
leased and occupy  approximately  3,100  square feet of usable  office space and
1,100 square feet of warehouse space. We own thirty  computers,  fax, phones and
copiers,  printers,  typewriters,  desks, a conference table, cabinets and other
general office equipment.  The monthly rental/lease rate is approximately $4,000
per month. We believe that as we expand the business,  and cultivate  additional
relationships  with  outside  vendors,  we will need to relocate  our  executive
offices to a nearby location or expand into our connected  warehouse space which
is currently part of our lease.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

         The following  discussion  and analysis  should be read in  conjunction
with LSI  Communications'  Financial  Statements and the Notes thereto  included
elsewhere in this Registration  Form. The results of operations prior to July 1,
1999 are solely based on the  operations of Warever.  The discussion of results,
causes and trends  should not be  construed  to imply any  conclusion  that such
results or trends will necessarily  continue in the future.  For purposes of the
following discussion,  our results for the nine months ended September 30, 1998,
as reflected in our unaudited  financial  statements  for the period then ended,
have been compared with our unaudited, interim results for the nine months ended
September 30, 1999.

Liquidity

         LSI's  liquidity  and capital  resources  as of December  31, 1998 were
$24,418, and as of September 30, 1999 were $12,320.  LSI's current assets exceed
current  liabilities.  Neither  Warever nor Coaching  Institute has  significant
payables balances outstanding.

         Coaching  Institute's  debt  payments  and  liabilities  due in next 12
months arise from three  outstanding  promissory  notes issued to Lona Hendricks
involving  principal loans totaling  $190,000,  with a total balance of 163,000.
Interest and principal due on these notes in the next twelve months is $145,400.
Warever's  debt  payments and  liabilities  due in next 12 months arise from one
outstanding  promissory  note  issued  to Utah  Technology  Finance  Corporation
involving principal loans totaling $102,000,  with a balance as of September 30,
1999 of 37000 and interest and  principal  due on these notes in the next twelve
months of $21,418.  Sale of Karl Malone project in October 1999 netted  $378,000
in cash,  $226,800  of which is still due to Coaching  Institute  as of February
2000. If necessary,  this source of cash will be utilized to pay off the current
portion of our debts.

         We had negative cash flow from operations in 1999, due in large part to
investment  in Karl  Malone  Fitness  video,  which has now been  sold,  and the
expansion of Coaching Institute.

                                       14
<PAGE>

We had no material investments in 1999 with the exception of upgrading telephone
system in October 1999 which cost $18,000.

         We do not have any financing  transactions  pending. We plan to explore
financing  alternatives  during  the first  quarter  of 2000 to fund  additional
growth,  but do not believe that  additional  outside funding to be necessary in
the next  year for the  continuation  of our  business.  Coaching  Institute  is
self-funding through profits generated.  Warever's potential cash demands may be
available from Coaching Institute's surpluses. There is a seasonal impact on our
sales.  Generally,  the  slower  months  are  during  the  Summer and during the
Christmas Holiday season.

         We issued  stock on February  1, 2000 in order to  purchase  the 15% of
Warever not yet owned by LSI. We also intend to purchase  the  remaining  15% of
Coaching Institute by issuance of stock in the first quarter of 2001.

Results of Operations - Nine month Periods Ended September 30, 1998 and 1999

         The results of operations for the nine month period ended September 30,
1999 contain financial  information for Coaching  Institute from the time of its
acquisition on June 21, 1999.

         Sales Revenues

         Sale  revenues  for the nine  months  ended  September  30,  1999  were
$200,826,  a decrease of  $194,675,  or 49.2% from  $395,501 for the nine months
ended  September  30, 1998.  This is due to the fact that our limited  resources
were spent on developing new software  programs  rather than marketing and sales
efforts  that may  have  increased  sales.  Sales of our  existing  software  is
decreasing  as the  products  enter the  declining  phase of their  product life
cycle. Action plus was our only source of meaningful income from software sales.
The  majority  of  consumers  that are  within  reach of our  current  marketing
strategy have either  purchased the software or never will.  This downward sales
trend caused us to focus on development of new software.  Management anticipates
that  future  sales will be  dependent  upon our  introduction  of new  software
products  with long life  cycles and our  ability to sell  software  through our
outside vendors.

         The nature of the sales  revenues  discussed  herein will change due to
the acquisition of Coaching Institute. We intend for coaching services performed
by Coaching Institute to expand and stabilize our revenue base.

         Cost of Sales

         Cost of sales  increased  by $2,720,  or 279.8%,  to $3,692 in the 1999
nine-month period from $972 in the 1998 nine-month period.  Cost of sales is not
a significant  percentage of our software sales as the bulk of the sale price is
derived from its intellectual property value. The addition of Coaching Institute
caused the  increase in our cost of sales and will  likely  continue to increase
our  cost  of  sales  because  our  overall  revenues  should  increase  and the
proportional  cost of  delivering  Coaching  Institute  services is greater than
software costs. Cost of goods sold as a percentage of revenues increased to 1.8%
in the 1999 period from 0.25% in the 1998 period.

         Selling, General and Administrative Expenses

                                       15
<PAGE>

         Selling,  general and administrative expenses increased by $228,478, or
37.9%,  to $602,470  in the 1999  nine-month  period  from  $373,992 in the 1998
nine-month period. This increase is primarily due to three factors.  The primary
reason is the  acquisition  of Coaching  Institute in 1999. We now have Selling,
General and  Administrative  expenses for two subsidiaries where we only had one
in 1998. Increased expenses resulting from the acquisition of Coaching Institute
will continue indefinitely.  Another ongoing cause of increased Selling, General
and Administrative  Expenses is amortization of our goodwill,  which was $40,926
in the 1999 nine-month period. The final cause of increased Selling, General and
Administrative  Expenses  for  the  1999  nine-month  period  was  approximately
$135,000 related to the consulting  agreements with Noble House of Boston,  Inc.
and National  Capital.  Noble House agreed to act as a liaison between potential
investors and underwriters.  Our management  believes that Noble House no longer
provides any services and that we are not bound to pay additional  consideration
under  our  contract.  Our  agreement  with  National  Capital  was  related  to
registration of our common stock.  Our obligations to National Capital have been
satisfied.

         Depreciation

         Depreciation  increased by $32,757, or 1,401.0%, to $40,926 in the 1999
nine-month  period from $8,169 in the 1998 nine-month  period.  This increase is
primarily due to the amortization of goodwill.

         Interest Expense

         Interest expense  decreased by $4,481,  or 54.6%, to $3,723 in the 1999
nine-month  period from $8,204 in the 1998 nine-month  period.  The decrease was
primarily  due to a  decrease  in our  debt  with the  Utah  Technology  Finance
Corporation.

         Net Loss

         Our net income for the 1999 nine-month period decreased by $424,179, or
254%, to a net loss of ($407,483) in the 1999 nine-month  period from net income
of $16,696 in the 1998 period. This decrease is primarily due to decreased gross
revenues due to the declining state of our software programs' product life-cycle
and the increase in general and administrative expenses as discussed above.

Results of Operations - Twelve Month Periods Ending December 1997 and 1998

         Sales Revenues

         Sales revenues for 1998 were $414,009 a decrease of $150,436, or 26.6%,
from  revenues of  $564,445  for 1997.  This  decrease  is  attributable  to the
declining  stage of our  software  programs  in their  product  life  cycle.  We
responded to our decreasing  revenues by developing new software in 1999. During
1999 we had two full-time in house programmers and one outside developer writing
and developing Powerbase and Powerhouse,  our next generation software programs.
Our 1999 fourth  quarter sales revenues  should  reflect a continuation  of this

                                       16
<PAGE>

downward  trend. We anticipate our software sales to increase due to the release
and sale of  Powerbase  in  early  2000.  We are not  aware  of any  reviews  of
Powerbase by any publication.  We believe demand exists for Powerbase,  however.
we have not conducted any market studies and are relying on the judgement of our
management.  We also have no assurances that the public will have an interest in
Powerbase or that any units will be sold. We do not have any commitments for the
purchase of Powerbase.

         Cost of Sales

         Cost of sales decreased by $36,485,  or 2,690%,  to $1,356 in 1998 from
$37,841  in  1997.  In  addition,  cost of  sales as a  percentage  of  revenues
decreased to .032% in 1998 from 6.7% in 1997. The cost of sales decrease was due
to a decrease in overall sales during this period.

         Selling, General and Administrative Expenses

         Selling,  general and administrative  expenses decreased by $56,542, or
23.2%, to $243,257 in 1998 from $299,799 in 1997. This decrease is primarily due
to lack of cash flow  resulting  from low sales  volume.  Much of the  decreased
expenses were due to a reduction in salary  expenses due to the  termination  of
some employees and Steve Carlson and Craig Hendricks receiving reduced salaries.

         Depreciation

         Depreciation decreased in 1998, by $4,437, or 43.4%, to $10,209 in 1998
from $14,646 in 1997.

         Net Loss

         The net loss for 1998 was  ($17,999)  which  represented  a decrease of
$23,904 or 57%,  as  compared  to the net loss of  ($41,903)  for 1997.  We have
operated  at  a  loss  over  the  last  two  years  as  a  result  of  corporate
restructuring,   declining  stage  software  producers  and  allocation  of  our
resources toward new software development.  We anticipate profitability in 2000,
but  profits  will turn on market  acceptance  of our new  software,  the timely
release of our new software, and continued demand for our coaching services. The
year 1999 was a development period for our software operations. There is a trend
of product  price  decreases  in the  software  industry.  There is also a trend
toward business internet usage. We seek to develop and market software,  such as
Powerbase, that has applications related to business on the internet.  Powerbase
will be  released  in the  first  quarter  of 2000 and we  believe  that it will
increase our revenues.

                             DESCRIPTION OF PROPERTY

         Our corporate  headquarters are located in Draper, Utah where we have a
lease for approximately  3,100 square feet of office space and 1,100 square feet
of warehouse space in a typical  business park. We believe that as we expand the
business,  we will need to lease additional space or add to the currently leased
square footage.  We believe that suitable additional or substitute space will be
available on commercially reasonable terms.

                                       17
<PAGE>

                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

                              OWNERS AND MANAGEMENT

         The  following  table sets forth,  as of the date of this  registration
statement,  the  aggregate  number of shares of common  stock owned of record or
beneficially  by each  person  who  owned  of  record,  or is known by us to own
beneficially,  more than 5% of our common  stock,  and the name and  holdings of
each officer and director and all officers and directors as a group:
<TABLE>
<CAPTION>
- - -------------------- ------------------------------------------- -------------------------------- ---------------------
Title of Class                        Name and                             Amount and             Percent of Class
                            Address of Beneficial Owner          Nature Beneficial Owner
- - -------------------- ------------------------------------------- -------------------------------- ---------------------
                     Officers and Directors:

<S>                  <C>                                              <C>                              <C>
   Common Stock      Craig R. Hendricks                                2,894,604                        26.1%
                     112 W. Business Park Drive
                     Draper, Utah 84020

   Common Stock      Steven E. Carlson                                 2,894,604                        26.1%
                     112 W. Business Park Drive
                     Draper, Utah 84020

                     5% Shareholders:

   Common Stock      Lona Hendricks                                    1,186,340                       10.7%
                     4103 205th Ave. S.E.
                     Issaquah, WA 98029
- - -------------------- ------------------------------------------- -------------------------------- ---------------------
</TABLE>

         The  following  table sets forth,  as of the date of this  registration
statement,  the aggregate number of shares of common stock warrants held by each
person who owned of record, or is known by us to own beneficially,  more than 5%
of our common stock, and the name and holdings of each officer and director.
<TABLE>
<CAPTION>
- - ----------------------------- ---------------------------------- ---------------------------- --------------------------
 Name of Warrant Holder        Title and Amount of Securities     Exercise Price               Date of Exercise
                               Called for by Warrants
- - ----------------------------- ---------------------------------- ---------------------------- --------------------------
<S>                            <C>                                <C>                          <C>
 Craig R. Hendricks            869,318 shares of common stock.    .0073 shares of Coaching     For a period of 60 days
 112 W. Business Park Drive                                       Institute, Inc stock per     after January 1, 2001.
 Draper, Utah 84020                                               share.

                                       18
<PAGE>


 Steven E. Carlson             869,318 shares of common stock.   .0073 shares of Coaching      For a period of 60 days
 112 W. Business Park Drive                                      Institute, Inc stock per      after January 1, 2001.
 Draper, Utah 84020                                              share.


 Lona Hendricks                143,182 shares of common stock.   .0073 shares of Coaching      For a period of 60 days
 4103 205th Ave. S.E.                                            Institute, Inc stock per      after January 1, 2001.
 Issaquah, WA 98029                                              share.
- - ----------------------------- ---------------------------------- ---------------------------- --------------------------
</TABLE>

                          DIRECTORS, EXECUTIVE OFFICERS
                          PROMOTERS AND CONTROL PERSONS

Officers and Directors

         The following table sets forth the names,  age, and position of each of
our directors and executive officers.

            Name             Age              Position and Office Held
            ----             ---              ------------------------
    Craig R. Hendricks       33             President, Chief Executive Officer
                                            Chief Accounting Officer,
                                            Chief Financial Officer, Director

    Steven E. Carlson        30             Vice President, Director

         Each of the  above  individuals  became  an  officer  and  director  in
connection with our  re-organization  on December 8, 1998. The term of office of
each officer and director is until his successor is elected and qualified.

Biographical Information

         Set  forth  below is  biographical  information  for each  officer  and
director. No person other than officers and directors will currently perform any
of our management functions.

                                       19
<PAGE>

         Craig R. Hendricks

         Mr. Craig R. Hendricks has been with Warever Corporation since 1992. In
1993,  he  orchestrated  and led the  buyout  of  Warever  Corporation  from its
founding  owners.  Prior to joining Warever  Corporation in 1992, Mr.  Hendricks
began  his  career  at  WordPerfect  Corporation.  He served on the Board of CMS
Casuals,  Inc.,  a  manufacturing  company  based in Bellevue,  Washington  with
approximately 40 employees,  which was sold to a group of Microsoft employees in
1990. He received a Bachelor of Science in  accounting  and a Master of Business
Administration Degree, graduating with distinction from Brigham Young University
in 1992.

         Steven E. Carlson

         Mr. Steven E. Carlson helped create  Warever  Corporation as one of the
original founders while attending the University of Utah. Mr. Carlson has been a
member  of the  board  of  directors  since  Warever's  inception  and the  vice
president of sales and marketing  since 1995.  Mr.  Carlson has been involved in
the productivity and sales automation  industries since the late 1980's. For the
past five years,  Mr.  Carlson has focused on day to day  operations  related to
Warever's  software  sales and on-site  implementation  of Warever's  automation
system software.

                             EXECUTIVE COMPENSATION

         We have no written employment  agreements with any officer or director.
The President and Vice  President do not have set  compensation  and defer their
compensation  from time to time.  Commencing  January 1, 2000, the President and
Vice President will be paid annual salaries of $100,000 each.

<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------------
                                                  SUMMARY COMPENSATION TABLE
- - -------------------------------------------------------------------------------------------------------------------------------
Name and Principal
Position (a)            Year
                        (b)                                                  Long-Term Compensation
- - ----------------------- -------- ------------------------------------------ ------------------------------------- -------------
                                    Annual Compensation                        Awards       Payouts
                                 ------------------------------------------ ------------ ------------------------ -------------
                                 Salary (c)    Bonus (d)       Other        Restricted   Securities   LTIP        All
                                                               Annual       Stock        Under-       Payouts     Other
                                                               Compen-      Award (f)    Lying         (h)        Compen-
                                                               sation (e)                Options/                 sation (i)
                                                                                         SARs (g)
- - ----------------------- -------- ------------- --------------- ------------ ------------ ------------ ----------- -------------
<S>                     <C>      <C>           <C>             <C>          <C>          <C>          <C>         <C>
Craig Hendricks         1998     $ 50,250      $0.0            $0.0         $0.0         0            $0.0        $0.0
Chairman, CEO,
President
- - ----------------------- -------- ------------- --------------- ------------ ------------ ------------ ----------- -------------
Steven Carlson          1998     $ 50,250      $0.0            $0.0         $0.0         0            $0.0        $0.0
Vice President
- - ----------------------- -------- ------------- --------------- ------------ ------------ ------------ ----------- -------------
</TABLE>

         There are no other  agreements  or  arrangements,  express or  implied,
between  us and any other  officer  or  director,  regarding  any other  form of
compensation,  including stock options, warrants,  employment incentives, or the
like.

         No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to our  management  during the year ended December
31, 1998, or the period ended September 30, 1999.

                                       20
<PAGE>

Compensation of Directors.

         There are no standard  arrangements pursuant to which our directors are
compensated for any services provided as a director.  No additional  amounts are
payable to our directors for committee participation or special assignments.

Employment  Contracts  and  Termination  of  Employment  and  Change in  Control
Arrangements.

         There are no employment contracts,  compensatory plans or arrangements,
including  payments to be received from us, with respect to any of our directors
or  executive  officers  which  would in any way result in  payments to any such
person  because of his or her  resignation,  retirement or other  termination of
employment  with us, any change in control of our  organization,  or a change in
the person's responsibilities following a change in control of our organization.

                              CERTAIN RELATIONSHIPS
                            AND RELATED TRANSACTIONS

Loan From 5% Stockholder

         The only transactions between members of management, nominees to become
a director or executive  officer,  5%  stockholders  or promoters  are with Lona
Hendricks,  owner of 10.7% of our outstanding common stock. Lona Hendricks is an
immediate family member of our President,  Craig Hendricks,  and has loaned us a
total of $190,000 in a series of three similar transactions. The loans and terms
are as follows:
<TABLE>
<CAPTION>
 -------------------- -------------------- -------------- -------------- ----------------------------------------------
 Date of Loan         Principal Amount     Interest Rate  Term           Payment Terms
 -------------------- -------------------- -------------- -------------- ----------------------------------------------
<S>                   <C>                  <C>            <C>           <C>
 April 1, 1999        $40,000              9.75%          3 years        Monthly payments of principal and interest
                                                                         amortized over 36 months
 -------------------- -------------------- -------------- -------------- ----------------------------------------------
 July 1, 1999         $50,000              9.75%          1 year         Monthly payments of interest only with
                                                                         balloon payment due on or before month 12.
 -------------------- -------------------- -------------- -------------- ----------------------------------------------
 August 1, 1999       $100,000             9.75%          1 year         Monthly payments of interest only with
                                                                         balloon payment due on or before month 12.
 -------------------- -------------------- -------------- -------------- ----------------------------------------------
</TABLE>

                            DESCRIPTION OF SECURITIES

General

         LSI  Communications  is authorized to issue 50,000,000 shares of common
stock,  par value  $0.01 per share,  of which  11,096,054  shares are issued and
outstanding. We have no preferred stock.

Common Stock

                                       21
<PAGE>

         Holders  of  common  stock are  entitled  to one vote per share on each
matter  submitted  to a vote at any  meeting of  stockholders.  Shares of common
stock do not  carry  cumulative  voting  rights  and,  therefore,  holders  of a
majority  of the  outstanding  shares of common  stock will be able to elect the
entire board of directors,  and, if they do so, minority  stockholders would not
be able to elect any members to the board of  directors.  Our board of directors
has authority,  without action by the stockholders,  to issue all or any portion
of the  authorized but unissued  shares of common stock,  which would reduce the
percentage  ownership of the stockholders and which may dilute the book value of
the common stock.

         Shareholders have no pre-emptive rights to acquire additional shares of
common  stock.  The common  stock is not  subject to  redemption  and carries no
subscription or conversion  rights.  In the event of liquidation,  the shares of
common  stock  are  entitled  to  share   equally  in  corporate   assets  after
satisfaction of all liabilities.

         Holders of common stock are entitled to receive  dividends as the board
of directors  may from time to time declare out of funds  legally  available for
the payment of dividends.  We have not paid dividends on common stock and do not
anticipate that we will pay dividends in the foreseeable future.

                                     PART II

                      MARKET PRICE OF AND DIVIDENDS ON THE
                         REGISTRANT'S COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS

Market Information.

         Our common  stock is quoted on the OTC Bulletin  Board of the NASD.  No
assurance  can be given that any  established  market for our common  stock will
develop or be maintained. For any market that develops for our common stock, the
sale of  "restricted  securities"  (common  stock)  pursuant  to Rule 144 of the
Securities and Exchange  Commission by members of management or any other person
to whom any such  securities  may be issued in the future may have a substantial
adverse  impact  on any such  public  market.  Information  about  the date when
current  holders'  holding  period of "restricted  securities"  commenced can be
found under the caption  "Recent Sales of  Unregistered  Securities."  A minimum
holding  period of one year is required for resales  under Rule 144,  along with
other pertinent provisions,  including publicly available information concerning
our operations.  Limitations on the volume of "restricted  securities" which can
be  sold  in  any  90  day  period;  the  requirement  of  unsolicited  broker's
transactions;  and the filing of a Notice of Sale on Form 144 will be  satisfied
by the  filing  and  effectiveness  of  this  Registration  Statement.  We  have
11,096,054  shares of common stock  outstanding  of which all but  4,768,700 are
freely  traded  or  can  be  currently  sold  under  Rule  144,  subject  to its
limitations.  There are  currently  outstanding  options to  purchase  2,420,205
shares of our common  stock.  The majority of these  options are held by our two
directors and will require issuance of new stock which will dilute the ownership
interest of our shareholders.

                                       22
<PAGE>

         Our common  stock can be defined as a "penny  stock"  pursuant  to Rule
3a51-1  under the  Securities  and  Exchange  Act of 1934 because our shares are
traded at a price less than $5 per share,  we do not yet meet certain  financial
size  and  volume  levels,  and our  shares  are not  registered  on a  national
securities  exchange or quoted on the NASDAQ system.  A "penny stock" is subject
to rules 15g-1 through 15g-10 of the Securities and Exchange  Commission.  Those
rules require securities  broker-dealers,  before effecting  transactions in any
"penny stock," to (a) deliver to the customer and obtain a written receipt for a
disclosure  document set forth in Rule 15g-10 (Rule 15g-2), (b) disclose certain
price  information  about the stock (Rule  15g-3),  (c)  disclose  the amount of
compensation  received  by the  broker-dealer  (Rule  15g-4) or any  "associated
person" of the broker-dealer  (Rule 15g-5),  and (d) send monthly  statements to
customers  with  market  and price  information  about the "penny  stock"  (Rule
15g-6). Our common stock could also become subject to Rule 15g-9, which requires
the  broker-dealer,   in  some  circumstances,  to  approve  the  "penny  stock"
purchaser's  account under certain  standards and deliver written  statements to
the  customer  with  information  specified  in the rules.  (Rule  15g-9)  These
requirements  discourage  broker-dealers  form effecting  transactions in "penny
stocks" and may limit the ability of our  shareholders to sell their shares into
any secondary market for our common stock.

         The following  quotations were provided by Dreyfus Brokerage  Services,
Inc. and  represent  historical  pricing of our common stock by quarter over the
past two years on the over the  counter  bulletin  board,  but do not  represent
actual transactions;  these quotations do not reflect dealer markups,  markdowns
or commissions.

Stock Quotations

                                   CLOSING BID

                  no trades

                  December 31, 1998         4 3/4             25/32

                  March 31, 1999            4 3/4             1 /78

                  June 30, 1999             3 5/16            1 3/8

                  September 30, 1999        1 7/8             7/8

                  December 31, 1999         1 3/4             7/16

Holders.

         The number of record  holders of our  securities as of the date of this
Registration Statement is approximately 125.

Dividends.

                                       23
<PAGE>

         We have not declared any cash  dividends with respect to our common and
do not  intend to  declare  dividends  in the  foreseeable  future.  Our  future
dividend  policy cannot be ascertained  with any certainty,  and if and until we
become  profitable,  no such  policy will be  formulated.  There are no material
restrictions limiting, or that are likely to limit, our ability to pay dividends
on our securities.

                                LEGAL PROCEEDINGS

         We are not a party to any pending legal  proceedings,  or  governmental
agency  proceedings,  and no such  action by or,  to the best of our  knowledge,
against us has been threatened.

                          CHANGES IN AND DISAGREEMENTS
                                WITH ACCOUNTANTS

         None.

                                 RECENT SALES OF
                             UNREGISTERED SECURITIES

Common Stock
<TABLE>
<CAPTION>
  --------------------------------------- ------------- ------------------ ---------------------------------------------
                   Name                       Date      Number of Shares             Aggregate Consideration
                                            Acquired
  --------------------------------------- ------------- ------------------ ---------------------------------------------
<S>                                       <C>           <C>               <C>
  Bismark Mining                          6/11/98              96,000      80,000 shares of Ferber stock.(1)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Steven E. Carlson                       12/8/98             999,330      85,000 shares of Warever, Inc. stock.(2)
  Steven E. Carlson                       6/28/99           1,062,500      36,125 shares of Coaching Institute
  Steven E. Carlson                       2/1/00              832,775      stock.(3)
                                                                           15,000 shares of Warever, Inc. stock.(9)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Chartlight Corp.                        12/2/98               10,000     $500 in 1998 private placement(4)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  DFT Consultants, LTD                    12/2/98             243,600      $121,800 in 1998 private placement(4)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Eastern Forest Resources, Inc.          12/2/98               20,000     $11,000 in 1998 private placement(4)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Helena Silver Mines, Inc.               6/11/98             132,000      110,000 shares of Ferber stock.(1)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Craig R. Hendricks                      12/8/96             999,330      85,000 shares of Warever, Inc. stock.(2)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Lona Hendricks                          12/8/98             551,640      46,921 shares of Warever, Inc. stock. (2)
  Lona Hendricks                          6/28/99             175,000      5,950 shares of Coaching Institute (3)
  Lona Hendricks                           2/1/00             459,700      8,280 shares of Warever, Inc. stock.(9)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Hercules Extension, Inc.                6/11/98             108,000      90,000 shares of Ferber stock.(1)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Karl A. Malone                          10/7/99              137,931     Services(5)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  M.B. Resources, Inc.                    6/11/98              120,000     100,000 shares of Ferber stock.(1)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Richard A. McAllister                   6/28/99              150,000     6,000 shares of Coaching Institute stock.
                                                                           (3)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Mark McKown                             8/30/99                  5,519   Services(5)
  --------------------------------------- ------------- ------------------ ---------------------------------------------

                                       24
<PAGE>

  Northpost Operating Co.                 6/11/98              120,000     100,000 shares of Ferber stock.(1)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Don Robinson                            12/8/98              299,800     25,500 shares of Ferber stock.(1)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Savoy Industries, Inc.                  6/11/98                96,000    80,000 shares of Ferber stock.(1)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Scejon Investments, Inc.                12/2/98              225,000     $11,250 in 1998 private placement(4)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Starboard Financial Corp.               12/2/98              310,000     $15,500 in 1998 private placement(4)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Washington Mining Corp.                 6/29/98              120,000     100,000 shares of Ferber stock.(1)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Roger G. Williams                       6/28/99              50,000      2,000 shares of Coaching Institute stock.
                                                                           (3)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Wide West, Inc.                         6/11/98              144,000     120,000 shares of Ferber stock.(1)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Windlass Investments, Inc.              12/2/98              191,400     $9,570 in 1998 private placement(4)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Ross Wolfley                            12/6/98              149,900     12,750 shares of Warever, Inc. stock. (2)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Security Insurers, Inc.                 6/11/98              144,000     120,000 shares of Ferber stock.(1)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Silverton Mines, Inc.                   6/11/98              120,000     100,000 shares of Ferber stock.(1)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  Noble House of Boston, Inc.              4/99                200,000     Services(6)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  National Capital                         4/99                35,000      Services(7)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
  National Capital                         4/99                50,000      Exercise of Options(8)
  --------------------------------------- ------------- ------------------ ---------------------------------------------
</TABLE>

(1)      LSI  Communications,  Inc.,  acquired  all  of  the  shares  of  Ferber
         Corporation  in June 1997 where the  shareholders  of Ferber  exchanged
         1,000,000  Ferber  shares for 1,200,000  shares of LSI  Communications,
         Inc.
(2)      Warever, Inc. merged into LSI Communications,  Inc., which acquired 85%
         of the shares of Warever, Inc. by issuing 2,500,000 shares of its stock
         in exchange for 85%, or 255,171, shares of Warever, Inc. stock pursuant
         to a November 20, 1998 transaction. LSI Communications,  Inc., acquired
         85% of the shares of
(3)      Coaching Institute by issuing 2,500,000 shares of stock in exchange for
         85%, or 85,000, of the shares of Coaching Institute stock pursuant to a
         June 21, 1999 transaction.
(4)      In November and December 1998 the company  raised  $50,000 in a private
         offering pursuant to a Regulation D, Rule 504 exemption.
(5)      Services related to the production of a fitness video project.
(6)      Payment in stock for services related to public relations and funding.
(7)      Payment in stock for services related to registration of securities.
(8)      Payment for services related to funding.
(9)      LSI  Communications,  Inc.,  acquired  the  remaining  15% of  Coaching
         Institute by issuing  2,500,000 shares of stock in exchange for 15%, or
         15,000, of the shares of Coaching Institute stock in a February 1, 2000
         transaction.

         We believe that each of the foregoing persons or entities was either an
"accredited  investor,"  or  "sophisticated  investor" as defined in Rule 506 of
Regulation D of the Securities and Exchange  Commission.  Each had access to all
material  information  regarding LSI Communications  prior to the offer, sale or
issuance of these  "restricted  securities." We believe these shares were exempt
from the  registration  requirements  of the  Securities Act of 1933, as amended
(the "1933 Act"), pursuant to Section 4(2) and applicable exemptions thereunder.

         We have taken the  following  factors into account in  determining  the
valuations of the above-referenced shares:

         o        the fact that the shares are "restricted"
         o        our history of limited revenues
         o        the limited market for our common stock on the OTC Bulletin
                  Board of the NASD

                                       25
<PAGE>

         o        the low book value per share

Transfer and Warrant Agent

         Our  transfer  agent is Interwest  Transfer  Company,  Inc.,  1981 East
Murray-Holladay Road, Holladay, UT 84117.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section  78.7502 of the Nevada  Revised  Statutes  provides in relevant  part as
follows:

         1. A  corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action,  suit or proceeding if he acted in good faith and in
a manner  which  he  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction  or upon a plea of nolo  contendere or its  equivalent,  does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests of the  corporation  and that,  with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

         2. A  corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with the defense or  settlement of the action or suit if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best interests of the  corporation.  Indemnification  may not be made for
any  claim,  issue or matter as to which such a person  has been  adjudged  by a
court of competent  jurisdiction,  after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application  that in view of all the  circumstances  of the case,  the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

         3. To the  extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein,  the corporation shall

                                       26
<PAGE>

indemnify  him  against  expenses,   including  attorneys'  fees,  actually  and
reasonably  incurred by him in  connection  with the  defense.  Our  articles of
incorporation  do not  contain  a  specific  indemnification  provision  for its
officers, directors and employees.

         Insofar  as  indemnification  by  LSI  Communications  for  liabilities
arising under the  Securities Act may be permitted to our officers and directors
we are aware that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by LSI  Communications  of
expenses incurred or paid by an officer or director in the successful defense of
any action,  suit,  or  proceeding)  is asserted by such  officer or director in
connection with the securities being registered hereby, LSI Communications will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                       27
<PAGE>

                            LSI Communications, Inc.

                        Consolidated Financial Statements

           September 30, 1999 (unaudited), December 31, 1998 and 1997


                                       F-1
<PAGE>

                                 C O N T E N T S

Accountants' Report .................................................... F-3

Consolidated Balance Sheets ............................................ F-4

Consolidated Statements of Operations .................................. F-6

Consolidated Statements of Stockholders' Equity......................... F-7

Consolidated Statements of Cash Flows .................................. F-8

Notes to the Consolidated Financial Statements ......................... F-9


                                       F-2
<PAGE>


[letterhead of Crouch Bierwolf &Chisholmm]


                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
of LSI Communications, Inc.

We  have  audited  the   accompanying   consolidated   balance   sheets  of  LSI
Communications, Inc. as of December 31, 1998 and 1997 and the related statements
of  operations,  stockholders'  equity and cash flows for the years then  ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of LSI Communications,
Inc.  as of  December  31,  1998 and 1997 and the  results  of its  consolidated
operations and cash flows for the years then ended in conformity  with generally
accepted accounting principles.

The September 30, 1999 financial statements have not been reviewed or audited by
us. Accordingly, we do not express an opinion or any form of assurance on them.

Salt Lake City, Utah
January 18, 2000

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                            LSI Communications, Inc.
                           Consolidated Balance Sheets

                                     ASSETS

                                                  September 30,                     December 31,
                                                        1999                  1998                   1997
                                               -----------------      ------------------      ---------------
CURRENT ASSETS                                      (unaudited)
<S>                                           <C>                    <C>                     <C>
   Cash & Cash Equivalents (Note 1)            $          12,320      $             24,418    $        22,665
   Inventory                                               8,088                     5,286              7,728
   Accounts Receivable (Net of allowance
     of $11,800, $8,500 and $12,900,
     respectively)                                        73,058                     7,252             49,666
   Contract (Note 3)                                     261,000                       -                  -
                                               -----------------      --------------------    ---------------
     Total Current Assets                                354,446                    36,956             80,059
                                               -----------------      ------------------      ---------------
PROPERTY & EQUIPMENT (Note 2)                             27,962                    15,093             24,365
                                               -----------------      ------------------      ---------------
OTHER ASSETS
    Goodwill (Note 1)                                  1,311,698                       -                  -
    Deposits & Prepaids                                    6,076                     6,076              6,076
                                               -----------------      ------------------      ---------------
    Total Other Assets                                 1,317,774                     6,076              6,076
                                               -----------------      ------------------      ---------------
     TOTAL ASSETS                              $       1,700,202      $             58,125    $       110,500
                                               =================      ====================    ===============
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                            LSI Communications, Inc.
                      Consolidated Balance Sheets continued

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                  September 30,                     December 31,
                                                        1999                  1998                   1997
                                               -----------------      ------------------      ---------------
CURRENT LIABILITIES                                (unaudited)
<S>                                            <C>                   <C>                      <C>
   Accounts payable                            $          59,893     $           13,891       $        32,676
   Accrued expenses                                       29,332                  5,216                10,764
   Current portion of long-term
       liabilities (Note 3)                              193,169                 23,392                59,317
   Deferred Revenues (Note 1)                              3,000                  5,000                   -
                                               -----------------      ------------------      ---------------
     Total Current Liabilities                           285,394                 47,499               102,757
                                               -----------------      ------------------      ---------------

LONG TERM LIABILITIES (Note 3)
   Notes payable                                          63,878                 37,121                60,654
   Notes payable-related party                           187,278                  3,593                31,000
   Capital lease obligations                                 -                      -                   8,603
   Less current portion                                 (193,169)               (23,392)              (59,317)
                                               -----------------      ------------------      ---------------
     Total long term Liabilities                          57,987                 17,322                40,940
                                               -----------------      ------------------      ---------------
     TOTAL LIABILITIES                                   343,381                 64,821               143,697
                                               -----------------      ------------------      ---------------
MINORITY INTEREST                                            -                      -                     -
                                               -----------------      ------------------      ---------------

STOCKHOLDERS' EQUITY
   Common stock, authorized
     60,000,000 shares of $.001 par
     value, issued and outstanding
     8,915,632, 5,959,697 and
     300,201 shares, respectively                          8,916                  5,960                   300
   Additional Paid-in capital                          2,078,079                310,035               300,195
   Treasury Stock                                            -                      -                 (29,000)
   Retained earnings                                    (730,174)              (322,691)             (304,692)
                                               -----------------      ------------------      ---------------
     Total Stockholders' Equity                        1,356,821                 (6,696)              (33,197)
                                               -----------------      ------------------      ---------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                           $       1,700,202      $          58,125       $       110,500
                                               =================      =================       ===============
</TABLE>
   The accompanying notes are an integral part of these financial statements

                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                            LSI Communications, Inc.
                      Consolidated Statements of Operations

                                                      For the Nine
                                                      Months Ended                       For the Year Ended
                                                       September 30,                         December 31,
                                                   1999              1998                 1998              1997
                                            ----------------   --------------       --------------   -------------
                                               (unaudited)        (unaudited)
REVENUES
<S>                                         <C>                <C>                  <C>              <C>
        Software Sales                      $         96,792   $      396,473       $      414,000   $     564,445
        Training Revenues                            104,034              -                    -               -
                                            ----------------   --------------       --------------   -------------
TOTAL REVENUES                                       200,826          396,473              414,009         564,445
                                            ----------------   --------------       --------------   -------------
COST OF SALES
        Software                                         874              972                1,356          37,841
        Training                                       2,818              -                    -               -
                                            ----------------   --------------       --------------   -------------
TOTAL COST OF SALES                                    3,692              972                1,356          37,841
                                            ----------------   --------------       --------------   -------------
GROSS PROFIT                                         197,134          395,501              412,653         526,604
                                            ----------------   --------------       --------------   -------------
SELLING EXPENSES                                     107,952          142,677              152,289          15,485
DEPRECIATION & AMORTIZATION                           40,926            8,169               10,209          14,646
PRODUCTION FEES                                       70,000              -                    -               -
CONSULTING FEES                                      135,000              -                    -               -
PAYROLL                                              138,366          113,957              138,000         234,897
GENERAL &
  ADMINISTRATIVE EXPENSES                             83,026           82,339               90,968         284,314
RESEARCH & DEVELOPMENT                                27,200           26,850               35,800          12,300
                                            ----------------   --------------       --------------   -------------
TOTAL OPERATING EXPENSES                             602,470          373,992              427,266         561,642
                                            ----------------   --------------       --------------   -------------
OPERATING LOSS                                      (405,336)          21,509              (14,613)        (35,038)
                                            ----------------   --------------       --------------   -------------
OTHER INCOME AND (EXPENSES)
   Minority interest                                   5,059              -                    -               -
   Miscellaneous income                               (3,483)           3,391                3,392          14,832
   Interest expense                                   (3,723)          (8,204)              (6,778)        (21,697)
                                            ----------------   --------------       --------------   -------------
     Total Other Income and (Expenses)                (2,147)          (4,813)              (3,386)         (6,865)
                                            ----------------   --------------       --------------   -------------
LOSS BEFORE INCOME TAXES                            (407,483)          16,696              (17,999)        (41,903)

PROVISION FOR INCOME TAXES
  (Note 1)                                               -                -                    -               -
                                            ----------------   --------------       --------------   -------------
NET INCOME/(LOSS)                           $       (407,483)  $       16,696       $      (17,999)  $     (41,903)
                                            ================   ==============       ==============   =============
NET INCOME/(LOSS) PER SHARE                 $           (.06)  $          .06       $         (.02)  $        (.14)
                                            ================   ==============       ==============   =============
WEIGHTED AVERAGE
  OUTSTANDING SHARES                               7,231,457          300,495            1,135,100         300,201
                                            ================   ==============       ==============   =============
</TABLE>
   The accompanying notes are an integral part of these financial statements

                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                            LSI Communications, Inc.
                 Consolidated Statements of Stockholders' Equity
          From December 31, 1996 through September 30, 1999 (unaudited)


                                             Common Stock               Additional                    Retained
                                        --------------------------       Paid-in      Treasury        Earnings
                                           Shares        Amount           Capital      Stock          (Deficit)
                                        ------------  ------------      -----------  -----------    ------------
<S>                                     <C>           <C>               <C>          <C>            <C>
Balance on December 31, 1996                 300,201  $        300      $   300,195  $   (29,000)   $   (262,789)

Net loss for the year
   ended December 31, 1997                       -             -                -            -           (41,903)
                                        ------------  ------------      -----------  -----------    ------------
Balance on December 31, 1997                 300,201           300          300,195      (29,000)       (304,692)

October 12, 1998 - Purchase
   of Treasury Stock                             -             -                -           (500)            -

November 98 - Reverse acquisition
  and reorganization adjustment
  (Note 1)                                 4,659,496         4,660           65,532       29,500             -

November 98 - Stock issued for
   cash at $.05 per share                  1,000,000         1,000           49,000          -               -

Offering Costs                                   -             -             (5,000)         -               -

Net Loss for the year
   ended December 31, 1998                       -             -                -            -           (17,999)
                                        ------------  ------------      -----------  -----------    ------------
Balance on December 31, 1998               5,959,697         5,960          310,035          -          (322,691)

March 3, 1999 - shares issued in
   Shareholder settlement at
   $.001 per share                            27,485            27              (27)         -               -

April 1, 1999 - shares issued for
   consulting agreement at
   $1.00 per share                            85,000            85           84,915          -               -

June 28, 1999 - shares issued in
    acquisition of Coaching Institute,
    Inc.                                   2,500,000         2,500        1,372,500          -               -

July 1, 1999 - shares issued for
   consulting agreement at
   $.25 per share                            200,000           200           49,800          -               -

August 30, 1999 - shares issued for
   royalty agreement at $1.825
   per share                                 143,450           144          260,856          -               -

Net Loss for the nine months
   ended September 30, 1999
   (unaudited)                                   -             -                -            -          (407,483)
                                        ------------  ------------      -----------  -----------    ------------
Balance on September 30, 1999
   (unaudited)                             8,915,632  $      8,916      $ 2,078,079  $       -      $   (730,174)
                                        ============  ============      ===========  ===========    ============
</TABLE>
   The accompanying notes are an integral part of these financial statements

                                      F-7
<PAGE>
<TABLE>
<CAPTION>
                            LSI Communications, Inc.
                      Consolidated Statements of Cash Flows

                                                      For the Nine
                                                      Months Ended                       For the Year Ended
                                                       September 30,                         December 31,
                                                   1999              1998                 1998              1997
                                            ----------------   --------------       --------------   -------------
                                               (unaudited)        (unaudited)
Cash Flows From Operating Activities:
<S>                                         <C>                <C>                  <C>              <C>
Net income (loss)                           $       (407,483)  $       16,696       $      (17,999)  $     (41,903)
Non-cash items:
   Consulting fee paid with stock issues             135,000              -                    -                 -
   Depreciation & amortization                        40,926            8,169               10,209          14,646
   Bad Debt                                           11,859            8,548                4,400          12,900
   Minority Interest                                     -                -                    -               -
(Increase)/decrease in current assets:
   Accounts receivable                               (65,806)          36,600               46,814          40,006
   Inventory                                          (2,802)           1,268                2,442          23,018
Increase/(decrease) in current liabilities:
   Accounts payable                                   46,002          (21,966)             (18,784)        (12,693)
   Accrued expenses                                   24,116           (9,511)              (5,548)          3,008
   Deferred revenues                                  (2,000)             -                  5,000             -
                                            ----------------   --------------       --------------   -------------
     Net Cash Provided (Used)
      by Operating Activities                       (220,188)          39,804               26,534          38,982
                                               ------------    -------------     ------------     ----------------
Cash Flows from Investing Activities
  Cash from acquisition of
      Coaching Institute, Inc.                        14,448              -                    -               -
  Cash paid for property, equipment
     and software technology                         (17,272)          (1,769)              (1,769)         (4,945)
  Cash paid for Treasury Stock                          -                 -                   (500)            -
  Cash paid for deposits                                -                 -                    -               249
                                            ----------------   --------------       --------------   -------------
Net Cash Provided (Used)
      by Investing Activities                         (2,824)          (1,769)              (2,269)         (4,696)
                                            ----------------   --------------       --------------   -------------
Cash Flows from Financing Activities:
  Proceeds from long term debt                       215,000              -                    -               -
  Cash received from stock issuance                      -                -                 45,000             -
  Principal payments on long-term debt                (4,086)         (45,749)             (67,512)        (17,413)
                                            ----------------   --------------       --------------   -------------
     Net Cash Provided (Used)
      by Financing Activities                        210,914           45,749              (22,512)        (17,413)
                                            ----------------   --------------       --------------   -------------
    Increase/(decrease) in Cash                      (12,098)          (7,714)               1,753          16,873

Cash and Cash Equivalents
  at Beginning of Period                              24,418           22,665               22,665           5,792
                                            ----------------   --------------       --------------   -------------
Cash and Cash Equivalents
  at End of Period                          $         12,320   $       13,979       $       24,418   $      22,665
                                            ================   ==============       ==============   =============

                                   (continued)

                                      F-8
<PAGE>

                            LSI Communications, Inc.
                      Consolidated Statements of Cash Flows
                                   (continued)
<CAPTION>
Supplemental Cash Flow Information:
<S>                                         <C>                <C>                  <C>              <C>
  Cash paid for interest                    $          3,723   $        8,204       $        6,778   $      21,697
  Cash paid for income taxes                $            -     $          -         $          -     $         -

Non-Cash Investing Activities:

   In 1999,  the  Company  issued  2,500,000  shares of common  stock for 85,000
shares (85%) of common stock of Coaching Institute, Inc.

   In 1998, the Company issued  3,000,000  shares of common stock for 85% of the
outstanding common stock of Warever.

Non-Cash Financing Activities:

   In 1999,  the Company  issued  428,450  shares of common  stock for  services
valued at $396,000.
</TABLE>
The  accompanying  notes are an integral part of these financial  statements

                                      F-9
<PAGE>

                            LSI Communications, Inc.
                 Notes to the Consolidated Financial Statements
           September 30, 1999 (unaudited), December 31, 1998 and 1997


NOTE 1 - Summary of Significant Accounting Policies

         a.   Organization

              The Company was  incorporated as TPI, Inc.,  under the laws of the
         State of Utah on April 26, 1983. In 1985, the  Corporation  changed its
         situs from Utah to Nevada and its name to Connections  Marketing  Corp.
         In July, 1992, the shareholders of the Corporation  voted to change the
         name to LSI  Communications,  Inc.  (LSI).  The  Company  held  mineral
         properties in Beaver County,  Utah; however,  no extraction  operations
         ever commenced and the properties were  distributed to the shareholders
         through a subsidiary spinoff.

              On November 20, 1998, the Company entered a Plan of Reorganization
         and  Acquisition   agreement  with  Warever,   Inc.  (Warever)  a  Utah
         Corporation,  wherein the  Company  issued  3,000,000  shares of common
         stock for 85% of the outstanding common stock of Warever. The agreement
         provides  for the Company to acquire the  remaining  15% of Warever for
         2,500,000 shares of LSI through option agreements which are exercisable
         for a period of 60 days following January 1, 2000 for no consideration.

              Warever was  organized  in the State of Utah on May 13, 1992 under
         the name of Action Plus Software,  Inc. On January  17,1995 the company
         changed the name of the company to Warever, Inc.

              Warever is in the business of developing, programming, selling and
         marketing a computer  software  package named Action Plus, a management
         assistance software tool.

              The acquisition is recorded as a reverse acquisition, with Warever
         being the  accounting  survivor,  therefore  all  historical  financial
         information prior to November 20, 1998 in these statements are those of
         Warever.

              On June 21, 1999,  the Company  entered into a Plan of Acquisition
         with Coaching Institute, Inc., a Utah corporation,  wherein the Company
         issued 2,500,000 shares of common stock for 85,000 shares,  85%, of the
         outstanding  common stock of Coaching  Institute,  Inc.  The  agreement
         provides  for the Company to receive  options to acquire the  remaining
         15% of the issued and outstanding  common stock of Coaching  Institute,
         Inc. in exchange for 2,045,455  shares of the  Company's  common stock.
         After the  acquisition,  both  companies  are  surviving  with Coaching
         Institute,    Inc.   being   a   majority-owned   subsidiary   of   LSI
         Communications, Inc.

              Coaching  Institute,  Inc. has certain  intellectual  property and
         contracts  in place that  generate  revenue,  including  a contract  to
         produce a video series utilizing the name, image, and knowledge of Karl
         Malone.

                                      F-10
<PAGE>

NOTE 1 - Summary of Significant Accounting Policies (continued)

         a.   Organization (continued)

              The  acquisition  of Coaching  Institute,  Inc. has been  recorded
         using  the  purchase  method  of  a  business  combination.   Operating
         activities   have  been  included   from  Coaching   Institute  in  the
         consolidated  financials  since June 21, 1999.  The Company  valued the
         acquisition  of Coaching  Institute at $1,375,000  which was the market
         value of the common stock less a 60% discount  for the  restriction  on
         the stock.

         b.   Recognition of Revenue/Deferred Revenue

              The Company  recognizes income and expense on the accrual basis of
         accounting.  The Company receives  revenues from services  provided for
         custom program conversions and training.  Pursuant to SOP 97-2, revenue
         is recorded when the services are completed. The Company also generates
         revenues from the sale of their Action Plus software  technology.  This
         product is sold separately  without future performance such as upgrades
         or maintenance,  and is not sold with PCS services, therefore according
         to SOP 97-2  revenue  is  recorded  upon the sale and  delivery  of the
         product once an agreement exists, the price is fixed and collectability
         is probable.

              The Company sells post contract  support  services  separately for
         one year.  The Company  defers the revenue and  recognizes  it over the
         contract  term  as  required  by SOP  97-2.  The  deferred  revenue  at
         September  30, 1999  (unaudited),  December 31, 1998 on contracts  sold
         during 1999 and 1998 total $3,000 and $5,000, respectively.

         c.   Earnings (Loss) Per Share

              The  computation of earnings per share of common stock is based on
         the weighted  average  number of shares  outstanding at the date of the
         financial statements.

         d.   Provision for Income Taxes

              In 1997,  Warever,  Inc.  elected to file federal and state income
         taxes under the  provisions  of  Subchapter S of the  Internal  Revenue
         Code. Under those provisions, the Company does not pay corporate income
         taxes on its taxable  income during that period of time.  Instead,  the
         stockholders are liable for individual income taxes on their respective
         shares of the Company's net operating income in their individual income
         tax  returns.  Effective  December  1, 1998,  the  Company  will file a
         consolidated return with it's parent and will lose it's S-Corp status.

              No  provision  for  income  taxes  has  been  recorded  due to net
         operating loss carry forwards totaling approximately $425,000 that will
         be offset against future taxable income. These NOL carry forwards begin
         to expire in 2013.  No tax benefit has been  reported in the  financial
         statements  because  the  Company  has not yet  proven it can  generate
         taxable income.

                                      F-11
<PAGE>

NOTE 1 - Summary of Significant Accounting Policies (Continued)

         d.   Provision for Income Taxes (continued)

              Deferred  tax  assets and the  valuation  account is as follows at
         September 30, 1999 (unaudited), December 31, 1998 and 1997:
<TABLE>
<CAPTION>
                                                                 September 30,            December 31,
                                                                     1999              1998             1997
                                                              ---------------     -------------    -----------
             Deferred tax asset:
<S>                                                           <C>                 <C>              <C>
                     NOL carry forward                        $       144,500     $       6,800    $       -
                     Valuation allowance                             (144,500)           (6,800)           -
                                                              ---------------     -------------    -----------
             Total                                            $           -       $         -      $       -
                                                              ===============     =============    ===========
</TABLE>

         e.   Cash and Cash Equivalents

              The  company   considers  all  highly  liquid   investments   with
         maturities of three months or less to be cash equivalents.

         f.   Property and Equipment

              Expenditures  for  property  and  equipment  and for  renewals and
         betterments,  which extend the  originally  estimated  economic life of
         assets or convert  the assets to a new use,  are  capitalized  at cost.
         Expenditures for  maintenance,  repairs and other renewals of items are
         charged  to  expenses.  When  items  are  disposed  of,  the  cost  and
         accumulated depreciation are eliminated from the accounts, and any gain
         or loss is included in the results of operations.

              The  provision   for   depreciation   is   calculated   using  the
         straight-line  method over the  estimated  useful  lives of the assets.
         Depreciation   expense  for  the  period  ended   September   30,  1999
         (unaudited), December 31, 1998 and 1997 is $7,293, $10,209 and $14,646,
         respectively.

         g.   Goodwill

              The Company recorded $1,345,331 in connection with the acquisition
         of Coaching Institute, Inc. Goodwill will be amortized over 10 years on
         the straight line method.

         h.   Inventory

              Inventory consists primarily of software manuals and disks.

         i.   Advertising Costs

              Advertising  costs are charged to operations  when  incurred.  The
         cost for direct  response  advertising  is also  expensed  because  the
         future  benefit  is  only  three  days,  therefore   capitalization  is
         ineffective.

                                      F-12
<PAGE>

NOTE 1 - Summary of Significant Accounting Policies (Continued)

         j.   Consolidation Policy

              These   financial    statements   include   the   books   of   LSI
         Communications,  Inc., a public shell company,  Warever Corporation,  a
         software  sales and marketing  company,  and Coaching  Institute,  Inc.
         (September  30,  1999  only),  a  training  and  consulting  firm.  All
         intercompany  accounts and  transactions  have been  eliminated  in the
         consolidation.

NOTE 2 - Property & Equipment

              Property and equipment  consists of the following at September 30,
         1999 (unaudited), December 31, 1998 and 1997:
<TABLE>
<CAPTION>
                                                           September 30,                December 31,
                                                               1999               1998                  1997
                                                        ----------------    ----------------     ---------------
                                                                              (unaudited)
<S>                                                     <C>                 <C>                  <C>
   Computer equipment                                   $        40,653     $         20,195     $        62,495
   Leased equipment                                              15,075               15,075              15,075
   Furniture and fixtures                                         6,769                6,769               6,769
   Software technology                                            2,847                2,847               6,815
                                                        ----------------    ----------------     ---------------
                                                                 65,344               44,886              91,154
   Less:
     Accumulated depreciation - equipment                       (24,066)             (18,738)            (58,749)
     Accumulated depreciation - leased equipment                (13,316)             (11,055)             (8,040)
                                                        ----------------    ----------------     ---------------
     Total Property & Equipment                         $        27,962     $         15,093     $        24,365
                                                        ================    ================     ===============
</TABLE>

NOTE 3 - Contract

              In 1999, the Company  acquired a contract for a video  production.
         The amount  capitalized as the cost of the contract is the value of the
         participation  in the  video  by Karl  Malone  and  others.  For  their
         participation,  143,450  shares  of  common  stock  were  issued  at  a
         valuation of $1.825 per share or $261,000.  The stock was valued at the
         average market price at the time of issue. This cost is to be amortized
         over three years.  The contract was sold October 26, 1999.  See Note 10
         for details.

NOTE 4 - Long-Term Liabilities

              Long Term  Liabilities are detailed in the following  schedules as
         of September 30, 1999 (unaudited), December 31, 1998 and 1997:

              Note payable-related party is detailed as follows:
<TABLE>
<CAPTION>
                                                                September 30,          December 31,
                                                                    1999           1998           1997
                                                              --------------  ---------------   ------------
                                                                 (unaudited)
<S>                                                           <C>             <C>               <C>
             Note  payable to a relative  of an  officer
             of the  Company,  bears interest at 12%,
             with principal due April 1999, unsecured note    $          -    $         3,593   $    31,000

             Note payable to a relative of an officer
             of the Company, bears interest at 12%,
             with a principal due of $189,119 at
             September 30, 2000                                      189,119              -              -
                                                              --------------  ---------------   ------------
             Total notes payable - related party                     189,119            3,593         31,000
                                                              --------------  ---------------   ------------
<CAPTION>

             Capital lease obligations are detailed in the following schedule as
             of September 30, 1999 (unaudited), December 31, 1998 and 1997:
<S>                                                           <C>             <C>               <C>
             Capital lease obligation to a corporation
             for telephone  equipment, lease  payments
             due  monthly of $397  through  April  2000,
             bears interest at 20%, secured by telephone
             equipment.                                       $         -     $          -      $      8,603
                                                              --------------  ---------------   ------------
             Total Lease Obligations                                    -                -             8,603
                                                              --------------  ---------------   ------------

             Notes payable are detailed as follows:

             Note payable to a  corporation  for working
             capital,  payments due monthly of $698
             through June 2000, bears interest at
             11%, uncolateralized.                            $       11,208  $        11,531   $     18,307

             Note payable to a  corporation  for working
             capital,  payments due monthly of $830
             through October 1998, bears interest at
             12%, unsecured.                                             113              105          7,970

                                      F-13
<PAGE>

NOTE 4 - Long-Term Liabilities (Continued)
<CAPTION>
                                                                September 30,          December 31,
                                                                    1999           1998           1997
                                                              --------------  ---------------   ------------
                                                                 (unaudited)
<S>                                                           <C>             <C>               <C>
             Note payable to a  corporation  for working
             capital,  payments due monthly of $1,087
             through January 2000, bears interest at
             11%, unsecured.                                          25,716           25,485         34,377

             Note payable (credit agreement) with a
             production company, interest at 10%,
             payments of interest only for twelve
             month period, principal outstanding
             would be converted to a term loan of no
             more than 24 months.  In October 1999,
             the debt was terminated and forgiven.                    25,000              -              -
                                                              --------------  ---------------   ------------
             Total Note Payable                                       62,037           37,121         60,654
                                                              --------------  ---------------   ------------
             Total long term liabilities                             251,156           40,714        100,257
                                                              --------------  ---------------   ------------
             Less current portion of:
               Notes payable - related party                         189,119            3,593         31,000
               Capital lease obligations                                -                -             3,087
               Notes payable                                           4,050           19,799         25,230
                                                              --------------  ---------------   ------------
             Total current portion                                   193,169           23,392         59,317
                                                              --------------  ---------------   ------------
             Net Long Term Liabilities                        $       57,987  $        17,322   $     40,940
                                                              ==============  ===============   ============
</TABLE>

             Future minimum principal payments on notes payable are as follows:

                     1999                                  $        53,588
                     2000                                          161,599
                     2001                                           27,918
                                                                         -
                                                           ---------------
             Total notes payable                           $       243,105
                                                           ===============
                                      F-14
<PAGE>

                            LSI Communications, Inc.
                 Notes to the Consolidated Financial Statements
           September 30, 1999 (unaudited), December 31, 1998 and 1997

NOTE 5 - Use of Estimates in the Preparation of Financial Statements

              The  preparation  of  financial   statements  in  conformity  with
         generally accepted  accounting  principles  requires management to make
         estimates and assumptions  that affect  reported  amounts of assets and
         liabilities,  disclosure of contingent  assets and  liabilities  at the
         date of the financial  statements and revenues and expenses  during the
         reporting period. In these financial statements, assets and liabilities
         involve reliance on management's estimates. Actual results could differ
         from those estimates.

                                      F-15
<PAGE>

                            LSI Communications, Inc.
                 Notes to the Consolidated Financial Statements
           September 30, 1999 (unaudited), December 31, 1998 and 1997

NOTE 6 - Commitments and Contingencies

              The Company is  committed  for their  office  facilities.  Monthly
         lease payments are due of $3,300 for a 24 month period beginning May 1,
         1999.

              Future  minimum  lease  payments are as follows at  September  30,
         1999:

                     1999                             $      9,900
                     2000                                   39,600
                     2001                                   16,500
                                                      ------------
                                                      $     66,000

NOTE 7 - Related Party Transactions

              During 1995, a shareholder relative of Craig Hendricks, an officer
         and director of the Company,  advanced $39,000 for working capital.  As
         of September 30, 1999 (unaudited)  $3,593 in payments were made to this
         related  party with a balance  due at December  31,  1998 and 1997,  of
         $3,593 and $31,000, respectively.

NOTE 8 - Software Technology

              Pursuant to FASB 86, the  Company  expensed  all costs  associated
         with  the  development  of its  software  product  until  technological
         feasibility  is  reached.  At such time the Company  capitalizes  costs
         associated   with   producing  the  master  files.   The  Company  also
         capitalizes software purchased for internal use.

              During 1999, a shareholder relative of Craig Hendricks, an officer
         and director of the Company,  advanced $190,000 for working capital. As
         of September 30, 1999 (unaudited) $7,730,  including interest, was paid
         to  this  related  party  with a  balance  due at  September  30,  1999
         (unaudited) of $189,119.

                                      F-16
<PAGE>

                            LSI Communications, Inc.
                 Notes to the Consolidated Financial Statements
           September 30, 1999 (unaudited), December 31, 1998 and 1997

NOTE 9 - Reverse Merger

              Effective  November 20, 1998, LSI  Communications,  Inc. (a public
         company)  entered into an  agreement  and Plan of  Reorganization  with
         Warever,  Inc., (a private  company).  The  agreement  provides for the
         merger of the Company into  Warever to be treated as a reverse  merger,
         thus making Warever the accounting survivor.  Pursuant to the agreement
         the Company issued 3,000,000 shares of common stock to the shareholders
         of  Warever  for  85% of the  shares  of  their  Company.  Because  the
         historical financial information in these financial statements prior to
         the  reverse  merger  (November  20,  1998)  is that of the  accounting
         acquirer  (Warever),  a  reverse  merger  adjustment  is  used  on  the
         statement of  stockholders'  equity to bring the  pre-merger  equity of
         Warever   up  to   the   consolidated   post-merger   equity   of   LSI
         Communications.  The actual shares issued by the Company to the Warever
         shareholders was 3,000,000 shares. The difference between the 3,000,000
         shares issued to the Warever  shareholders  and the  4,659,496  reverse
         merger adjustment  represents the 1,659,496 shares held by the original
         pre-merger  shareholder of the public company (LSI).  The management of
         the Company resigned and the management and board of Warever filled the
         vacancy.  LSI Communications,  Inc. had no assets or liabilities at the
         time of the merger, but was only a public shell.

NOTE 10 - Subsequent Event

              On October 26, 1999,  the contract for the video series  featuring
         Karl  Malone was sold.  On the date of the sale,  the buyer  executed a
         $100,000  promissory  note  to  the  production  company  in  order  to
         terminate the agreement with Coaching Institute,  Inc. In addition, the
         buyer executed an agreement with the production  company to forgive the
         $25,000 principal balance due from Coaching Institute, Inc.

              Besides the above agreements,  the buyer agrees to pay cash in the
         amount  of  $378,000  to  Coaching  Institute,  Inc.  according  to the
         following schedule:

                     At Closing                               $ 75,600
                     November 15, 1999                          75,600
                     December 15, 1999                          75,600
                     January 15, 2000                           75,600
                     February 15, 2000                          75,600
                                                               -------
                                                              $378,000

                                      F-17
<PAGE>

NOTE 11 - Segment Data

              For the nine months ended  September 30, 1999, the Company had two
         reportable  industry  segments:  (i) Software  Sales and (ii)  Training
         Services.

                     Sales (Net of Accounts)
                          Software                            $         96,792
                          Training                                     104,034
                                                              ----------------
                             Consolidated                     $        200,826
                                                              ================

                     Operating Income (Loss)
                          Software                            $       (247,662)
                          Training                                    (157,674)
                                                              ----------------
                             Consolidated                             (405,336)
                          Other Income/(expense)                        (3,483)
                          Interest expense                               3,723
                                                              ----------------
                             Net (Loss) before Income Taxes   $       (412,542)
                                                              ================

                     Accounts Receivable
                          Software                            $          6,893
                          Training                                      66,165
                                                              ----------------
                             Consolidated                     $         73,058
                                                              ================

                     Identifiable Assets
                          Software                            $        243,702
                          Training                                     144,802
                                                              ----------------
                             Consolidated                              388,504
                          Goodwill                                   1,311,698
                                                              ----------------
                             Total                            $      1,700,202
                                                              ================

NOTE 12 - Unaudited Information

              The  information  furnished  herein  was taken  from the books and
         records  of  the  Company  without  audit.  However,  such  information
         reflects  all  adjustments  which are,  in the  opinion of  management,
         necessary  to properly  reflect  the  results of the nine months  ended
         September  30,  1999.  The  information  presented  is not  necessarily
         indicative of the results from operations  expected for the full fiscal
         year.

                                      F-18
<PAGE>
<TABLE>
<CAPTION>
                          LSI Communications, Inc.
                 Pro Forma Consolidated Statement of Operations
                                December 31, 1998
                                   (unaudited)



                                     LSI Communications    Warever       Coaching Institute                          Pro forma
                                          For the         For the             For the                               Consolidated
                                          Year Ended       Year Ended       Year Ended           Pro forma            Balance
                                          December 31,   December 31,       December 31,        Adjustments          December 31,
                                           1998             1998             1998             dr           cr          1998
                                        --------------  -------------    ---------------    ---------   ----------  ------------
<S>                                     <C>             <C>              <C>                <C>         <C>         <C>
Revenues                                          -           414,009            260,137          -          -           674,146
                                        --------------  -------------    ---------------    ---------   --------    ------------
Cost of Good Sold                                 -             1,356              7,079          -           -            8,435
                                        --------------  -------------    ---------------    ---------   --------    ------------
Gross Profit                                      -           412,653            253,058          -           -          665,711
                                        --------------  -------------    ---------------    ---------   --------    ------------
Selling expenses                                  -           152,289             75,325          -           -          227,614

General & Administrative                          -           276,639             37,583          -           -          314,222
                                        --------------  -------------    ---------------    ---------   --------    ------------
Total Operating Expenses                          -           428,928            112,908          -           -          541,836
                                        --------------  -------------    ---------------    ---------   --------    ------------
Income/ (Loss) from Operations                    -           (16,275)           140,150          -           -          123,875
                                        --------------  -------------    ---------------    ---------   --------    ------------
Other income/(expenses)                           -            (3,386)              (240)         -           -           (3,626)
                                        --------------  -------------    ---------------    ---------   --------    ------------
Net (Loss)                                        -           (19,661)           139,910          -           -          120,249
                                        ==============  =============    ===============    =========   ========    ============
</TABLE>

                                      F-19
<PAGE>

                            LSI Communications, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                                December 31, 1998

NOTE 1 - Summary of Transaction

              On June 21, 1999,  the Company  entered into a Plan of Acquisition
         with Coaching Institute, Inc., a Utah Corporation,  wherein the Company
         issued  2,500,000 shares of common stock for 85,000 shares (85%) of the
         outstanding  common  stock  of  Coaching  Institute,   Inc.  After  the
         acquisition, both companies are surviving with Coaching Institute, Inc.
         being a majority-owned subsidiary of LSI Communications, Inc.

NOTE 2 - Management Assumptions

              The pro forma  consolidated  statement of operations  assumes that
         the entities were  together as of December 31, 1998 and no  adjustments
         are necessary to reflect a full year of activity.

                                      F-20
<PAGE>
<TABLE>
<CAPTION>
                            LSI Communications, Inc.
                 Pro Forma Consolidated Statement of Operations
                               September 30, 1999
                                   (unaudited)



                                     LSI Communications    Warever       Coaching Institute                       Pro forma
                                          For the         For the             For the                           Consolidated
                                          Year Ended       Year Ended       Year Ended        Pro forma           Balance
                                         September 30,   September 30,   September 30,        Adjustments        September 30
                                           1999             1999               1999           dr      1999           1999

<S>                                     <C>             <C>              <C>                <C>       <C>       <C>
Revenues                                        96,792        281,899                -            -       -          378,691
                                        --------------  -------------    ---------------    --------- -------   ------------
Cost of Good Sold                                 -               874             28,045          -       -           28,919
                                        --------------  -------------    ---------------    --------- -------   ------------
Gross Profit                                      -            95,918            253,854          -       -          349,772
                                        --------------  -------------    ---------------    --------- -------   ------------
Selling expenses                                  -            11,218            288,103          -       -          299,321

General & Administrative                          -           388,092            225,989          -       -          614,081
                                        --------------  -------------    ---------------    --------- -------   ------------
Total Operating Expenses                          -           399,310            514,092          -       -          913,402
                                        --------------  -------------    ---------------    --------- -------   ------------
Income/ (Loss) from Operations                    -          (303,392)          (260,238)         -       -         (563,630)
                                        --------------  -------------    ---------------    --------- -------   ------------
Other income/(expenses)                           -            (2,900)            (6,023)         -       -           (8,923)
                                        --------------  -------------    ---------------    --------- -------   ------------
Net (Loss)                                        -          (306,292)          (266,261)         -       -         (572,553)
                                        ==============  ==============   ===============    ========= =======   =============
</TABLE>

                                      F-21
<PAGE>

                            LSI Communications, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                               September 30, 1998

NOTE 1 - Summary of Transaction

              On June 21, 1999,  the Company  entered into a Plan of Acquisition
         with Coaching Institute, Inc., a Utah Corporation,  wherein the Company
         issued  2,500,000 shares of common stock for 85,000 shares (85%) of the
         outstanding  common  stock  of  Coaching  Institute,   Inc.  After  the
         acquisition, both companies are surviving with Coaching Institute, Inc.
         being a majority-owned subsidiary of LSI Communications, Inc.

NOTE 2 - Management Assumptions

              The pro forma  consolidated  statement of operations  assumes that
         the entities were together as of September 30, 1999 and no  adjustments
         are necessary to reflect a full year of activity.

                                      F-22
<PAGE>

ITEM 1.       INDEX TO EXHIBITS

         Copies of the  following  documents  are  included  as exhibits to this
Registration  Statement pursuant to Item Part III of Form I-A and Item 6 of Part
II.

- - ----------- --------------------- ----------------------------------------------
Exhibit No.  SEC Reference No.                   Title of Document
- - ----------- --------------------- ----------------------------------------------
   2.1                            Plan of Acquisition by which LSI
                                  Communications, Inc. shall acquire Warever,
                                  Inc.
- - ----------- --------------------- ----------------------------------------------
   2.2                            Plan of Acquisition by which LSI
                                  Communications, Inc. shall acquire Coaching
                                  Institute, Inc.
- - ----------- --------------------- ----------------------------------------------
   3.1                            Articles of Incorporation of Connections
                                  Marketing Corp.
- - ----------- --------------------- ----------------------------------------------
   3.2                            Articles of Amendment to the Articles of
                                  Incorporation of Connections Marketing Corp.
- - ----------- --------------------- ----------------------------------------------
   3.3                            Bylaws of Connections Marketing Corp.
- - ----------- --------------------- ----------------------------------------------
  10.1                            Promissory Note to Lona J. Hendricks
                                  ($100,000)
- - ----------- --------------------- ----------------------------------------------
  10.2                            Promissory Note to Lona J. Hendricks
                                  ($40,000)
- - ----------- --------------------- ----------------------------------------------
  10.3                            Promissory Note to Lona J. Hendricks
                                  ($50,000)
- - ----------- --------------------- ----------------------------------------------
  10.4                            Coaching and Strategic Agreement-8/25/99
- - ----------- --------------------- ----------------------------------------------
  10.5                            Coaching and Strategic Agreement-1/6/99
- - ----------- --------------------- ----------------------------------------------
  10.6                            Coaching and Strategic Agreement-6/5/99
- - ----------- --------------------- ----------------------------------------------
  10.7                            Standard Distribution Provisions--Columbia
                                  House Co., and Warever, Inc.
- - ----------- --------------------- ----------------------------------------------
  10.8                            License Agreement
- - ----------- --------------------- ----------------------------------------------
  21.1                            Subsidiaries of the Company
- - ----------- --------------------- ----------------------------------------------
  27.1                            Financial Data Schedule
- - ----------- --------------------- ----------------------------------------------

                                       28
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.

                              REGISTRANT:

                              By:  /s/ Craig Hendricks
                                   ---------------------
                                   Craig Hendricks
                                   Chief Executive Officer, President

Date 2/10/00

                                       29


                     PLAN OF REORGANIZATION AND ACQUISITION

                                    BY WHICH


                            LSI Communications, Inc.
                             (A NEVADA CORPORATION)


                                  SHALL ACQUIRE


                                  Warever, Inc.
                              (A UTAH CORPORATION)


    This Plan of Reorganization  and Acquisition is made and dated this 20th day
of November  1998,  by and  between  the  Parties,  as  identified  hereinafter,
respectively.



                                 I. THE PARTIES

         A.  LSI Communications, Inc. ("LSI") is a public Nevada Corporation.

         B.  Warever, Inc. ("Warever") is a private Utah Corporation.



                                  II. RECITALS

         A.  The Capital of the Parties:

                  1. The Capital of LSI consists of 50,000,000  shares of common
                  voting   stock  of  $001  par  value   authorized,   of  which
                  approximately  1,959,579  shall be  issued or  outstanding  at
                  closing.

                  2. The  Capital of Warever  consists  of  1,000,000  shares of
                  common  voting  stock  of no par  value  authorized,  of which
                  300,201 shares are issued and outstanding.

         B.  The Background for the Reorganization:

                  1. Warever has certain  software  that  generates  significant
                  annual revenue. Significant interest has been shown concerning
                  the  use  of  this  software  for   distribution  by  numerous
                  companies and other significant parties.

                  2. Warever has an interest to be acquired/merged with a public
                  corporation, and

                  3. LSI wishes to acquire  these assets and  maintain  Warever,
                  Inc., a Utah  Corporation,  as a majority owned  subsidiary to
                  generate  revenue for these  companies  and other  significant
                  parties.  As  required by law,  the vote for  approval of this
                  definitive Agreement and Reorganization shall be approved by a
                  vote  of  the   holders  of  a  majority  of  the  issued  and
                  outstanding shares of LSI, and

                  4. The Parties  contemplate  and intend  that the  acquisition
                  will be a stock for stock transaction;  that 85% of the issued
                  and outstanding  capital stock of WAREVER shall be acquired by
                  LSI in  exchange  solely  for  3,000,000  shares of LSI voting
                  stock  (Exhibit A); that the  remaining  15% of the issued and

<PAGE>

                  outstanding  capital stock of WAREVER shall be available to be
                  acquired by LSI in exchange solely for 2,500,000 shares of LSI
                  voting stock through option  agreements  (Exhibits  B-F); that
                  this transaction  qualify as a tax-free  reorganization  under
                  Section  368(a)(l)(B) of the Internal Revenue Code of 1954, as
                  amended, and related sections thereunder.


                           III. PLAN OF REORGANIZATION

         A. Reorganization and Acquisition:  (1) LSI shall acquire a majority of
         the Assets,  Businesses and Capital Stock of WAREVER, and WAREVER shall
         become  and be a  majority-owned  subsidiary  of LSI,  on the terms and
         conditions  which  follow and are provided in this  Agreement;  (2) LSI
         shall issue to the shareholders of WAREVER, as WAREVER shall direct, an
         aggregate of 3,000,000  (three  million)  shares of the common stock of
         LSI for 85% of the  issued  and  outstanding  capital  stock of WAREVER
         (Exhibit A); (3) WAREVER shall issue to LSI options  (Exhibits  B-F) to
         acquire the remaining 15% of the issued and  outstanding  capital stock
         of WAREVER in exchange solely for 2,500,000 shares of LSI voting stock.

         B. Transfer of control:  The Existing Directors of WAREVER shall remain
         as the Officers and Directors of the corporation.

         C.   Surviving   Corporations:   Both   Companies   shall  survive  the
         Reorganization  as  indicated  above,  such that after  Reorganization,
         WAREVER shall be a majority- owned subsidiary of LSI.

         D.  Closing/Effective  Date: This Plan of  Reorganization  shall become
         effective  immediately upon approval and adoption by Corporate  parties
         hereto, in the manner provided by the law of its place of incorporation
         and its constituent corporate documents.

         E. Further  Assurance,  Good Faith and Fair  Dealing:  The directors of
         each Company  shall and will execute and deliver any and all  necessary
         documents,  acknowledgements and assurances and to do all things proper
         to confirm or  acknowledge  any and all  rights,  titles and  interests
         created or confirmed herein; and both companies covenant hereby to deal
         fairly and in good faith with each other and each others shareholders.

         F.  Construction:  This Plan of Reorganization  and the resulting legal
         relations between the parties hereto shall be governed by and construed
         in accordance with the laws of the State of Nevada.


         G. Representations & Undertakings by WAREVER:

         WAREVER represents and warrants as follows:

         (1) The assets held by WAREVER are with  liabilities that are reflected
         in statements to be provided;  any  obligations are in the usual course
         of business;  and no such  contracts or obligations in the usual course
         of business are liens or other liabilities  which, if disclosed,  would
         alter   substantially   the   financial   condition  of  this  proposed
         acquisition herein.

         (2) There have not been,  and prior to the closing  date there will not
         be, any material  adverse  changes in the  financial  position of these
         contracts, except changes arising in the ordinary course of business.

         (3) WAREVER is not involved in any pending or threatened  litigation or
         governmental   investigation   or  proceeding  not  reflected  in  such
         financial  statement or  otherwise  disclosed in writing to LSI and, to
         the knowledge of WAREVER, or its holders, no litigation,  is pending or
         threatened against WAREVER.

II.  REPRESENTATIONS AND UNDERTAKINGS BY LSI:

         LSI represents and warrants as follows:

         (1) As of the  closing  date,  the LSI  shares to be  delivered  to the
         Stockholders  will  constitute  valid and legally issued shares of LSI,
         fully paid and  nonassessable,  and will be legally  equivalent  in all
         respects to the common  stock of LSI issued and  outstanding  as of the
         date hereof.

<PAGE>

         (2) The officers of LSI are duly  authorized to execute this  agreement
         pursuant to authorization of its Board of Directors.

         (3) The financial  statements of LSI, are true and complete statements,
         as of that date, of its  financial  condition,  and fairly  present the
         results of its  operations  for such period;  there are no  substantial
         liabilities,   either  fixed  or  contingent,  not  reflected  in  such
         financial  statements  other than contracts or obligations in the usual
         course of business are liens or other liabilities,  which if disclosed,
         would alter  substantially the financial condition of LSI, as reflected
         in such financial statements. Within 12 months after the reorganization
         and  acquisition  takes  place,  if it is found that there are material
         liabilities if LSI which were not previously disclosed, which may cause
         the directors,  officers,  and/or  shareholders to be liable or at risk
         for liability,  or that could  adversely  affect the performance of the
         company,  Warever  will have the  option  to  rescind  the  acquisition
         agreement.  If recision take place,  Warever  shareholders will forfeit
         all shares of LSI  stock,  and LSI will  forfeit  all shares of Warever
         stock.

         (4) There have not been,  and prior to the closing  date there will not
         be, any  material  adverse  changes in the  financial  position of LSI,
         except  changes  arising in the  ordinary  course of business  and this
         proposed reorganization.

         (5) To the best knowledge of LSI, its Officers,  Directors or Principal
         Shareholder,   LSI  is  not  involved  in  any  pending  or  threatened
         litigation or governmental investigation or proceeding not reflected in
         such financial statements or otherwise disclosed in writing to WAREVER.

         (6) As of the closing  date,  LSI will be in good  standing as a Nevada
         corporation with total authorized  capital  consisting of Fifty Million
         shares of $0.001 par value common shares.

         I. Confidentiality: The Parties hereto agree that the information which
         each intends to impart to the other subsequent to the execution thereof
         shall not be  disclosed  to any other third party and each person shall
         take  reasonable  precautions to prevent  disclosure of any information
         and know-how to any entity for any use,  including  but not limited to,
         commercial  use. The parties hereto further agree to keep  confidential
         all  proprietary  information.  The parties  furthermore  agree to keep
         confidential  any and all names,  telephone or telex  numbers,  and any
         other matters considered confidential arising from this Agreement.

         J. Counterpart: This Agreement may be signed by facsimile.  Counterpart
         originals will also be signed by both parties.



     This Reorganization  Agreement is executed on behalf of each company by its
duly  authorized  representatives,  and attested to, pursuant to the laws of its
respective  places  of  incorporation  and in  accordance  with its  constituent
documents.




         LSI Communications, Inc.                         Warever, Inc.



         /s/ W.L. Campbell                                /s/ Craig R. Hendricks
         -----------------                                ----------------------
         W.L. Campbell                                    Craig R. Hendricks
         President and Director                           President and Director



         /s/ Fred C. Rahn
         -----------------
         Fred C. Rahn
         Secretary and Director

<PAGE>

<TABLE>
<CAPTION>

Warever, Inc.

                                                 3,000,000              2,500,000    5,500,000
                                                  Shares                 Options       Shares
Allocation of Stock        Total        85%      of Stock     15%        of Stock     of Stock
& Options                  Stock       Sold      From LSI   Optioned     From LSI     From LSI
- - -----------------------------------------------------------------------------------------------
<S>                      <C>        <C>        <C>          <C>         <C>          <C>
Ross Wolfley               15,000     12,750     149,900      2,250       124,916      274,816
Don Robinson               30,000     25,500     299,800      4,500       249,834      549,634
Steve Carlson             100,000     85,000     999,330     15,000       832,775    1,832,105
Craig Hendricks           100,000     85,000     999,330     15,000       832,775    1,832,105
Lona Hendricks             55,201     46,921     551,640      8,280       459,700    1,011,340

- - -----------------------------------------------------------------------------------------------
Total                      300,201   255,171   3,000,000     45,030     2,500,000    5,500,000
                           =======   =======   =========     ======     =========    =========
</TABLE>

<PAGE>

                                OPTION AGREEMENT

     This  AGREEMENT IS made and entered into on this 20th day of November 1998,
by and between the Parties, as identified hereinafter, respectively.



                                 I. THE PARTIES

         A.  LSI Communications, Inc. ("LSI") is a public Nevada Corporation.

         B.  Craig R. Hendricks ("Stockholder") is an individual.

         C.  Warever, Inc. ("Warever") is a private Utah Corporation.


                 II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
                                    FOLLOWS:

         A. Identification of Warever, Inc. Warever, Inc. is a Utah Corporation,
         having its principal place of business in Draper,  Utah. The only class
         of stock of Warever, Inc. is common stock.

         B.  Representations.  Stockholder  has made no  representations  to LSI
         concerning the financial condition of Warever.  Stockholder has made no
         representations  or warranties  concerning  the future value of Warever
         stock,  future earnings of Warever stock, or any other  representations
         concerning Warever, except as are identified herein.

         C.  Stock  Ownership.  Stockholder  is the owner of  100,000  shares of
         common stock of Warever. Stockholder will not transfer or assign any of
         such  stock  until  expiration  of this  option  agreement,  except  as
         directed  in the Plan of  Reorganization  and  Acquistion  by which LSI
         Communications, Inc. shall acquire Warever, Inc.

         D.  Option  Grant to LSI.  For a period of sixty days after  January 1,
         2000,  Stockholder  grants  LSI  an  exclusive  right  to  acquire  the
         remaining 15,000 shares of common stock of Warever, representing all of
         those shares  identified in paragraph  II.C.  not being part of the 85%
         exchanged in the Plan of  Reorganization  and  Acquisition by which LSI
         Communications,   Inc.  shall  acquire   Warever,   Inc.,   above.  The
         acquisition  price of the 15,000 shares shall be for 832,775  shares of
         the common stock of LSI.

         E. Construction.  This agreement shall be liberally  construed in favor
         of granting an exclusive  option upon the terms  specified  herein.  In
         furtherance  thereof,  this Agreement  shall be construed in accordance
         with the laws and statutes of the State of Nevada,  being the principal
         place of business of LSI.

         F. Advise to Seek Legal  Counsel.  Stockholder  has sought and obtained
         the advice of counsel  prior to  entering  this  Agreement  or has been
         strongly advised to obtain legal counsel concerning the advisability of
         entering this Agreement. In entering this Agreement, Stockholder is not
         relying upon any statements,  representations,  or opinions of: (a) any
         attorneys or counsel for or of LSI or Warever; (b) any representatives,
         agents,  officers,  employees,  or directors of LSI or Warever; or (c )
         any person other than his retained legal attorney.

         G. Notices. Notices to Stockholder shall be delivered to ______________
         _______________________________________________________________________
         Notices to LSI shall be delivered to: W. L.  Campbell,  905 North Pines
         Road,  Suite A,  Spokane,  WA 99206.  All notices shall be delivered by
         certified mail with a return receipt  requested,  by overnight courier,
         or by facsimile. All notices shall be complete upon delivery.

         H. Cooperation.  Stockholder  agrees to fully cooperate with LSI in the
         event that LSI elects to  exercise  any  rights  under this  Agreement.
         Stockholder  shall take no action  which would  obstruct the ability of
         LSI to exercise its

<PAGE>

         rights under this Agreement.

         I. Procedure for Exercising  Option.  LSI may exercise its rights under
         this  Agreement  by giving  written  notice to the  Shareholder  in the
         manner specified in paragraph 11.6.,  above.  Such written notice shall
         be in any  reasonable  form  sufficient  to notify  Stockholder  of the
         exercising  of the option.  Full payment shall be due upon the delivery
         of any or all shares from  Stockholder  to LSI. Upon  exercising of any
         options,  Stockholder shall arrange for delivery of existing shares, if
         any, to LSI within five business days.

         J. Severability.  In the event that any section or paragraph  contained
         herein shall be invalid,  unlawful,  or  unenforceable,  the  remainder
         shall be severable,  valid, and effective as if such invalid, unlawful,
         or unenforceable section or paragraph was not contained herein.

         K. Consideration.  In consideration of the Agreements contained herein,
         LSI  is  providing  the  sum  of  One  Hundred  Dollars   ($100.00)  to
         Stockholder.  Stockholder  accepts  such  amount  as full and  complete
         consideration for this Agreement.

         L.  Complete  Agreement.  This  Agreement  is  the  full  and  complete
         agreement   between   the   parties.   There  are  no   agreements   or
         understandings between the parties which are not contained herein.

         M. Binding Effect. This Option Agreement shall inure to the benefit of;
         and be binding  upon the  parties  hereto and their  respective  heirs,
         personal representatives, successors and permitted assigns. Stockholder
         may not assign its rights or  obligations  hereunder  without the prior
         express written consent of LSI in each instance.

IN WITNESS  WHEREOF,  the parties have executed this  Agreement upon the day and
year first above written.

          LSI Communications, Inc.                      Stockholder


          /s/ W.L. Campbell                             /s/ Craig R. Hendricks
          -----------------                             ----------------------
          W L Campbell                                  Craig R. Hendricks
          President and Director


<PAGE>

                                OPTION AGREEMENT

     This  AGREEMENT IS made and entered into on this 20th day of November 1998,
by and between the Parties, as identified hereinafter, respectively.



                                 I. THE PARTIES

          A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.

          B. Steve Carlson ("Stockholder") is an individual.

          C. Warever, Inc. ("Warever") is a private Utah Corporation.



                 II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
                                    FOLLOWS:

         A. Identification of Warever, Inc. Warever, Inc. is a Utah Corporation,
         having its principal place of business in Draper,  Utah. The only class
         of stock of Warever, Inc. is common stock.

         B.  Representations.  Stockholder  has made no  representations  to LSI
         concerning the financial condition of Warever.  Stockholder has made no
         representations  or warranties  concerning  the future value of Warever
         stock,  future earnings of Warever stock, or any other  representations
         concerning Warever, except as are identified herein.

         C.  Stock  Ownership.  Stockholder  is the owner of  100,000  shares of
         common stock of Warever. Stockholder will not transfer or assign any of
         such  stock  until  expiration  of this  option  agreement,  except  as
         directed  in the Plan of  Reorganization  and  Acquistion  by which LSI
         Communications, Inc. shall acquire Warever, Inc.

         D.  Option  Grant to LSI.  For a period of sixty days after  January 1,
         2000,  Stockholder  grants  LSI  an  exclusive  right  to  acquire  the
         remaining 15,000 shares of common stock of Warever, representing all of
         those shares  identified in paragraph  11.C.  not being part of the 85%
         exchanged in the Plan of  Reorganization  and  Acquisition by which LSI
         Communications,   Inc.  shall  acquire   Warever,   Inc.,   above.  The
         acquisition  price of the 15,000 shares shall be for 832,775  shares of
         the common stock of LSI.

         E. Construction.  This agreement shall be liberally  construed in favor
         of granting an exclusive  option upon the terms  specified  herein.  In
         furtherance  thereof;  this Agreement  shall be construed in accordance
         with the laws and statutes of the State of Nevada,  being the principal
         place of business of LSI.

         F. Advise to Seek Legal  Counsel.  Stockholder  has sought and obtained
         the advice of counsel  prior to  entering  this  Agreement  or has been
         strongly advised to obtain legal counsel concerning the advisability of
         entering this Agreement. In entering this Agreement, Stockholder is not
         relying upon any statements,  representations,  or opinions of: (a) any
         attorneys or counsel for or of LSI or Warever; (b) any representatives,
         agents, officers, employees, or directors of LSI or Warever; or (c) any
         person other than his retained legal attorney.


         G. Notices. Notices to Stockholder shall be delivered to ______________
         _______________________________________________________________________
         Notices to LSI shall be delivered to: W. L.  Campbell,  905 North Pines
         Road,  Suite A,  Spokane,  WA 99206.  All notices shall be delivered by
         certified mail with a return receipt  requested,  by overnight courier,
         or by facsimile. All notices shall be complete upon delivery.

<PAGE>

         H. Cooperation.  Stockholder  agrees to fully cooperate with LSI in the
         event that LSI elects to  exercise  any  rights  under this  Agreement.
         Stockholder  shall take no action  which would  obstruct the ability of
         LSI to exercise its rights under this Agreement.

         I. Procedure for Exercising  Option.  LSI may exercise its rights under
         this  Agreement  by giving  written  notice to the  Shareholder  in the
         manner specified in paragraph 11.6.,  above.  Such written notice shall
         be in any  reasonable  form  sufficient  to notify  Stockholder  of the
         exercising  of the option.  Full payment shall be due upon the delivery
         of any or all shares from  Stockholder  to LSI. Upon  exercising of any
         options,  Stockholder shall arrange for delivery of existing shares, if
         any, to LSI within five business days.

         J. Severability.  In the event that any section or paragraph  contained
         herein shall be invalid,  unlawful,  or  unenforceable,  the  remainder
         shall be severable,  valid, and effective as if such invalid, unlawful,
         or unenforceable section or paragraph was not contained herein.

         K. Consideration.  In consideration of the Agreements contained herein,
         LSI  is  providing  the  sum  of  One  Hundred  Dollars   ($100.00)  to
         Stockholder.  Stockholder  accepts  such  amount  as full and  complete
         consideration for this Agreement.

         L.  Complete  Agreement.  This  Agreement  is  the  full  and  complete
         agreement   between   the   parties.   There  are  no   agreements   or
         understandings between the parties which are not contained herein.

         M. Binding Effect. This Option Agreement shall inure to the benefit of;
         and be binding  upon the  parties  hereto and their  respective  heirs,
         personal representatives, successors and permitted assigns. Stockholder
         may not assign its rights or  obligations  hereunder  without the prior
         express written consent of LSI in each instance.

IN WITNESS  WHEREOF,  the parties have executed this  Agreement upon the day and
year first above written.


          LSI Communications, Inc.                         Stockholder


          /s/ W.L. Campbell                                /s/ Steve Carlson
          -----------------                                -----------------
          W. L. Campbell                                   Steve Carlson
          President and Director


<PAGE>

                                OPTION AGREEMENT

    This  AGREEMENT IS made and entered into on this 20th day of November  1998,
by and between the Parties, as identified hereinafter, respectively.



                                 I. THE PARTIES

          A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.

          B. Lona Hendricks ("Stockholder") is an individual.

          C. Warever, Inc. ("Warever") is a private Utah Corporation.



                 II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
                                    FOLLOWS:

         A. Identification of Warever, Inc. Warever, Inc. is a Utah Corporation,
         having its principal place of business in Draper,  Utah. The only class
         of stock of Warever, Inc. is common stock.

         B.  Representations.  Stockholder  has made no  representations  to LSI
         concerning the financial condition of Warever.  Stockholder has made no
         representations  or warranties  concerning  the future value of Warever
         stock,  future earnings of Warever stock, or any other  representations
         concerning Warever, except as are identified herein.

         C. Stock Ownership. Stockholder is the owner of 55,201 shares of common
         stock of Warever.  Stockholder  will not transfer or assign any of such
         stock until expiration of this option agreement,  except as directed in
         the Plan of Reorganization and Acquisition by which LSI Communications,
         Inc. shall acquire Warever, Inc.

         D.  Option  Grant to LSI.  For a period of sixty days after  January 1,
         2000,  Stockholder  grants  LSI  an  exclusive  right  to  acquire  the
         remaining 8,280 shares of common stock of Warever,  representing all of
         those shares  identified in paragraph  II.C.  not being part of the 85%
         exchanged in the Plan of  Reorganization  and  Acquisition by which LSI
         Communications,   Inc.  shall  acquire   Warever,   Inc.,   above.  The
         acquisition  price of the 8,280 shares  shall be for 459,700  shares of
         the common stock of LSI.

         E. Construction.  This agreement shall be liberally  construed in favor
         of granting an exclusive  option upon the terms  specified  herein.  In
         furtherance  thereof;  this Agreement  shall be construed in accordance
         with the laws and statutes of the State of Nevada,  being the principal
         place of business of LSI.

         F. Advise to Seek Legal  Counsel.  Stockholder  has sought and obtained
         the advice of counsel  prior to  entering  this  Agreement  or has been
         strongly advised to obtain legal counsel concerning the advisability of
         entering this Agreement. In entering this Agreement, Stockholder is not
         relying upon any statements,  representations,  or opinions of: (a) any
         attorneys or counsel for or of LSI or Warever; (b) any representatives,
         agents, officers,  employees, or directors of LSI or Warever or (c) any
         person other than his retained legal attorney.

         G. Notices. Notices to Stockholder shall be delivered to ______________
         _______________________________________________________________________
         Notices to LSI shall be delivered to: W. L.  Campbell,  905 North Pines
         Road,  Suite A,  Spokane,  WA 99206.  All notices shall be delivered by
         certified mail with a return receipt  requested,  by overnight courier,
         or by facsimile. All notices shall be complete upon delivery.

<PAGE>

         H. Cooperation.  Stockholder  agrees to fully cooperate with LSI in the
         event that LSI elects to  exercise  any  rights  under this  Agreement.
         Stockholder  shall take no action  which would  obstruct the ability of
         LSI to exercise its rights under this Agreement.

         I. Procedure for Exercising  Option.  LSI may exercise its rights under
         this  Agreement  by giving  written  notice to the  Shareholder  in the
         manner specified in paragraph 11.6.,  above.  Such written notice shall
         be in any  reasonable  form  sufficient  to notify  Stockholder  of the
         exercising  of the option.  Full payment shall be due upon the delivery
         of any or all shares from  Stockholder  to LSI. Upon  exercising of any
         options,  Stockholder shall arrange for delivery of existing shares, if
         any, to LSI within five business days.

         J. Severability.  In the event that any section or paragraph  contained
         herein shall be invalid,  unlawful,  or  unenforceable,  the  remainder
         shall be severable,  valid, and effective as if such invalid, unlawful,
         or unenforceable section or paragraph was not contained herein.

         K. Consideration.  In consideration of the Agreements contained herein,
         LSI  is  providing  the  sum  of  One  Hundred  Dollars   ($100.00)  to
         Stockholder.  Stockholder  accepts  such  amount  as full and  complete
         consideration for this Agreement.

         L.  Complete  Agreement.  This  Agreement  is  the  full  and  complete
         agreement   between   the   parties.   There  are  no   agreements   or
         understandings between the parties which are not contained herein.

         M. Binding Effect. This Option Agreement shall inure to the benefit of;
         and be binding  upon the  parties  hereto and their  respective  heirs,
         personal representatives, successors and permitted assigns. Stockholder
         may not assign its rights or  obligations  hereunder  without the prior
         express written consent of LSI in each instance.


IN WITNESS  WHEREOF,  the parties have executed this  Agreement upon the day and
year first above written.

          LSI Communications, Inc.                        Stockholder



          /s/ W. L. Campbell                              /s/ Lona Hendricks
          ------------------                              ------------------
          W. L. Campbell                                  Lona Hendricks
          President and Director

<PAGE>

                                OPTION AGREEMENT

     This  AGREEMENT IS made and entered into on this 20th day of November l998,
by and between the Parties, as identified hereinafter, respectively.



                                 I. THE PARTIES

                A.   LSI  Communications,  Inc.  ("LSI")  is  a  public   Nevada
         Corporation.

                B.   Don Robinson ("Stockholder") is an individual.

                C.   Warever, Inc. ("Warever") is a private Utah Corporation.



                 II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
                                    FOLLOWS:

         A. Identification of Warever, Inc. Warever, Inc. is a Utah Corporation,
         having its principal place of business in Draper,  Utah. The only class
         of stock of Warever, Inc. is common stock.

         B.  Representations.  Stockholder  has made no  representations  to LSI
         concerning the financial condition of Warever.  Stockholder has made no
         representations  or warranties  concerning  the future value of Warever
         stock,  future earnings of Warever stock, or any other  representations
         concerning Warever, except as are identified herein.

         C. Stock Ownership. Stockholder is the owner of 30,000 shares of common
         stock of Warever.  Stockholder  will not transfer or assign any of such
         stock until expiration of this option agreement,  except as directed in
         the Plan of Reorganization and Acquistion by which LSI  Communications,
         Inc. shall acquire Warever, Inc.

         D.  Option  Grant to LSI.  For a period of sixty days after  January 1,
         2000,  Stockholder  grants  LSI  an  exclusive  right  to  acquire  the
         remaining 4,500 shares of common stock of Warever,  representing all of
         those shares  identified in paragraph  11.C.  not being part of the 85%
         exchanged in the Plan of  Reorganization  and  Acquisition by which LSI
         Communications,   Inc.  shall  acquire   Warever,   Inc.,   above.  The
         acquisition  price of the 4,500 shares  shall be for 249,834  shares of
         the common stock of LSI.

         E. Construction.  This agreement shall be liberally  construed in favor
         of granting an exclusive  option upon the terms  specified  herein.  In
         furtherance  thereof;  this Agreement  shall be construed in accordance
         with the laws and statutes of the State of Nevada,  being the principal
         place of business of LSI.

         F. Advise to Seek Legal  Counsel.  Stockholder  has sought and obtained
         the advice of counsel  prior to  entering  this  Agreement  or has been
         strongly advised to obtain legal counsel concerning the

<PAGE>

         advisability  of entering this  Agreement.  In entering this Agreement,
         Stockholder  is not relying upon any  statements,  representations,  or
         opinions  of: (a) any  attorneys  or counsel  for or of LSI or Warever;
         (',)any representatives,  agents, officers,  employees, or directors of
         LSI or  Warever;  or (c) any  person  other  than  his  retained  legal
         attorney.

         G.  Notices.  Notices  to  Stockholder  shall be  delivered  to 2815 S.
         Highland  Drive,  Salt Lake  City,  UT 84106.  Notices  to LSI shall be
         delivered to W.L. Campbell,  905 North Pines Road, Suite A, Spokane, WA
         99206.  All notices shall be delivered by certified  mail with a return
         receipt requested,  by overnight courier, or by facsimile.  All notices
         shall be complete upon delivery.

         H. Cooperation.  Stockholder  agrees to fully cooperate with LSI in the
         event that LSI elects to  exercise  any  rights  under this  Agreement.
         Stockholder  shall take no action  which would  obstruct the ability of
         LSI to exercise its rights under this Agreement.

         I. Procedure for Exercising  Option.  LSI may exercise its rights under
         this  Agreement  by giving  written  notice to the  Shareholder  in the
         manner specified in paragraph 11.6.,  above.  Such written notice shall
         be in any  reasonable  form  sufficient  to notify  Stockholder  of the
         exercising  of the option.  Full payment shall be due upon the delivery
         of any or all shares from  Stockholder  to LSI. Upon  exercising of any
         options,  Stockholder shall arrange for delivery of existing shares, if
         any, to LSI within five business days.

         J. Severability.  In the event that any section or paragraph  contained
         herein shall be invalid,  unlawful,  or  unenforceable,  the  remainder
         shall be severable,  valid, and effective as if such invalid, unlawful,
         or unenforceable section or paragraph was not contained herein.

         K. Consideration.  In consideration of the Agreements contained herein,
         LSI  is  providing  the  sum of  One  Hundred  Dollars  (S  100.00)  to
         Stockholder.  Stockholder  accepts  such  amount  as full and  complete
         consideration for this Agreement.

         L.  Complete  Agreement.  This  Agreement  is  the  full  and  complete
         agreement   between   the   parties.   There  are  no   agreements   or
         understandings between the parties which are not contained herein.

         M. Binding Effect. This Option Agreement shall inure to the benefit of;
         and be binding  upon the  parties  hereto and their  respective  heirs,
         personal representatives, successors and permitted assigns. Stockholder
         may not assign its rights or  obligations  hereunder  without the prior
         express written consent of LSI in each instance.


IN WITNESS  WHEREOF,  the parties have executed this  Agreement upon the day and
year first above written.

          LSI Communications, Inc.                          Stockholder


          /s/ W.L. Campbell                                 /s/ Don Robinson
          -----------------                                 ----------------
          W.L. Campbell                                     Don Robinson
          President and Director

<PAGE>

                                OPTION AGREEMENT

     This  AGREEMENT IS made and entered into on this 20th day of November 1998,
by and between the Parties, as identified hereinafter, respectively.



                                 I. THE PARTIES

         A. LSI Communications, Inc. ("L SI") is a public Nevada Corporation.

         B. Ross Wolfley ("Stockholder") is an individual.

         C. Warever, Inc. ("Warever") is a private Utah Corporation.



                 II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
                                    FOLLOWS:

         A. Identification of Warever, Inc. Warever, Inc. is a Utah Corporation,
         having its principal place of business in Draper,  Utah. The only class
         of stock of Warever, Inc. is common stock.

         B.  Representations.  Stockholder  has made no  representations  to LSI
         concerning the financial condition of Warever.  Stockholder has made no
         representations  or warranties  concerning  the future value of Warever
         stock,  future earnings of Warever stock, or any other  representations
         concerning Warever, except as are identified herein.

         C. Stock Ownership. Stockholder is the owner of 15,000 shares of common
         stock of Warever.  Stockholder  will not transfer or assign any of such
         stock until expiration of this option agreement,  except as directed in
         the Plan of Reorganization and Acquistion by which LSI  Communications,
         Inc. shall acquire Warever, Inc.

         D.  Option  Grant to LSI.  For a period of sixty days after  January 1,
         2000,  Stockholder  grants  LSI  an  exclusive  right  to  acquire  the
         remaining 2,250 shares of common stock of Warever,  representing all of
         those shares  identified in paragraph  11.C.  not being part of the 35%
         exchanged in the Plan of  Reorganization  and  Acquisition by which LSI
         Communications,   Inc.  shall  acquire   Warever,   Inc.,   above.  The
         acquisition  price of the 2,250 shares  shall be for 124,916  shares of
         the common stock of LSI.

         E. Construction.  This agreement shall be liberally  construed in favor
         of granting an exclusive  option upon the terms  specified  herein.  In
         furtherance  thereof,  this Agreement  shall be construed in accordance
         with the laws and statutes of the State of Nevada,  being the principal
         place of business of LSI.

         F. Advise to Seek Legal  Counsel.  Stockholder  has sought and obtained
         the advice of counsel  prior to  entering  this  Agreement  or has been
         strongly advised to obtain legal counsel concerning the advisability of
         entering this Agreement. In entering this Agreement, Stockholder is not
         relying upon any statements,  representations,  or opinions of: (a) any
         attorneys or counsel for or of LSI or Warever; (0) any representatives,
         agents, officers, employees, or directors of LSI or Warever; or (c) any
         person other than his retained legal attorney.


         G. Notices. Notices to Stockholder shall be delivered to ______________
         _______________________________________________________________________
         Notices to LSI shall be delivered to: W. L.  Campbell,  905 North Pines
         Road,  Suite A,  Spokane,  WA 99206.  All notices shall be delivered by
         certified mail with a return receipt  requested,  by overnight courier,
         or by facsimile. All notices shall be complete upon delivery.

<PAGE>

         H. Cooperation.  Stockholder  agrees to fully cooperate with LSI in the
         event that LSI elects to  exercise  any  rights  under this  Agreement.
         Stockholder  shall take no action  which would  obstruct the ability of
         LSI to exercise its rights under this Agreement.

         I. Procedure for Exercising  Option.  LSI may exercise its rights under
         this  Agreement  by giving  written  notice to the  Shareholder  in the
         manner specified in paragraph 11.6.,  above.  Such written notice shall
         be in any  reasonable  form  sufficient  to notify  Stockholder  of the
         exercising  of the option.  Full payment shall be due upon the delivery
         of any or all shares from  Stockholder  to LSI. Upon  exercising of any
         options,  Stockholder shall arrange for delivery of existing shares, if
         any, to LSI within five business days.

         J. Severability.  In the event that any section or paragraph  contained
         herein shall be invalid,  unlawful,  or  unenforceable,  the  remainder
         shall be severable,  valid, and effective as if such invalid, unlawful,
         or unenforceable section or paragraph was not contained herein.

         K. Consideration.  In consideration of the Agreements contained herein,
         LSI  is  providing  the  sum  of  One  Hundred  Dollars   ($100.00)  to
         Stockholder.  Stockholder  accepts  such  amount  as full and  complete
         consideration for this Agreement.

         L.  Complete  Agreement.  This  Agreement  is  the  full  and  complete
         agreement   between   the   parties.   There  are  no   agreements   or
         understandings between the parties which are not contained herein.

         M. Binding Effect. This Option Agreement shall inure to the benefit of;
         and be binding  upon the  parties  hereto and their  respective  heirs,
         personal representatives, successors and permitted assigns. Stockholder
         may not assign its rights or  obligations  hereunder  without the prior
         express written consent of LSI in each instance.


IN WITNESS  THEREOF,  the parties have executed this  Agreement upon the day and
year first above written.

                 LSI Communications, Inc.                Stockholder



                 /s/ W.L. Campbell                       /s/ Ross Wolfley
                 -----------------                       ----------------
                 W.L. Campbell                           Ross Wolfley
                 President and Director



                               PLAN OF ACQUISITION

                                    BY WHICH


                            LSI Communications, Inc.
                             (A NEVADA CORPORATION)

                                  SHALL ACQUIRE

                            Coaching Institute, Inc.
                              (A UTAH CORPORATION)

     This Plan of  Acquisition  is made and dated this 21st day of June 1999, by
and between the Parties, as identified hereinafter, respectively.

                                 I. THE PARTIES

         A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.

         B. Coaching Institute,  Inc.  ("Coaching  Institute") is a private Utah
         Corporation

                                  II. RECITALS

         A. The Capital of the Parties:

                  1. The Capital of LSI consists of 50,000,000  shares of common
                  voting  stock  of  $.001  par  value   authorized,   of  which
                  approximately  6,072,182  shall be  issued or  outstanding  at
                  closing.

                  2. The Capital of  Coaching  Institute  consists of  1,000,000
                  shares of common voting stock of no par value  authorized,  of
                  which 100,000 shares are issued and outstanding.

         B. The Background for the Acquisition:

                  1. Coaching  Institute has certain  intellectual  property and
                  contracts in place that generate  significant  annual revenue,
                  including  a contract to produce a fitness  video  series with
                  the MVP of the NBA, Karl Malone. Significant interest has been
                  shown  concerning  the use of Coaching's  services by numerous
                  companies and other significant parties.

                  2. Coaching  Institute  has an interest to be  acquired/merged
                  with a public corporation, and

                  3. LSI wishes to acquire  these assets and  maintain  Coaching
                  Institute,  Inc.,  a Utah  Corporation,  as a  majority  owned
                  subsidiary to generate  revenue for these  companies and other
                  significant  parties.  As  required  by law,  the vote for the
                  approval of this definitive Agreement and Reorganization shall
                  be  approved  by a vote of the  holders of a  majority  of the
                  issued and outstanding share of LSI and

                  4. The Parties  contemplate  and intend  that the  acquisition
                  will be a stock for stock transaction;  that 85% of the issued
                  and  outstanding  capital stock of COACHING  INSITUTE shall be
                  acquired by LSI in exchange solely for 2,500,000 shares of LSI
                  voting stock (Exhibit A); that the remaining 15% of the issued
                  and outstanding  capital stock of COACHING  INSTITUTE shall be
                  available  to be  acquired  by  LSI  in  exchange  solely  for
                  2,045,455 shares of LSI voting stock through option

<PAGE>

                  agreements  (Exhibits B-F); that this transaction qualify as a
                  tax-free  reorganization  under Section  368(a)(1)(13)  of the
                  Internal  Revenue  Code  of  1954,  as  amended,  and  related
                  sections thereunder.


                           III. PLAN OF REORGANIZATION

         A.  Reorganization  and Acquisition:  (1) LSI shall acquire the Assets,
         Businesses  and  Capital  Stock of  COACHING  INSTITUTE,  and  COACHING
         INSTITUTE  shall become and be a  majority-owned  subsidiary of LSI, on
         the  terms  and  conditions  which  follow  and  are  provided  in this
         Agreement;  (2)  LSI  shall  issue  to  the  shareholders  of  COACHING
         INSTITUTE,   as  COACHING  INSTITUTE  shall  direct,  an  aggregate  of
         2,500,000  (two  million five  hundred  thousand)  shares of the common
         stock of LSI for 85% of the issued  and  outstanding  capital  stock of
         COACHING  INSTITUTE  (Exhibit A); (3) COACHING INSTITUTE shall issue to
         LSI options  (Exhibits  B-F) to acquire the remaining 15% of the issued
         and outstanding  capital stock of COACHING INSTITUTE in exchange solely
         for 2,045,455 shares of LSI voting stock;

         B. Transfer of control:  The Existing  Directors of COACHING  INSTITUTE
         shall remain as the Officers and Directors of the corporation.

         C. Surviving Corporations: Both Companies shall survive the acquisition
         as indicated above,  such that after  acquisition,  COACHING  INSTITUTE
         shall be a majority owned subsidiary of LSI.

         D.  Closing/Effective  Date: This Plan of  Reorganization  shall become
         effective  immediately upon approval and adoption by Corporate  parties
         hereto, in the manner provided by the law of its place of incorporation
         and its constituent corporate documents.

         E. Further  Assurance,  Good Faith and Fair  Dealing:  The directors of
         each Company  shall and will execute and deliver any and all  necessary
         documents,  acknowledgements and assurances and to do all things proper
         to confirm or  acknowledge  any and all  rights,  titles and  interests
         created or confirmed herein;  and both companies  covenant to hereby to
         deal  fairly  and in  good  faith  with  each  other  and  each  others
         shareholders.


         F.  Construction:  This Plan of Reorganization  and the resulting legal
         relations between the parties hereto shall be governed by and construed
         in accordance with the laws of the State of Nevada.


         G. Representations & Undertakings by COACHING INSTITUTE:


                       COACHING INSTITUTE represents and warrants as follows:

                       (1)  The  assets  held by  COACHING  INSTITUTE  are  with
                       liabilities  that  are  reflected  in  statements  to  be
                       provided;  any  obligations  are in the  usual  course of
                       business;  and no such  contracts or  obligations  in the
                       usual course of business  are liens or other  liabilities
                       which,  if  disclosed,   would  alter  substantially  the
                       financial condition of this proposed acquisition herein.

                       (2) There have not been,  and prior to the  closing  date
                       there will not be, any  material  adverse  changes in the
                       financial  position of these  contracts,  except  changes
                       arising in the ordinary course of business.

                       (3) COACHING  INSTITUTE is not involved in any pending or
                       threatened  litigation or governmental  investigation  or
                       proceeding not reflected in such  financial  statement or
                       otherwise  disclosed  in  writing  to  LSI  and,  to  the
                       knowledge of COACHING

<PAGE>

                       INSTITUTE,  or its holders, no litigation,  is pending or
                       threatened against COACHING INSTITUTE.


         H. REPRESENTIONS AND UNDERTAKINGS BY LSI:

                  LSI represents and warrants as follows.

                  (1) As of the closing date,  the LSI shares to be delivered to
                  the  Stockholders  will  constitute  valid and legally  issued
                  shares  of LSI,  fully  paid  and  nonassessable,  and will be
                  legally  equivalent in all respects to the common stock of LSI
                  issued and outstanding as of the date hereof.

                  (2) The  officers of LSI are duly  authorized  to execute this
                  agreement pursuant to authorization of its Board of Directors.

                  (3) The  financial  statements  of LSI,  are true and complete
                  statements,  as of that date, of its financial condition,  and
                  fairly  present the results of its operations for such period;
                  there  are  no  substantial   liabilities,   either  fixed  or
                  contingent,  not reflected in such financial  statements other
                  than  contracts or obligations in the usual course of business
                  are  liens or other  liabilities,  which if  disclosed,  would
                  alter   substantially  the  financial  condition  of  LSI,  as
                  reflected in such financial statements. Within 12 months after
                  the reorganization and acquisition takes place, if it is found
                  that  there are  material  liabilities  of LSI which  were not
                  previously disclosed, which may cause the directors, officers,
                  and/or shareholders to be liable or at risk for liability,  or
                  that could  adversely  affect the  performance of the company,
                  Coaching  Institute  will  have  the  option  to  rescind  the
                  acquisition   agreement  if  recision  takes  place,  Coaching
                  Institute  shareholders  will forfeit all shares of LSI stock,
                  and LSI will forfeit all shares of Coaching Institute stock.

                  (4) There have not been,  and prior to the closing  date there
                  will not be, any  material  adverse  changes in the  financial
                  position of LSI, except changes arising in the ordinary course
                  of business and this proposed reorganization.

                  (5) To the best  knowledge of LSI, its Officers,  Directors or
                  Principal  Shareholder,  LSI is not involved in any pending or
                  threatened   litigation  or  governmental   investigation   or
                  proceeding  not  reflected  in such  financial  statements  or
                  otherwise disclosed in writing to COACHING INSTITUTE.

                  I.   Confidentiality:   The  Parties  hereto  agree  that  the
                  information   which  each  intends  to  impart  to  the  other
                  subsequent to the execution  thereof shall not be disclosed to
                  any other third party and each  person  shall take  reasonable
                  precautions  to  prevent  disclosure  of any  information  and
                  know-how to any entity for any use,  including but not limited
                  to,  commercial  use. The parties hereto further agree to keep
                  confidential   all   proprietary   information.   The  parties
                  furthermore  agree  to keep  confidential  any and all  names,
                  telephone or telex numbers,  and any other matters  considered
                  confidential arising from this Agreement.

                  J.  Counterpart:  This  Agreement  may be signed by facsimile.
                  Counterpart originals will also be signed by both parties.

     This Reorganization  Agreement is executed on behalf of each company by its
duly  authorized  representatives,  and attested to, pursuant to the laws of its
respective  places  of  incorporation  and in  accordance  with its  constituent
documents.

<PAGE>



LSI Communications, Inc.                            Coaching Institute, Inc.



/s/ Craig R. Hendricks                              /s/ Steven E. Carlson
- - ----------------------                              ---------------------
Craig R. Hendricks                                  Steven E. Carlson
President and Director                              Vice-President and Director


<PAGE>
<TABLE>
<CAPTION>

EXHIBIT A
                                                             85% PURCHASE       15% PURCHASE
                                                               15-Jun-99          1-Jan-01
                                                               LSI Shares        LSI Shares        Tot. Min
Name                   Total Shares        Percentage           Issued             Issued          LSI Shares
- - ---------------------------------------------------------------------------------------------------------------
<S>                     <C>              <C>               <C>                <C>             <C>
Craig R. Hendricks          42,500           42.50%            1.062,500          869,318         1,931,818
Steven E. Carlson           42,500           42.50%            1.062,500          869,318         1,931,818
Lona J. Hendricks            7,000            7.00%              175,000          143,182           318,182
Rick McAllister              6,000            6.00%              150,000          122,727           272,727
Roger Williams               2,000            2.00%               50,000           40,909            90,909
                           100,000                             2,500,000        2,045,455         4,545,455
</TABLE>


<PAGE>

                                    EXHIBIT B
                                OPTION AGREEMENT

     This  AGREEMENT IS made and entered into on this l5th day of June 1999,  by
and between the Parties as identified hereinafter, respectively.

                                 I. THE PARTIES

         A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.

         B. Craig R. Hendricks ("Stockholder") is an individual.

         C. Coaching Institute,  Inc.  ("Coaching  Institute") is a private Utah
         Corporation.

                 II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
                                    FOLLOWS:

         A. Identification of Coaching Institute,  Inc. Coaching Institute, Inc.
         is a Utah  Corporation,  having  its  principal  place of  business  in
         Draper,  Utah. The only class of stock of Coaching  Institute,  Inc. is
         common stock.

         B.  Representations.  Stockholder  has made no  representations  to LSI
         concerning the financial condition of Coaching  Institute.  Stockholder
         has made no representations  or warranties  concerning the future value
         of Coaching  Institute  stock,  future  earnings of Coaching  Institute
         stock,  or any other  representations  concerning  Coaching  Institute,
         except as are identified herein.

         C. Stock Ownership. Stockholder is the owner of 42,500 shares of common
         stock of Coaching  Institute.  Stockholder  will not transfer or assign
         any of such stock until expiration of this option agreement,  except as
         directed in the Plan of  Reorganization  and  Acquisition  by which LSI
         Communications, Inc. shall acquire Coaching Institute, Inc.

         D.  Option  Grant to LSI.  For a period of sixty days after  January 1,
         2001.  Stockholder  grants  LSI  an  exclusive  right  to  acquire  the
         remaining   6,375  shares  of  common  stock  of  Coaching   Institute,
         representing  all of those shares  identified  in paragraph  II.C.  not
         being part of the 85% exchanged in the Plan of Acquisition by which LSI
         Communications, Inc. shall acquire Coaching Institute, Inc., above. The
         acquisition  price of the 6,375 shares  shall be for 869,318  shares of
         the common stock of LSI.

         F. Construction.  This agreement shall be liberally  construed in favor
         of granting an exclusive  option upon the terms  specified  herein.  In
         furtherance  thereof,  this Agreement  shall be construed in accordance
         with the laws and statutes of the State of Nevada,  being the principle
         place of business of LSI.

         F. Advise to Seek Legal  Counsel.  Stockholder  has sought and obtained
         the advise of counsel  prior to  entering  this  Agreement  or has been
         strongly advised to obtain legal counsel concerning the advisability of
         entering this Agreement. In entering this Agreement, Stockholder is not
         relying upon any statements,  representations,  or opinions of: (a) any
         attorneys  or  counsel  for or of LSI or  Coaching  Institute;  (b) any
         representatives,  agents,  officers,  employees, or directors of LSI or
         Coaching  Institute;  or (c) any person other than his  retained  legal
         attorney.

<PAGE>

         G. Notices. Notices to Stockholder shall be delivered to ______________
         _______________________________________________________________________
         Notices to LSI shall be  delivered  to: 112 West  Business  Park Drive,
         Draper, UT 84020. All notices shall be delivered by certified mail with
         a return receipt requested, by overnight courier, or by facsimile.  All
         notices shall be complete upon delivery.

         H. Cooperation.  Stockholder  agrees to fully cooperate with LSI in the
         event  that LSI elects to  exercise  any  rights  under this  Agreement
         Stockholder  shall take no action  which would  obstruct the ability of
         LSI to exercise its rights under this Agreement

         I. Procedure for Exercising  Option.  LSI may exercise its rights under
         this  Agreement  by giving  written  notice to the  Shareholder  in the
         manner  specified in Paragraph II. G. above.  Such written notice shall
         be in any  reasonable  form  sufficient  to notify  Stockholder  of the
         exercising  of the option.  Full payment  shall be due upon delivery of
         any or all shares  from  Stockholder  to LSI.  Upon  exercising  of any
         options,  Stockholder shall arrange for delivery of existing shares, if
         any, to LSI within five business days.

         J. Severability.  In the event that any section or paragraph  contained
         herein shall be invalid,  unlawful,  or  unenforceable,  the  remainder
         shall be severable,  valid, and effective as if such invalid, unlawful,
         or unenforceable section or paragraph was not contained herein.

         K. Consideration.  In consideration of the Agreements contained herein,
         LSI  is  providing  the  sum  of  One  Hundred  Dollars   ($100.00)  to
         Stockholder.  Stockholder  accepts  such  amount  as full and  complete
         consideration for this Agreement

         L.  Complete  Agreement.  This  agreement  is  the  full  and  complete
         agreement   between   the   parties.   There  are  no   agreements   or
         understandings between the parties which are not contained herein.

         M. Binding Effect. This Option Agreement shall inure to the benefit of,
         and be binding  upon the  parties  hereto and their  respective  heirs,
         personal representatives, successors and permitted assigns. Stockholder
         may not assign its rights or  obligations  hereunder  without the prior
         express written consent of LSI in each instance.

IN WITNESS  WHEREOF,  the parties have executed this  Agreement upon the day and
year first above written.

         LSI Communications, Inc.                       Stockholder


         /s/ Craig R. Hendricks                         /s/ Craig R. Hendricks
         ----------------------                         ----------------------
         Craig R. Hendricks                             Craig R. Hendricks
         President and Director


<PAGE>

                                    EXHIBIT C
                                OPTION AGREEMENT

     This  AGREEMENT IS made and entered into on this 15th day of June 1999,  by
and between the Parties as identified hereinafter, respectively.

                                 I. THE PARTIES

         A. LSI Communications, Inc. ("LSI') is a public Nevada Corporation.

         B. STEVEN E. CARLSON ("Stockholder") is an individual.

         C. Coaching Institute,  Inc.  ("Coaching  Institute") is a private Utah
         Corporation.


                 II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
                                    FOLLOWS:

         A. Identification of Coaching Institute,  Inc. Coaching Institute, Inc.
         is a Utah  Corporation,  having  its  principal  place of  business  in
         Draper,  Utah. The only class of stock of Coaching  Institute,  Inc. is
         common stock.

         B.  Representations.  Stockholder  has made no  representations  to LSI
         concerning the financial condition of Coaching  Institute.  Stockholder
         has made no representations  or warranties  concerning the future value
         of Coaching  Institute  stock,  future  earnings of Coaching  Institute
         stock,  or any other  representations  concerning  Coaching  Institute,
         except as are identified herein.

         C. Stock Ownership. Stockholder is the owner of 42,500 shares of common
         stock of Coaching  Institute.  Stockholder  will not transfer or assign
         any of such stock until expiration of this option agreement,  except as
         dictated in the Plan of  Reorganization  and  Acquisition  by which LSI
         Communications, Inc. shall acquire Coaching Institute, Inc.

         D.  Option  Grant to LSI.  For a period of sixty days after  January 1,
         2001.  Stockholder  grants  LSI  an  exclusive  right  to  acquire  the
         remaining   6,375  shares  of  common  stock  of  Coaching   Institute,
         representing  all of those shares  identified  in paragraph  ll.C.  not
         being part of the 85% exchanged in the Plan of Acquisition by which LSI
         Communications, Inc. shall acquire Coaching Institute, Inc., above. The
         acquisition  price of the 6,375 shares  shall be for 869,318  shares of
         the common stock of LSI.

         E. Construction.  This agreement shall be liberally  construed in favor
         of granting an exclusive  option upon the terms  specified  herein.  In
         furtherance  thereof,  this Agreement  shall be construed in accordance
         with the laws and statues of the State of Nevada,  being the  principal
         place of business of LSI.

         F. Advise to Seek Legal  Counsel.  Stockholder  has sought and obtained
         the advise of counsel  prior to  entering  this  Agreement  or has been
         strongly advised to obtain legal counsel concerning the advisability of
         entering this Agreement. In entering this Agreement, Stockholder is not
         relying upon any statements,  representations,  or opinions of: (a) any
         attorneys  or counsel  for or of LSI or  Coaching  Institute;  (1,) any
         representatives,  agents,  officers,  employees, or directors of LSI or
         Coaching  Institute;  or (c) any person other thin his  retained  legal
         attorney.

<PAGE>

         G. Notices. Notices to Stockholder shall be delivered to ______________
         _______________________________________________________________________
         Notices to LSI shall be  delivered  to: 112 West  Business  Park Drive,
         Draper, UT 84020. All notices shall be delivered by certified mail with
         a return receipt requested, by overnight courier, or by facsimile.  All
         notices shall be complete upon delivery.

         H. Cooperation.  Stockholder  agrees to fully cooperate with LSI in the
         event  that LSI elects to  exercise  any  rights  under this  Agreement
         Stockholder  shall take no action  which would  obstruct the ability of
         LSI to exercise its rights under this Agreement.

         I. Procedure for Exercising  Option.  LSI may exercise its rights under
         this  Agreement  by giving  written  notice to the  Shareholder  in the
         manner specified in paragraph II. G., above.  Such written notice shall
         be in any  reasonable  form  sufficient  to notify  Stockholder  of the
         exercising  of the option.  Full payment  shall be due upon delivery of
         any or all shares  from  Stockholder  to LSI.  Upon  exercising  of any
         options,  Stockholder shall arrange for delivery of existing shares, if
         any, to LSI within five business days.

         J. Severability.  In the event that any section or paragraph  contained
         herein shall be invalid,  unlawful,  or  unenforceable,  the  remainder
         shall be severable,  valid, and effective as if such invalid, unlawful,
         or unenforceable section or paragraph was not contained herein.

         K. Consideration.  In consideration of the Agreements contained herein,
         LSI  is  providing  the  sum  of  One  Hundred  Dollars   ($100.00)  to
         Stockholder.  Stockholder  accepts  such  amount  as full and  complete
         consideration for this Agreement

         L.  Complete  Agreement.  This  agreement  is  the  full  and  complete
         agreement   between   the   parties.   There  are  no   agreements   or
         understandings between the parties which are not contained herein.

         M. Binding Effect. This Option Agreement shall inure to the benefit of,
         and be binding  upon the  parties  hereto and their  respective  heirs,
         personal representatives, successors and permitted assigns. Stockholder
         may not assign its rights or  obligations  hereunder  without the prior
         express written consent of LSI in each instance.

IN WITNESS  WHEREOF,  the parties have executed this  Agreement upon the day and
year first above written.


          LSI Communications, Inc.                        Stockholder

          /s/ Craig R. Hendricks                          /s/ Steven E. Carlson
          ----------------------                          ---------------------
          Craig R. Hendricks                              Steven E. Carlson
          President and Director

<PAGE>

                                    EXHIBIT D
                                OPTION AGREEMENT

     This  AGREEMENT IS made and entered into on this 15th day of June 1999,  by
and between the Parties as identified hereinafter, respectively.

                                 I. THE PARTIES

         A. LSI Communications, Inc. ("ISP") is a public Nevada Corporation.


         B. LONA J. HENDRICKS ("Stockholder") is an individual.

         C. Coaching Institute,  Inc.  ("Coaching  Institute") is a private Utah
         Corporation.


                 II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
                                    FOLLOWS:

         A. Identification of Coaching Institute,  Inc. Coaching Institute, Inc.
         is a Utah  Corporation,  having  its  principal  place of  business  in
         Draper,  Utah. The only class of stock of Coaching  Institute,  Inc. is
         common stock.


         B.  Representations.  Stockholder  has made no  representations  to LSI
         concerning the financial condition of Coaching  Institute.  Stockholder
         has made no representations  or warranties  concerning the future value
         of Coaching  Institute  stock,  future  earnings of Coaching  Institute
         stock,  or any other  representations  concerning  Coaching  Institute,
         except as are identified herein.

         C. Stock Ownership.  Stockholder is the owner of 7,000 shares of common
         stock of Coaching  Institute.  Stockholder  will not transfer or assign
         any of such stock until expiration of this option agreement,  except as
         directed in the Plan of  Reorganization  and  Acquisition  by which LSI
         Communications, Inc. shall acquire Coaching Institute, Inc.

         D.  Option  Grant to LSI.  For a period of sixty days after  January 1,
         2001.  Stockholder  grants  LSI  an  exclusive  right  to  acquire  the
         remaining   1,050  shares  of  common  stock  of  Coaching   Institute,
         representing all of those shares identified in paragraph ILC. not being
         part of the 85%  exchanged  in the Plan of  Acquisition  by  which  LSI
         Communications, Inc. shall acquire Coaching Institute, Inc., above. The
         acquisition  price of the 1,050 shares  shall be for 143,182  shares of
         the common stock of LSI.

         E. Construction.  This agreement shall be liberally  construed in favor
         of granting an exclusive  option upon the terms  specified  herein.  In
         furtherance  thereof,  this Agreement  shall be construed in accordance
         with the laws and statutes of the State of Nevada,  being the principal
         place of business of LSI.


         F. Advise to Seek Legal  Counsel.  Stockholder  has sought and obtained
         the advise of counsel  prior to  entering  this  Agreement  or has been
         strongly advised to obtain legal counsel concerning the advisability of
         entering this Agreement. In entering this Agreement, Stockholder is not
         relying upon any statements,  representations,  or opinions of: (a) any
         attorneys  or  counsel  for or of LSI or  Coaching  Institute;  (b) any
         representatives,  agents,  officers,  employees, or directors of LSI or
         Coaching  Institute;  or (c) any person other than his  retained  legal
         attorney.

<PAGE>

         Notices. Notices to Stockholder shall be delivered to _________________
         _______________________________________________________________________
         Notices to LSI shall be  delivered  to: 112 West  Business  Park Drive,
         Draper, UT 84020. All notices shall he delivered by certified mail with
         a return receipt requested, by overnight courier, or by facsimile.  All
         notices shall be complete upon delivery.

         H. Cooperation.  Stockholder  agrees to fully cooperate with LSI in the
         event  that LSI elects to  exercise  any  rights  under this  Agreement
         Stockholder  shall take no action  which would  obstruct the ability of
         LSI to exercise its rights under this Agreement

         I. Procedure for Exercising  Option.  LSI may exercise its rights under
         this  Agreement  by giving  written  notice to the  Shareholder  in the
         manner specified in paragraph II.G.,  above.  Such written notice shall
         be in any  reasonable  form  sufficient  to notify  Stockholder  of the
         exercising  of the option.  Full payment  shall be due upon delivery of
         any or all shares  from  stockholder  to LSI.  Upon  exercising  of any
         options,  Stockholder shall arrange for delivery of existing shares, if
         any, to LSI within five business days.

         J. Severability.  In the event that any section or paragraph  contained
         herein shall be invalid,  unlawful,  or  unenforceable,  the  remainder
         shall be severable,  valid, and effective as if such invalid, unlawful,
         or unenforceable section or paragraph was not contained herein.

         K. Consideration.  In consideration of the Agreements contained herein,
         LSI  is  providing  the  sum  of  One  Hundred  Dollars   ($100.00)  to
         Stockholder.  Stockholder  accepts  such  amount  as full and  complete
         consideration for this Agreement.

         L.  Complete  Agreement.  This  agreement  is  the  full  and  complete
         agreement   between   the   parties.   There  are  no   agreements   or
         understandings between the parties which are not contained herein.

         M. Binding Effect. This Option Agreement shall inure to the benefit of;
         and be binding  upon the  parties  hereto and their  respective  heirs,
         personal representatives, successors and permitted assigns. Stockholder
         may not assign its rights or  obligations  hereunder  without the prior
         express written consent of LSI in each instance.


IN WITNESS  WHEREOF,  the parties have executed this  Agreement upon the day and
year first above written.

          LSI Communications, Inc.                    Stockholder


         /s/ Craig R. Hendricks                       /s/ Lona J. Hendricks
         ----------------------                       ---------------------
         Craig R. Hendricks                           Lona J. Hendricks
         President and Director

<PAGE>

                                    EXHIBIT E
                                OPTION AGREEMENT

     This  AGREEMENT IS made and entered  into on this 15~ day of June 1999,  by
and between the Parties as identified hereinafter, respectively.


                                 I. THE PARTIES

         A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.


         B. RICRARD McALLISTER ("Stockholder") is an individual.


         C. Coaching Institute,  Inc.  ("Coaching  Institute") is a private Utah
         Corporation.


                 II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
                                    FOLLOWS:

         A. Identification of Coaching Institute,  Inc. Coaching Institute, Inc.
         is a Utah  Corporation,  having  its  principal  place of  business  in
         Draper,  Utah. The only class of stock of Coaching  Institute,  Inc. is
         common stock.

         B.  Representations.  Stockholder  has made no  representations  to LSI
         concerning the financial condition of Coaching  Institute.  Stockholder
         has made no representations  or warranties  concerning the future value
         of Coaching  Institute  stock,  future  earnings of Coaching  Institute
         stock,  or any other  representations  concerning  Coaching  Institute,
         except as are identified herein.

         C. Stock Ownership.  Stockholder is the owner of 6,000 shares of common
         stock of Coaching  Institute.  Stockholder  will not transfer or assign
         any of such stock until expiration of this option agreement,  except as
         directed in the Plan of  Reorganization  and  Acquisition  by which LSI
         Communications, Inc. shall acquire Coaching Institute, Inc.

         D.  Option  Grant to LSI.  For a period of sixty days after  January 1,
         2001.  Stockholder  grants  LSI  an  exclusive  right  to  acquire  the
         remaining   900  shares  of  common   stock  of   Coaching   Institute,
         representing all of those shares identified in paragraph ILC. not being
         part of the 83%  exchanged  in the Plan of  Acquisition  by  which  LSI
         Communications, Inc. shall acquire Coaching Institute, Inc., above. The
         acquisition  price of the 900 shares shall be for 122,727 shares of the
         common stock of LSL

         E. Construction.  This agreement shall be liberally  construed in favor
         of granting an exclusive  option upon the terms  specified  herein.  In
         furtherance  thereof,  this Agreement  shall be construed in accordance
         with the laws and statues of the State of Nevada,  being the  principal
         place of business of LSI.

         F. Advise to Seek Legal  Counsel.  Stockholder  has sought and obtained
         the advise of counsel  prior to  entering  this  Agreement  or has been
         strongly advised to obtain legal counsel concerning the advisability of
         entering this Agreement. In entering this Agreement, Stockholder is not
         relying upon any statements,  representations,  or opinions of: (a) any
         attorneys  or  counsel  for or of LSI or  Coaching  Institute;  (b) any
         representatives,  agents,  officers,  employees, or directors of LSI or

<PAGE>

         Coaching  Institute;  or (c) any person other than his  retained  legal
         attorney.

         G. Notices. Notices to Stockholder shall be delivered to ______________
         _______________________________________________________________________
         Notices to LSI shall be  delivered  to: 112 West  Business  Park Drive,
         Draper, UT 84020. All notices shall be delivered by certified mail with
         a return receipt requested, by overnight courier; or by facsimile.  All
         notices shall be complete upon delivery

         H. Cooperation.  Stockholder  agrees to fully cooperate with LSI in the
         event that LSI elects to  exercise  any  rights  under this  Agreement.
         Stockholder  shall take no action  which would  obstruct the ability of
         LSI to exercise its rights under this Agreement.

         I. Procedure for Exercising  Option.  LSI may exercise its rights under
         this  Agreement  by giving  written  notice to the  Shareholder  in the
         manner specified in paragraph IIG., above. Such written notice shall be
         in  any  reasonable  form  sufficient  to  notify  Stockholder  of  the
         exercising  of the option.  Full payment  shall be due upon delivery of
         any or all shares  from  Stockholder  to LSI.  Upon  exercising  of any
         options,  Stockholder shall arrange for delivery of existing shares, if
         any, to LSI within five business days.

         J. Severability.  In the event that any section or paragraph  contained
         herein shall be invalid,  unlawful,  or  unenforceable,  the  remainder
         shall be severable,  valid, and effective as if such invalid, unlawful,
         or unenforceable section or paragraph was not contained herein.

         K. Consideration.  In consideration of the Agreements contained herein,
         LSI  is  providing  the  sum  of  One  Hundred  Dollars   ($100.00)  to
         Stockholder.  Stockholder  accepts  such  amount  as full and  complete
         consideration for this Agreement.

         L.  Complete  Agreement.  This  agreement  is  the  full  and  complete
         agreement   between   the   parties.   There  are  no   agreements   or
         understandings between the parties which are not contained herein.

         M. Binding Effect. This Option Agreement shall inure to the benefit of;
         and be binding  upon the  parties  hereto and their  respective  heirs,
         personal representatives, successors and permitted assigns. Stockholder
         may not assign its rights or  obligations  hereunder  without the prior
         express written consent of LSI in each instance.


IN WITNESS  WHEREOF,  the parties have executed this  Agreement upon the day and
year first above written.

         LSI Communications, Inc.                     Stockholder


         /s/ Craig R. Hendricks                       /s/ Richard McAllister
         ----------------------                       ----------------------
         Craig R. Hendricks                           Richard McAllister
         President and Director


<PAGE>

                                    EXHIBIT F
                                OPTION AGREEMENT

     This  AGREEMENT IS made and entered into on this l5th day of June 1999,  by
and between the Parties as identified hereinafter, respectively.


                                 I. THE PARTIES


         A. LSI Communications, Inc. ("LSI") is a public Nevada Corporation.

         B. ROGER G. WILLIAMS ("Stockholder") is an individual.

         C. Coaching Institute,  Inc.  ("Coaching  Institute") is a private Utah
         Corporation.


                 II. IT IS AGREED BY AND BETWEEN THE PARTIES AS
                                    FOLLOWS:

         A. Identification of Coaching Institute,  Inc. Coaching Institute, Inc.
         is a Utah  Corporation,  haying  its  principal  place of  business  in
         Draper;  Utah The only class of stock of  Coaching  Institute,  Inc. is
         common stock.

         B.  Representations.  Stockholder  has made no  representations  to LSI
         concerning the financial condition of Coaching  Institute.  Stockholder
         has made no representations  or warranties  concerning the future value
         of Coaching  Institute  stock,  future  earnings of Coaching  Institute
         stock,  or any  other  representations  concerning  Coaching  Institute
         except as are identified herein.

         C. Stock Ownership.  Stockholder is the owner of 2,000 shares of common
         stock of Coaching  Institute.  Stockholder  will not transfer or assign
         any of such stock until expiration of this option agreement,  except as
         directed in the Plan of  Reorganization  and  Acquisition  by which LSI
         Communications, Inc. shall acquire Coaching Institute, Inc.

         D.  Option  Grant to LSI.  For a period of sixty days alter  January 1,
         2001.  Stockholder  grants  LSI  an  exclusive  right  to  acquire  the
         remaining   300  shares  of  common   stock  of   Coaching   Institute,
         representing  all of those shares  identified  in paragraph  II.C.  not
         being part of the 8% exchanged in the Plan of  Acquisition by which LSI
         Communications,  Inc. shall acquire Coaching Institute Inc., above. The
         acquisition  price of the 300 shares shall be for 40,909  shares of the
         common stock of LSI.

         E. Construction.  This agreement shall be liberally  construed in favor
         of granting an exclusive  option upon the terms  specified  herein.  In
         furtherance  thereof,  this Agreement  shall be construed in accordance
         with the laws and statues of the State of Nevada,  being the  principal
         place of business of LSI.

         F. Advise to Seek Legal  Counsel.  Stockholder  has sought and obtained
         the advise of counsel  prior to  entering  this  Agreement  or has been
         strongly advised to obtain legal counsel concerning the advisability of
         entering this Agreement. In entering this Agreement, Stockholder is not
         relying upon any statements,  representations,  or opinions of: (a) any
         attorneys  or  counsel  for or of LSI or  Coaching  Institute;  (b) any
         representatives,  agents,  officers,  employees, or directors of LSI or

<PAGE>

         Coaching  Institute;  or (c) any person other than his  retained  legal
         attorney.

         G. Notices. Notices to Stockholder shall be delivered to ______________
         _______________________________________________________________________
         Notices to LSI shall be  delivered  to: 112 West  Business  Park Drive,
         Draper, UT 84020. All notices shall be delivered by certified mail with
         a return receipt requested, by overnight courier, or by facsimile.  All
         notices shall be complete upon delivery.

         H. Cooperation.  Stockholder  agrees to fully cooperate with LSI in the
         event  that LSI elects to  exercise  any  rights  under this  Agreement
         Stockholder  shall take no action  which would  obstruct the ability of
         LSI to exercise its rights under this Agreement

         I. Procedure for Exercising  Option.  LSI may exercise its rights under
         this  Agreement  by giving  written  notice to the  Shareholder  in the
         manner specified in paragraph II.G.,  above.  Such written notice shall
         be in any  reasonable  form  sufficient  to notify  Stockholder  of the
         exercising  of the option.  Full payment  shall he due upon delivery of
         any or all shares  from  Stockholder  to LSI.  Upon  exercising  of any
         options,  Stockholder shall arrange for delivery of existing shares, if
         any, to LSI within five business days.

         J. Severability.  In the event that any section or paragraph  contained
         herein shall be invalid,  unlawful,  or  unenforceable,  the  remainder
         shall be severable,  valid, and effective as if such invalid, unlawful,
         or unenforceable section or paragraph was not contained herein.

         K. Consideration.  In consideration of the Agreements contained herein,
         LSI  is  providing  the  sum  of  One  Hundred  Dollars   ($100.00)  to
         Stockholder.  Stockholder  accepts  such  amount  as full and  complete
         consideration for this Agreement

         L.  Complete  Agreement.  This  agreement  is  the  full  and  complete
         agreement   between   the   parties.   There  are  no   agreements   or
         understandings between the parties which are not contained herein.

         M. Binding Effect. This Option Agreement shall inure to the benefit of;
         and be binding  upon the  parties  hereto and their  respective  heirs,
         personal representatives, successors and permitted assigns. Stockholder
         may not assign its rights or  obligations  hereunder  without the prior
         express written consent of LSI in each instance.


IN WITNESS  WHEREOF,  the parties have executed this  Agreement upon the day and
year first above written.

          LSI Communications, Inc.                       Stockholder


          /s/ Craig R. Hendricks                         /s/ Richard McAllister
          ----------------------                         ----------------------
          Craig R. Hendricks                             Richard McAllister
          President and Director




                            ARTICLES OF INCORPORATION

                                       OF

                           CONNECTIONS MARKETING CORP.


WHEREAS,  the  undersigned  natural  persons  acting  as  incorporators  of  the
corporation  under the  Nevada  Business  Corporations  Act adopt the  following
Articles of Incorporation for such corporation.


                                   ARTICLE I

         Name. The name of the corporation (hereinafter called "Corporation") is
CONNECTIONS MARKETING CORP.


                                   ARTICLE II

         Period of  Duration.  The  period of  duration  of the  Corporation  is
perpetual.


                                  ARTICLE III

         Purposes  and  Powers.  The  purpose  for  which  this  Corporation  is
organized is to engage in the business of investing  in,  participating  in, and
joint  venturing in, and acquiring of all forms of investment and businesses and
to engage in any and all other lawful business.


                                   ARTICLE IV

         Capitalization.  The  Corporation  shall  have the  authority  to issue
50,000,000  shares of stock having a par value of one mil ($.001).  All stock of
the  Corporation  shall be of the same class and shall have the same  rights and
preferences.  Fully  paid  stock of this  Corporation  shall not be  liable  for
further call or assessment. The authorized trading shares shall be issued at the
discretion of the Directors.


                                   ARTICLE V

         Commencement of Business.  The Corporation  shall not commence business
until  at  least  One  Thousand  Dollars  ($1,000)  has  been  received  by  the
Corporation as consideration for the issuance of its shares.

<PAGE>

                                   ARTICLE VI

         Initial  Registered Office and Initial Registered Agent. The address of
the initial registered office of the Corporation is 2050 Ellis Way, Elko, Nevada
89801,  and the initial  registered  agent of the Corporation at such address is
Gateway Enterprises, Inc.


                                  ARTICLE VII

         Directors.  The  Corporation  shall be governed by a Board of Directors
consisting  of no less  than  three  (3) and no more  than  nine (9)  directors.
Directors need not be  stockholders  in the  Corporation but shall be elected by
the  stockholders of the Corporation.  The number of Directors  constituting the
initial Board of Directors is three (3) and the name and post office  address of
the person who shall serve as Directors  until their  successors are elected and
qualified are:

                  R. Kenneth Jarrell
                  4091 Westlake Avenue
                  West Valley City, Utah 84120

                  Kurtis D. Hughes
                  2325 Arbor Lane
                  Salt Lake City, Utah 84117

                  Sharon Lundskog
                  1168 Sunnyside Avenue
                  Salt Lake City, Utah 84102


                                  ARTICLE VIII

         Incorporators.  The name and post office  address of each  incorporator
is:

                  Kurtis D. Hughes
                  2325 Arbor Lane
                  Salt Lake City, Utah 84117


                                   ARTICLE IX

         Preemptive  Rights.  There  shall be no  preeemptive  right to  acquire
unissued and/or treasury shares of the stock of the Corporation.

<PAGE>

                                   ARTICLE X

         Voting  of  Shares.  Each  outstanding  share  of  common  stock of the
Corporation  shall be entitled to one vote on each matter submitted to a vote at
the meeting of the stockholders.  Each stockholder shall be entitled to vote his
or its shares in person or by proxy, executed in writing by such stockholder, or
by his duly authorized  attorney-in-fact.  At each election of Directors,  every
stockholder  entitled to vote in such  election  shall have the right to vote in
person or by proxy the number of shares  owned by him or it for as many  persons
as there are  directors  to be elected  and for whose  election he or it has the
right to vote, but the shareholder  shall have no right to accumulate his or its
votes with regard to such election.




                                                        /s/ Kurtis D. Hughes
                                                        --------------------
                                                        Kurtis D. Hughes


STATE OF UTAH       )
                    ) ss
COUNTY OF SALT LAKE )

         On the 8th day of November,  1984, personally appeared before me Kurtis
D.  Hughes  and duly  acknowledged  to me that he is the  person  who signed the
foregoing  instrument  as  incorporator  and  that  he has  read  the  foregoing
instrument  and  know  the  contents  thereof  and  the  same is true of his own
knowledge  except as to those matters upon which he operates on information  and
belief and as to those matters believes them to be true.




                                                /s/ Debbie Hunis
                                                ----------------
                                                NOTARY PUBLIC


                                                Residing in Salt Lake City, Utah


My Commission Expires:
July 26, 1987



                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                           CONNECTIONS MARKETING CORP.

         Pursuant  to  the   applicable   provisions  of  the  Nevada   Business
Corporations Act,  Connections  Marketing Corp. (the  "Corporation")  adopts the
following  Articles of Amendment to its Articles of Incorporation by stating the
following:

         FIRST:  The present name of the  Corporation is  Connections  Marketing
Corp.

         SECOND: The following  amendments to its Articles of Incorporation were
adopted by majority vote of  shareholders of the corporation on June 17, 1992 in
the manner prescribed by Nevada law.

         1.       Article I is amended to read as follows:

         Name.    The name of the corporation shall be: LSI Communications, Inc.

         2.       Article IV is hereby amended to read as follows:

         Capitalization.  (a)  Common  Stock.  The  corporation  shall  have the
authority  to issue  50,000,000  shares  of common  stock  having a par value of
$.001. All common stock of the corporation  shall be of the same class and shall
have  the  same  rights  and  preferences.  Fully  paid  common  stock  of  this
corporation  shall not be liable for further call or assessment.  The authorized
common shares shall be issued at the discretion of the Directors.  (b) Preferred
Stock.  The corporation  shall have the authority to issue  5,000,000  shares of
preferred stock each having a par value of $.001, with such rights,  preferences
and  designations  as to be issued in such series as  determined by the Board of
Directors of the Corporation.

         3.       Articles VI is hereby amended to read as follows:

         Directors.  The  Corporation  shall be governed by a board of directors
consisting of no less than one person. Directors need not be stockholders in the
corporation but shall be elected by the  stockholders of the Corporation  unless
appointed by other directors to fill a vacancy on the Board.

<PAGE>

         4.       Article XI is hereby added as follows:

                                   ARTICLE XI

Liability of Directors and Officers.  No director or officer shall be personally
liable to the  Corporation  or its  stockholders  for  monetary  damages for any
breach  of   fiduciary   duty  by  such   person  as  a  director   or  officer.
Notwithstanding the foregoing sentence, a director or officer shall be liable to
the extent  provided by applicable  law, (i) for acts or omissions which involve
intentional  misconduct,  fraud or a knowing  violation  of law, or (ii) for the
payment of dividends in violation of NRS 78.300.

         The  provisions  hereof  shall not  apply to or have any  effect on the
liability or alleged liability of any officer or director of the Corporation for
or with respect to any acts or omissions of such person  occurring prior to such
amendment.

         5.       The Corporation has effectuated a 1 for 9 reverse  stock split
of its shares of common stock  outstanding  as of May 15, 1992  decreasing  said
shares from  10,250,000  shares to 1,138,839  shares.  Said reverse  split to be
effective with the commencement of business on August 3, 1992.

         THIRD: The number of shares of the Corporation outstanding and entitled
to vote at the time of the adoption of said amendment was 10,250,000.

         FOURTH:  The number of shares voted for such  amendments  was 9,449,200
(93%) and the number voted against such amendment was -0-.

         DATED this 30th day of July, 1992.
                                                 CONNECTIONS MARKETING CORP.

                                                 By: /s/ Michael Lee
                                                     -------------------
                                                     Michael Lee,
                                                     President/Secretary

<PAGE>

                                  VERIFICATION

STATE OF UTAH       )
                    :  ss.
COUNTY OF SALT LAKE )

         The undersigned  being first duly sworn,  deposes and states:  that the
undersigned is the Secretary of Connections Marketing Corp. That the undersigned
has read the Articles of Amendment  and knows the contents  thereof and that the
same  contains a truthful  statement of the  Amendment  duly adopted by the sole
director and stockholders of the Corporation.

                                                    /s/ Michael Lee
                                                    --------------------
                                                    Michael Lee,
                                                    Secretary

<PAGE>

STATE OF UTAH       )
                    :  ss.
COUNTY OF SALT LAKE )

         Before me the undersigned  Notary Public in and for the said County and
State,  personally appeared the President and Secretary of Connections Marketing
Corp., a Nevada  corporation,  and signed the foregoing Articles of Amendment as
their own free and voluntary acts and deeds  pursuant to a corporate  resolution
for the uses and purposes set forth.

         IN WITNESS WHEREOF,  I have set my hand and seal this 30th day of July,
1992.


                                                 /s/ Thomas G. Kimble
                                                 ------------------------------
                                                 NOTARY PUBLIC, residing at
                                                 Salt Lake City, Utah
My Commission Expires:

November 1, 1993
- - ----------------------



                                     BY-LAWS

                                       OF

                           CONNECTIONS MARKETING CORP.


                               ARTICLE I. OFFICES

         The principal office of the corporation in the State of Nevada shall be
located in the City of Elko, County of Elko. The corporation may have such other
offices,  either within or without the State Of Nevada as the Board of Directors
may  designate  or as the business of the  corporation  may require from time to
time.

         ARTICLE II. SHAREHOLDERS

         SECTION 1. Annual Meeting. The annual meeting of the shareholders shall
be held on the 15th day in the  month of May in each  year,  beginning  with the
year  1985,  at the hour of 3:00  o'clock  P.M.,  for the  purpose  of  electing
Directors and for the  transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State Of Nevada, such meeting shall be held on the next succeeding business day.
If the election of Directors shall not be held on the day designated  herein for
any annual meeting of the shareholders, or at any adjournment thereof, the Board
of  Directors  shall cause the  election to be held at a special  meeting of the
shareholders as soon thereafter as conveniently may be.

         SECTION 2. Special Meetings. Special meetings of the shareholders,  for
any purpose or purposes,  unless otherwise  prescribed by statute, may be called
by the  President  or by the  Board of  Directors,  and  shall be  called by the
President  at the request of the  holders of not less than ten percent  (l0%) of
all the outstanding shares of the corporation entitled to vote at the meeting.

         SECTION 3. Place of Meeting.  The Board of Directors  may designate any
place, either within or without the State Of Nevada unless otherwise  prescribed
by statute,  as the place of meeting  for any annual  meeting or for any special
meeting  called by the  Board of  Directors.  A waiver  of notice  signed by all
shareholders entitled to vote at a meeting may designate any place either within
or without the State of Nevada,  unless otherwise  prescribed by statute, as the
place for the  holding  of such  meeting.

<PAGE>

If no  designation  is made, or if a special  meeting be otherwise  called,  the
place of meeting shall be the principal  office of the  corporation in the State
of

         SECTION 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of special meeting, the purpose or purposes for
which the meeting is called,  shall unless otherwise  prescribed by statute,  be
delivered  not less than ten (10) nor more than fifty (50) days  before the date
of the meeting,  either  personally  or by mail,  by or at the  direction of the
President,  or the  secretary,  or the  persons  calling  the  meeting,  to each
shareholder of record entitled to vote at such meeting.  If mailed,  such notice
shall be deemed to be  delivered  when  deposited  in the  United  States  mail,
addressed to the  shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.

         SECTION 5. Closing of Transfer  Books or Fixing of Record Date. For the
purpose  of  determining  shareholders  entitled  to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders  entitled to
receive  payment  of any  dividend,  or in  order  to  make a  determination  of
share-holders  for any  other  proper  purpose,  the Board of  Directors  of the
corporation  may  provide  that the stock  transfer  books shall be closed for a
stated  period  but not to  exceed,  in any case,  ten (10)  days.  If the stock
transfer  books  shall be closed  for the  purpose of  determining  shareholders
entitled to notice of or to vote at a meeting of shareholders,  such books shall
be closed for at least ten (10) days  immediately  preceeding  such meeting.  In
lieu of closing the stock  transfer  books,  the Board of  Directors  may fix in
advance a date as the record date for any such  determination  of  shareholders,
such date in any case to be not more  than  fifty  (50)  days and,  in case of a
meeting of shareholders,  not less then ten (10) days prior to the date on which
the particular action,  requiring such  determination of shareholders,  is to be
taken.  If the stock  transfer  books are not closed and no record date is fixed
for the  determination  of  shareholders  entitled  to  notice of or a vote at a
meeting of  shareholders,  or  shareholders  entitled  to  receive  payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors  declaring such dividend is adopted, as
the  case  may  be,  shall  be  the  record  date  for  such   determination  of
shareholders. When a determination of shareholders

<PAGE>

entitled  to vote at any  meeting of  shareholders  has been made as provided in
this section, such determination shall apply to any adjournment thereof.

         SECTION 6.  Voting  Lists.  The officer or agent  having  charge of the
stock transfer books for shares of the corporation shall make a complete list of
the  shareholders  entitled  to vote  at each  meeting  of  shareholders  or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each.  Such list shall be produced and kept open at the
time and place of the  meeting  and shall be  subject to the  inspection  of any
shareholder during the whole time of the meeting for the purposes thereof.

         SECTION  7.  Quorum.  A  majority  of  the  outstanding  shares  of the
corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding  shares are  represented  at a meeting,  a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  noticed.  The shareholders  present at a duly organized  meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.

         SECTION 8. Proxies. At all meetings of shareholders,  a shareholder may
vote in person or by proxy  executed  in writing by  shareholder  or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting.  No proxy shall be valid after
twelve (12) months from the date of its execution,  unless otherwise provided in
the proxy.

         SECTION 9. Voting of Shares.  Each  outstanding  share entitled to vote
shall be  entitled  to one (1) vote upon each  matter  submitted  to a vote at a
meeting of shareholders.

         SECTION 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer,  agent or proxy as the
By-Laws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.

<PAGE>

         Shares held by an administrator,  executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name.  Shares  standing  in the name of a trustee  may be voted by him,
either in person or by proxy,  but no trustee  shall be  entitled to vote shares
held by him without a transfer of such shares into his name.

         Shares  standing  in the  name  of a  receiver  may be  voted  by  such
receiver,  and shares held by or under the control of a receiver may be voted by
such receiver  without the transfer thereof into his name, if authority so to do
be contained  in an  appropriate  order of the court by which such  receiver was
appointed.

         A  shareholder  whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Shares  of its own  stock  belonging  to the  corporation  shall not be
voted,  directly  or  indirectly,  at any  meeting,  and shall not be counted in
determining the total number of outstanding shares at any given time.

         SECTION 11. Informal Action by Shareholders.  Unless otherwise provided
by law, any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the  shareholders,  may be taken
without a meeting,  if a consent in writing,  setting forth the action so taken,
shall be signed by all of the shareholders  entitled to vote with respect to the
subject matter thereof.

                         ARTICLE III. BOARD OF DIRECTORS

         SECTION 1. General Powers.  The business and affairs of the corporation
shall be managed by its Board of Directors.

         SECTION 2. Number,  Tenure and Qualifications.  The number of directors
of the corporation shall be three (3). Each director shall hold office until the
next annual  meeting of  shareholders  and until his  successor  shall have been
elected and qualified.

<PAGE>

         SECTION  3.  Regular  Meetings.  The Board of  Directors  shall be held
without other notice than this By-Law  immediately  after, and at the same place
as, the annual meeting of shareholders.  The Board of Directors may provide,  by
resolution,  the time and place for the holding of additional  regular  meetings
without other notice than such resolution.

         SECTION 4. REGULAR MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the  President or any two  directors.  The
person or persons  authorized to call special meetings of the Board of Directors
may fix the place for  holding  any  special  meeting of the Board of  Directors
called by them.

         SECTION 5.  Notice.  Notice of any  special  meeting  shall be given at
least five (5) days previously thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed1 such
notice shall be deemed to be delivered  when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice  shall be deemed to be  delivered  when the  telegram is delivered to the
telegraph company.  Any director may waive notice of any meeting. The attendance
of a director at a meeting shall  constitute a waiver of notice of such meeting,
except where a director  attends a meeting for the express  purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.

         SECTION 6.  Quorum.  A majority  of the  number of  directors  fixed by
Section 2 of this Article III shall  constitute a quorum for the  transaction of
business  at any  meeting  of the  Board of  Directors  but,  if less  than such
majority  is present  at a meeting,  a majority  of the  directors  present  may
adjourn the meeting from time to time without further notice.

         SECTION 7. Manner of Acting.  The act of the majority of the  directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors.

         SECTION 8.  Action  Without A Meeting.  Any action that may be taken by
the Board of Directors at a meeting may be taken  without a meeting if a consent
in writing, setting forth the action so to be taken, shall be signed before such
action by all of the Directors.

         SECTION 9. Vacancies.  Any vacancy  occurring in the Board of Directors
may be filled by the affirmative  vote of a majority of the remaining  directors
though less than a quorum of the Board of

<PAGE>

Directors,  unless  otherwise  provided  by law.  A  director  elected to fill a
vacancy shall be elected for the unexpired  term of his  predecessor  in office.
Any  directorship  to be  filled  by  reason  of an  increase  in the  number of
directors  may be filled by  election  by the Board of  Directors  for a term of
office continuing only until the next election of Directors by the shareholders.

         SECTION 10. Compensation. By resolution of the Board of Directors, each
Director may be paid his expenses,  if any, of attendance at each meeting of the
Board of  Directors,  and may be paid a stated salary as director or a fixed sum
for  attendance  at each  meeting  of the Board of  Directors  or both.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and receiving compensation therefore.

         SECTION 11. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his  dissent  shall be entered in the  minutes of the meeting or unless he shall
file his written  dissent to such action with the person acting as the secretary
of the meeting before the  adjournment  thereof or shall forward such dissent by
registered  mail to the  Secretary  of the  corporation  immediately  after  the
adjournment of the meeting.  Such right to dissent shall not apply to a Director
who voted in favor of such action.

         ARTICLE IV. OFFICERS

         SECTION  1.  Number.  The  officers  of  the  corporation  shall  be  a
President, a Vice President, a Secretary and a Treasurer,  each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the Board of Directors.

         SECTION 2. Election And Term of Office. The officers of the corporation
to be elected by the Board of Directors  shall be elected  annually by the Board
of  Directors  at the first  meeting of the Board of  Directors  held after each
annual  meeting of the  shareholders.  If the election of officers  shall not be
held at such  meeting,  such  election  shall  be  held  as soon  thereafter  as
conveniently  may be. Each

<PAGE>

officer shall hold office until his  successor  shall have been duly elected and
shall have  qualified  or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.

         SECTION 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever, in its judgment,  the best interests of the corporation will
be served thereby,  but such removal shall be without  prejudice to the contract
rights, if any, of the person so removed.  Election or appointment of an officer
or agent shall not of itself create contract rights.

         SECTION  4.  Vacancies.  A  vacancy  in any  office  because  of death,
resignation,  removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

         SECTION 5. President.  The President  shall be the principal  executive
officer  of the  corporation  and,  subject  to the  control  of  the  Board  of
Directors,  shall in general  supervise  and  control  all of the  business  and
affairs of the corporation.  He shall, when present,  preside at all meetings of
the shareholders and of the Board of Directors.  He may sign, with the Secretary
or any other proper officer of the corporation thereunto authorized by the Board
of Directors,  certificates for shares of the corporation, any deeds, mortgages,
bonds,  contracts  or  other  instruments  which  the  Board  of  Directors  has
authorized  to be  executed,  except in cases where the  signing  and  execution
thereof  shall be  expressly  delegated  by the Board of  Directors  or by these
By-Laws to some other officer or agent of the corporation,  or shall be required
by law to be otherwise  signed or  executed;  and in general  shall  perform all
duties  incident  to the office of  President  and such  other  duties as may be
prescribed by the Board of Directors from time to time.

         SECTION 6. Vice President.  In the absence of the President or in event
of his death,  inability or refusal to act, the Vice President shall perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the  restrictions  upon the President.  The Vice President  shall
perform  such other  duties as from time to time may be  assigned  to him by the
President or by the Board of Directors.

         SECTION 7. Secretary.  The Secretary shall: (a) keep the minutes of the
proceedings  of the  shareholders  and of the Board of  Directors in one or more
books  provided  for that  purpose;  (b) see that all

<PAGE>

notices are duly given in accordance  with the provisions of these By-Laws or as
required by law; (c) be custodian  of the  corporate  records and of the seal of
the  corporation  and see that the seal of the  corporation  is  affixed  to all
documents the execution of which on behalf of the corporation  under its seal is
duly  authorized;  (d)  keep a  register  of the  post  office  address  of each
shareholder which shall be furnished to the Secretary by such  shareholder;  (3)
sign  with the  President,  certificates  for  shares  of the  corporation,  the
issuance  of which  shall have been  authorized  by  resolution  of the Board of
Directors;  (f)  have  general  charge  of  the  stock  transfer  books  of  the
corporation;  and (g) in general  perform  all duties  incident to the office of
Secretary  and such other  duties as from time to time be assigned to him by the
President or the Board of Directors.

         SECTION 8. Treasurer.  The Treasurer shall: (a) have charge and custody
of and be  responsible  for all funds and  securities  of the  corporation;  (b)
receive and give receipts for monies due and payable to the corporation from any
source whatsoever, and deposit all such monies in the name of the corporation in
such  banks,  trust  companies  or other  depositories  as shall be  selected in
accordance with the provisions of Article V of these By-Laws; and (c) in general
perform  all of the duties  incident to the office of  Treasurer  and such other
duties as from time to time may be  assigned to him by the  President  or by the
Board of Directors.  If required by the Board of Directors,  the Treasurer shall
give a bond for the  faithful  discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

         SECTION 9. Salaries.  The salaries of the officers shall. be fixed from
time to time by the Board of Directors  and no officer  shall be prevented  from
receiving  such  salary by reason of the fact that he is also a director  of the
corporation.

                ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

         SECTION 1. Contracts.  The Board of Directors may authorize any officer
or officers,  agent or agents, to enter into any contract or execute and deliver
any  instrument  in the  name of and on  behalf  of the  corporation,  and  such
authority may be general or confined to specific instances.

<PAGE>

         SECTION  2.  Loans.  No loans  shall be  contracted  on  behalf  of the
corporation and no evidences of indebtedness  shall be issued in its name unless
authorized  by a resolution  of the Board of  Directors.  Such  authority may be
general or confined to specific instances.

         SECTION 3. Checks,  Drafts, Etc. All checks, drafts or other orders for
the payment of money1  notes or other  evidences of  indebtedness  issued in the
name of the corporation,  shall be signed by such officer or officers,  agent or
agents  of the  corporation  and in such  manner  as shall  from time to time be
determined by resolution of the Board of Directors.

         SECTION  4.  Deposits.  All  funds  of the  corporation  not  otherwise
employed shall be deposited  from time to time to the credit of the  corporation
in such banks,  trust companies or other  depositories as the Board of Directors
may select.


             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 1. Certificates for Shares. Certificates representing shares of
the  corporation  shall be in such form as shall be  determined  by the Board of
Directors.  Such  certificates  shall  be  signed  by the  President  and by the
Secretary  or by such  other  officers  authorized  by law and by the  Board  of
Directors so to do, and sealed with the corporate  seal.  All  certificates  for
shares shall be  consecutively  numbered or otherwise  identified.  The name and
address of the person to whom the shares  represented  thereby are issued,  with
the number of shares and date of issue,  shall be entered on the stock  transfer
books of the corporation.  All  certificates  surrendered to the corporation for
transfer  shall be canceled  and no new  certificate  shall be issued  until the
former  certificate for a like number of shares shall have been  surrendered and
canceled,  except that in case of a lost,  destroyed or mutilated  certificate a
new  one  may  be  issued  therefore  upon  such  terms  arid  indemnity  to the
corporation as the Board of Directors may prescribe.

         SECTION 2.  Transfer of Shares.  Transfer of shares of the  corporation
shall be made only on the stock transfer books of the  corporation by the holder
of record  thereof  or by his legal  representative,  who shall  furnish  proper
evidence of authority to transfer,  or by his attorney  thereunto  authorized by
power of attorney duly executed and filed with the Secretary of the corporation,
and on

<PAGE>

surrender for  cancellation of the  certificate  for such shares.  The person in
whose name shares stand on the books of the  corporation  shall be deemed by the
corporation to be the owner thereof for all purposes.

                            ARTICLE VII. FISCAL YEAR

         The fiscal year of the corporation  shall begin on the first day of May
and end on the last day of April in each year.

                             ARTICLE VIII. DIVIDENDS

         The  Board  of  Directors  may  from  time  to  time  declare,  and the
corporation may pay,  dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.

                           ARTICLE IX. CORPORATE SEAL

         The Board of Directors  shall  provide a corporate  seal which shall be
circular in form and shall have  inscribed  thereon the name of the  corporation
and the state of incorporation and the word "Corporate Seal".

                           ARTICLE X. WAIVER OF NOTICE

         Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the corporation  under the provisions of
these By-Laws or under the Articles of  Incorporation or under the provisions of
the Utah Business  Corporation  Act, a waiver thereof in writing,  signed by the
person or persons  entitled  to such  notice,  whether  before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

                             ARTICLE XI. AMENDMENTS

         These  By-Laws may be altered,  amended or repealed and new By-Laws may
be adopted by the Board of  Directors  at any regular or special  meeting of the
Board of Directors.


                                                     CONNECTIONS MARKETING CORP.

                                                     By: /s/ Kurtis D. Hughes
                                                        -----------------------
                                                        President
         .



                                 PROMISSORY NOTE


         For consideration received, Coaching Institute, Inc., 112 West Business
         Park Drive, Draper, UT 84020 (Borrower) agrees to pay Lona J. Hendricks
         (Lender) according to the following terms:


         Principal amount:                    $100,000

         Annualized Interest Rate:            9.75%

         Term:                                1 year

         Payment Terms:                       Interest only with balloon payment
                                              due on or before month 12.

         Date of Loan:                        August 1, 1999


         This  promissory  note is secured  by the  general  credit of  Coaching
         Institute,  Inc., and at the option of the Lender, a security  interest
         may be filed securing the loan with the assets of the borrower.


         /s/ Craig J. Hendricks, Pres.                /s/ Lona J. Hendricks
         -----------------------------                ---------------------
         Coaching Institute, Inc.                     Lender
         Borrower





                                 PROMISSORY NOTE


         For consideration received, Coaching Institute, Inc., 112 West Business
         Park Drive, Draper, UT 84020 (Borrower) agrees to pay Lona J. Hendricks
         (Lender) according to the following terms:


         Principal amount:                    $40,000

         Annualized Interest Rate:            9.75%

         Term:                                3 years

         Payment Terms:                       Monthly payments of principal and
                                              interest amortized over 36 months.

         Date of Loan:                        April 1, 1999


         This  promissory  note is secured  by the  general  credit of  Coaching
         Institute,  Inc., and at the option of the Lender, a security  interest
         may be filed securing the loan with the assets of the borrower.


         /s/ Craig J. Hendricks, Pres.               /s/ Lona J. Hendricks
         -----------------------------               ---------------------
         Coaching Institute, Inc.                    Lender
         Borrower





                                 PROMISSORY NOTE


         For consideration  received,  Coaching Institute Inc, 112 West Business
         Park Drive, Draper, UT 84020 (Borrower) agrees to pay Lona J. Hendricks
         (Lender) according to the following terms:


         Principal amount:                    $50,000

         Annualized Interest Rate:            9.75%

         Term:                                1 year

         Payment Terms:                       Monthly payments of interest only
                                              with balloon payment due on or
                                              before month 12.

         Date of Loan:                        July 1,1999


         This  promissory  note is secured  by the  general  credit of  Coaching
         Institute,  Inc., and at the option of the Lender, a security  interest
         may be filed securing the loan with the assets of the borrower.



          /s/Craig R. Hendricks                        /s/Lona J. Hendricks
          ---------------------                        --------------------
          Coaching Institute, Inc.                     Lender
          Borrower



                        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.



                        COACHING AND STRATEGIC AGREEMENT

This  agreement is entered into this 6th day of January,  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 RE Marketing,  a California
company  with its  principal  place of business  located at 11330  Sunrise  Park
Drive, #C, Rancho Cordova, CA.

                                    RECITALS

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

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

3.       Coaching  Institute  desires to provide Services to RE Marketing and RE
         Marketing 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  RE  Marketing  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 RE Marketing 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.

<PAGE>

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 RE  Marketing
                           Coaching  Program  and  associated  curriculum.   The
                           curriculum will be focused on the sales and marketing
                           of real estate,  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 RE Marketing
                           organization.
                  4.       Coaching  Institute will provide inbound and outbound
                           call center  services to market the coaching  program
                           to RE Marketing seminar attendees - non-buyers.
                  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 RE
                           Marketing customer base.
                  6.       To  maintain or assist in the  maintenance  of the RE
                           Marketing database
                  7.       To  forward  all  coaching   tuition   moneys  to  RE
                           Marketing.
                  8.       To include a coaching  evaluation  and feedback  form
                           with  every  program.  All  completed  copies of this
                           form,  as well as any  testimonial  letters,  will be
                           forwarded to RE Marketing.

         B.       RE Marketing responsibilities:
                  1.       To promote and sell the RE Marketing 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.

<PAGE>

                  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 RE Marketing  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 - $1,995.  RE  Marketing  agrees to  compensate  Coaching
         Institute as follows for each program or package sold.  The  percentage
         of payment to  Coaching  Institute  will be made after the credit  card
         processing fee is deducted.

                  Bundled or Sold by R.E.M.          Sold by Coaching Institute
                            55%                                        70%

         A.       Coaching Packages -
                           Initial package  offerings to be sold are detailed in
                           Exhibit A. Coaching packages may be changed from time
                           to time with mutual approval from Coaching  Institute
                           and RE Marketing.

         B.       Separate Product Sales -
                           When RE  Marketing  products are sold  separately  by
                           Coaching  Institute,  and not in  conjunction  with a
                           coaching program, Coaching Institute will receive 40%
                           of the gross sale amount.  These  individual  product
                           sales will be included  on the weekly  reconciliation
                           report with regular coaching package sales.

7.       MUTUAL  EXCLUSIVITY  AND  NON-COMPETE - Throughout the duration of this
         agreement,  REM  grants  Coaching  Institute,  Inc.  status as its sole
         provider of coaching services. REM agrees not to develop any similar or

<PAGE>

         competing  program  and also  agrees not to utilize  other  third-party
         coaching providers through the duration of this agreement.

8.       TERM OF AGREEMENT-  This  agreement  will be subject to a 120-day trial
         period. Either party may terminate this Agreement within 30 days of the
         termination  of the trial  period.  After the  completion  of the trial
         period, and 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 a period of 1 year.  Upon
         the completion of the 1-year term of the agreement,  the agreement will
         automatically  extend an  additional  2 years  unless  notification  is
         received according to the terms in paragraph 9.

9.       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

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.  Upon termination of this
         agreement,  or when this  agreement  becomes null and void,  each party
         shall  inform the other party as to what  material and  information  is
         confidential.  The named material and information  shall not be used in
         any way by the other party and, if possible,  shall be surrendered upon
         request.

<PAGE>

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 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  either by the laws of the State of Utah or the State
                  of  California.  If action is  brought by RE  Marketing,  this
                  agreement  will  be  governed  by  the  State  of  Utah,  with
                  jurisdiction and venue in the United States Court, District of
                  Utah and/or the Courts of Salt Lake County,  State of Utah. If
                  action is brought by Coaching Institute,  this agreement shall
                  be governed by the State of California,  with jurisdiction and
                  venue in the United States Court, the  corresponding  District
                  and/or County Courts where RE Marketing is located.

         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

<PAGE>

                  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 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/ Roger Butcher
         ----------------------                        -----------------
         Craig R. Hendricks                            Roger Butcher
         President                                     President
         Coaching Institute, Inc.                      RE Marketing


<PAGE>

                                    Exhibit A

                         Roger Butcher Coaching Programs

Package #1

         Intensive  8-Session  personalized  Roger Butcher Real Estate  Coaching
         Program                                              msrp     $1,495.00
                  -Includes Professional Sales Assessment     msrp     $  199.00
                  -Also includes Roger Butcher Real Estate
                   Master Series Study Guide                  msrp     $   89.95
                                                                       ---------
                                                 Total Value           $1,783.95

         Special package price:                                        $1,495.00


Package #2

         Powerful  10-Session  personalized  Roger Butcher Real Estate  Coaching
         Program                                              msrp     $1,695.00
                  -Includes Professional Sales Assessment              $  199.00
                  -Also includes Roger Butcher Real Estate
                   Master Series Study Guide                           $   89.95
                                                                       ---------
         Super Bonus Pack Including the following:
                  -Master series 16 cassette sales training course     $  259.95
                  -Personal Brochure Design Kit                        $   49.95
                  -Postcard Marketing System                           $   99.95
                  -Working with an Agent Video                         $   49.95
                  -Pricing to Sell for Top Dollar Video                $   49.95
                  -Listing Visual Presentation Video                   $   49.95
                  -Listing Visual Presentation (39 color pp)           $   60.00
                  -Counselor "Sold" Folder                             $   24.95
                  -Power Letters Book & Computer Disc                  $  125.00
                  -14 page personal Web Site Design                    $  795.00
                                                                       ---------
                                                 Total Value           $3,548.60

         Special Package Price                                         $1,795.00

<PAGE>

Package #3

         Expanded  12-Session  personalized  Roger Butcher Real Estate  Coaching
         Program                                              msrp     $1,995.00
                  -Includes Professional Sales Assessment              $  199.00
                  -Also includes Roger Butcher Real Estate
                   Master Series Study Guide                           $   89.95

         Super Bonus Pack                                              $1,570.00

         Delux Career Mega Pack Including the following:
                  -Dialogue Memory Flashcards                          $   45.95
                  -Absentee Owner Video                                $   49.95
                  -Expired Listing Video                               $   49.95
                  -Personal Brochure Design Video                      $   49.95
                  -Prospect & List for Sale by Owners Video            $   49.95
                  -Variable Price Ranging Video                        $   49.95
                  -Personal Assistant Program (6 cassettes)            $   89.95
                                                                       ---------
                                                 Total Value           $4,239.60

         Special Package Price                                         $1,995.00



/s/ Craig R. Hendricks                                  /s/ Roger Butcher
- - ----------------------                                  -----------------
Craig R. Hendricks                                      Roger Butcher
President                                               President
Coaching Institute, Inc.                                Real Estate Marketing



                        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.

<PAGE>

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





1221 Avenue of the Americas
New York NY 10020-1090
Telephone: (212) 596-2000

                                 March 28, 1997

Warever Corp.
112 West Business Park Drive
Draper, UT 84020


         Ladies and Gentlemen:

         Thisletter  and the attached  Standard  Distribution  Provisions,  when
signed by you and by us, will  constitute  our  agreement  with you.  (All words
defined in the Standard  Distribution  Provisions have the same meanings in this
letter.)

         1.       Rights.  You authorize us to  copy and duplicate  the Programs
in your  CD-ROM  catalogue  in CD-ROM  Devices,  to copy and  duplicate  related
Packaging  Materials,  and to  distribute  those Devices and Materials by Direct
Response Distribution,  as provided in this letter and the Standard Distribution
Provisions.

         2.       Term. The Term of this agreement will be the period  beginning
on the date of this agreement and ending March 31, 2000.

         3.       Programs.  This agreement will apply to all  Programs that you
make available for  distribution  in the form of CD-ROM Devices in the Territory
at any time during the Term of this agreement.

         4.       Royalties. We will pay  you royalties on our Net Paid Sales of
CD-ROM Devices in accordance with the Standard Distribution Provisions.

                                       Very truly yours,
                                       THE COLUMBIA HOUSE COMPANY

                                       By:  /s/ AJG
                                           -------------------------------------

AGREED:

WAREVER CORP.


By: /s/ Craig R. Hendricks, President
   -----------------------------------

<PAGE>

                        STANDARD DISTRIBUTION PROVISIONS

attached to the letter  agreement dated March 28, 1997 (CH  97-31.1(1))  between
Warever Corp.  ("you") and The Columbia House Company ("we").  The  "agreement",
below,  means the attached  letter  agreement  and these  Standard  Distribution
Provisions.


1.       Definitions

         (Each definition prescribed in this agreement will apply to all uses of
the term defined, whether or not the term is capitalized in the use concerned.)

         (a)      "Actual  Selling  Price". The price we charge our customer for
the CD-ROM Device concerned,  excluding:  (1) shipping and handling charges, (2)
sales,  excise,  and value-added taxes and any other turnover taxes, (3) customs
duties and other  importation  expenses,  and (4)  partial  credits  against our
selling prices allowed to customers for any reason. (Units for which full credit
is allowed are excluded from "Net Paid Sales" under subparagraph 1(b).)

         (b)      "Net Paid  Sales".  Those CD-ROM Devices for  which  we derive
actual  revenues,  including those  distributed to members for enrolling free of
charge or for a nominal  price  ("Introductory  Units").  Net Paid  Sales do not
include  actual  returns,  units  whose  full  selling  prices are  credited  to
customers for any reason, or units for which we are not paid the amounts due us.
(If we are paid part of the amount due us for a unit, the unpaid balance will be
treated as a credit  against the selling price under clause (4) of  subparagraph
1(a).)

         (c)      "Program".   An  information or entertainment program and  any
related  materials,   including   computer  software   programs,   that  can  be
communicated by the use of CD-ROM Devices.

         (d)      "CD-ROM  Device".  An optical disc storage  device  containing
a  Program   and  using  the   technology   commonly   known  as  compact   disc
read-only-memory  ("CD-ROM") or any subset, format, enhancement or other version
of it,  whether now known or developed in the future  (including but not limited
to CD-ROM-XA, CD-I, 3D-O, and CDTV).

         (e)      "Packaging Materials" Packaging, instruction manuals and other
informational  materials,  and other packaging elements  distributed with CD-ROM
Devices.

         (f)      "Direct  Response   Distribution"   Distribution  directly  to
consumers (not through  wholesalers or  intermediate  distributors),  and not by
sale in retail stores.

         (g)      "Territory".  The United States,  Canada and  Mexico and their
territories, possessions and military bases.


2.       Grant  of  Rights.   You  grant  and  assign  to  us  irrevocably   the
non-exclusive  rights,  under copyright and otherwise,  to copy and duplicate in
CD-ROM Devices the Programs which you make available for  distribution in CD-ROM
format, to copy and duplicate all Packaging  Materials used by you in connection
with those Programs, to advertise those Devices and to market,  distribute,  and
sell those Devices and  Materials by Direct  Response  Distribution,  during the
Term and in the Territory,  and to authorize our  subsidiaries and affiliates in
the Territory to do so.

<PAGE>

3.       Royalties.

         (a)      Basic  royalty  rates.  Your royalty  on each unit of Net Paid
Sales will be the higher of the following amounts:

                  (1)   The  applicable  percentage  of our Actual Selling Price
         specified in the "PERCENTAGE ROYALTY RATE" column below; or

                  (2)   The applicable amount specified in the "MINIMUM ROYALTY"
         column:

                 YOUR SUGGESTED              PERCENTAGE           MINIMUM
                 RETAIL LIST PRICE           ROYALTY RATE         ROYALTY
                   ("SRLP")
                  $70 and above                 17.5%               $4.50
                  $25     - $69.99              15%                 $3.00
                  ----------------              ---
                  $15     - $24.99              12.5%               $1.25
                  ----------------              -----
                  Under $15                     10%                 $0.50
                                                                    -----

If you do not publish a SRLP for the CD-ROM Device  concerned,  our regular list
price will be substituted for it in the calculation under this subparagraph (a).
Your royalties may be increased under subparagraph 3(b).

         (b)      Excess Introductory  Units If more than fifty percent (50%) of
our Net Paid  Sales of CD-ROM  Devices  in any SRLP  category  listed  above are
Introductory  Units, the royalty payable on those excess Introductory Units (the
excess  over 50%) will be  calculated  by  applying  the  applicable  percentage
royalty rate for that SRLP category to the average of our Actual  Selling Prices
for  all  CD-ROM  Devices  in  that  category,   excluding  Introductory  Units,
distributed under this agreement.

         (c)      Cumulative  Calculation.   The  calculation   called   for  in
subparagraph  3(b) will be made on a cumulative basis after the rendition of the
last royalty accounting statement due under this agreement.

         (d)      Foreign Sales.

                  (1)      Canada.  In respect of Net Paid Sales in Canada,  the
         list price and selling  price  amounts used in making the  calculations
         under this  paragraph 3 will be the same amounts in Canadian  currency,
         without exchange rate adjustments.  (For example, a unit sold in Canada
         will be  treated  as  having a SRLP of  $70.00  if your  SRLP for it in
         Canada is $70.00 (Canadian)). The royalties on Net Paid Sales in Canada
         will be calculated in Canadian  currency and paid in the equivalents in
         United States currency. (For example, if the SRLP of the unit concerned
         is $70.00 (Canadian),  the Minimum Royalty applicable to it will be the
         U.S. currency equivalent of $4.50 (Canadian)).

                  (2)      Mexico.  In respect of Net Paid Sales in Mexico,  the
         list price and selling  price  amounts used in making the  calculations
         under this paragraph 3 will be the equivalents in Mexican currency. The
         royalties  on Net Paid Sales in Mexico  will be  calculated  in Mexican
         currency and paid in the equivalents in United States currency.

                  (3)      Each  currency  conversion   calculation  under  this
         subparagraph  (d) will be based on the then current  exchange  rates at
         the close of the royalty accounting period concerned.

<PAGE>

4.       Royalty Accounting.

         (a)      We will compute and  pay  royalties due  you,  accompanied  by
accounting  statements,  within  sixty (60) days  after each March 31,  June 30,
September 30 and December 31 during the Term for the preceding three (3) months,
for each such three month period during which CD-ROM Devices are  distributed or
sold.

         (b)      You may, at  your  expense,  examine  our  books  and  records
relating to your account and the sale of CD-ROM  Devices  under this  agreement,
during our regular business hours and at the place where we regularly keep them,
for the sole purpose of verifying  the  accuracy of the  statements  sent to you
under  subparagraph  4(a).  You may make such an  examination  with respect to a
particular  statement  only once, and not later than one (1) year after the date
of the statement covering the cumulative calculation required under subparagraph
3(c).

         (c)      Each  royalty statement and  other  accounting rendered  by us
will be  conclusively  binding upon you and not subject to any  objection by you
for any reason unless you give us specific  notice of your  objections to it and
your  reasons for them before the end of the one year period  prescribed  in the
second sentence of  subparagraph  4(b). You will not have the right to sue us in
connection  with any  accounting  or for  royalties  on sales of CD-ROM  Devices
during the period covered by an accounting,  unless you commence the suit within
that one year period.


5.       Mechanical Royalties and Other Payments.  You will make all payments to
third  parties,  including  but not  limited  to  payments  to holders of rights
(including  copyrights) in musical  compositions,  master  recordings,  literary
material, audio and audiovisual elements, computer software programs,  graphics,
technology,  artwork, photographs,  names and likenesses,  required by reason of
the use of the  Programs in the  duplication,  modification  or marketing of the
CD-ROM Devices.


6.       Duplicating.

        (a)       (1)     This  subparagraph  6(a) will apply in those instances
in  which  we  elect  to  procure   duplication  of  CD-ROM  Devices  from  you.
Subparagraph 6(b) below will apply when we elect to duplicate them ourselves (or
have them duplicated by others for our account).

                  (2)      You will supply us with the CD-ROM Devices we require
for  distribution,  ready for delivery to our  customers,  in the same  quality,
packaging and format as the units you  distribute in the highest  quality retail
channels through which you distribute CD-ROM Devices.

                  (3)      The CD-ROM Devices  furnished under this subparagraph
6(a) will not contain any advertising or promotion  material or any other matter
that is not an integral part of the Program designated in our duplication order.
You  will  not  package  those  Devices  with any  inserts,  stickers,  or other
materials that: (1) are not customarily  packaged in your general release of the
CD-ROM Devices concerned; (ii) advertise or promote any CD-ROM products or other
interactive  or multimedia  products not  available to us under this  agreement;
(iii)  advertise  or  promote  any  Program  on or in any  platform,  format  or
technology  other than CDROM  Devices,  or (iv)  advertise or promote any Direct
Response Distribution or other direct marketing.

<PAGE>

                  (4)     We shall  pay you for the CD-ROM Devices you duplicate
for us in accordance  with prices listed on Schedule A plus the cost of shipping
direct from your  duplicator  to our  designated  facility.  You  represent  and
warrant  that the prices in Schedule A are your actual  duplication  costs,  FOB
your duplicator (i.e., that they do not include any creative or mastering costs,
order  processing or inventory  control  costs,  or  allocations  of overhead or
profit).  You will  review  those  duplicating  costs not less  frequently  than
semi-annually,  will notify us of any  reductions or increases in them, and will
adjust those duplicating prices commensurately with those changes.

                  (5)     With respect to the duplication and delivery of CD-ROM
Devices,  we will be treated no less  favorably  than any other  distributor  of
CD-ROM Devices for whom you duplicate or furnish duplicated  product.  You shall
make reasonable  efforts to deliver the CD-ROM Devices within fourteen (14) days
of receipt of our order.  In no event will any CD-ROM Devices be delivered to us
later than thirty (30) days after receipt of our order.  All CD-ROM Devices will
be bulk-packed for shipment to us in accordance with our specifications.

                  (6)     Payment for all CD-ROM  Devices ordered and shipped to
us shall be made within  thirty  (30) days of delivery of the CD-ROM  Devices or
our receipt of your invoices, whichever is later. All sales to us shall be final
and we shall  have no right to return  any  unsold or  returned  CD-ROM  Devices
except  defective  units. Any units returned as defective will be accompanied by
statements  describing the defect(s).  We will pay all sales taxes or equivalent
taxes resulting directly from the sale and delivery of the CD-ROM Devices to us.

         (b)      (1)     If we so  elect in any  instance, we  may  procure the
duplication of CD-ROM Devices,  including  packaging,  from other sources. If we
do, this subparagraph 6(b) will apply instead of subparagraph 6(a).

                  (2)     All CD-ROM  Devices duplicated under this subparagraph
(b) will be of a quality  comparable to the quality of CD-ROM Devices containing
the Program concerned distributed by you.

                  (3)     You will furnish to us, promptly after our request:

                           (i)      Any master,  duplicating or other  materials
         relating to the Program  that we may  require  for the  manufacture  of
         first  class   quality   CD-ROM   Devices   suitable   for   commercial
         distribution;

                           (ii)     Duplicating   film  for  the  production  of
         Packaging  Materials and labels, or, if we so elect,  graphic materials
         suitable for our use in cre~ting our own Packaging Materials and labels
         (including   modified  Packaging  Materials  to  conform  with  section
         6(a)(3)); and

                           (iii)    Any  technical  assistance  and  information
         (including but not limited to copyright,  trademark,  patent and credit
         information)  that we require to duplicate CD-ROM Devices and Packaging
         Materials.

We will reimburse you for your actual costs (excluding all origination  charges)
incurred  in  furnishing  materials  and  assistance  to us under  this  section
6(b)(3). After the end of the Term, we will return those materials to you or, at
your request,  destroy them and furnish you with an affidavit  attesting to such
destruction.

<PAGE>

7.       Termination and Post-Termination Sales For six (6) months after the end
of the Term ("Sell-Off  Period"),  we may advertise,  distribute and sell CD-ROM
Devices  duplicated or in the process of  duplication by you or by us at the end
of the Term. We will pay royalties and render  statements  regarding those sales
in the same manner as during the Term. After the end of the Sell-Off Period,  we
will notify you of the number and types of CD-ROM Devices  remaining on hand and
you may, at your option  exercisable  by notice  within  thirty (30) days of our
notice,  purchase any such CD-ROM Devices at our actual  duplicating  costs plus
shipping and handling  charges or instruct us to destroy them.  You will pay all
amounts payable in connection with the sale of all such CDROM Devices  purchased
by you.


8.       Advertising, Promotion, Packaging and Labels; Review Samples.

         (a)      We shall  have the right to use and  authorize  others  to use
the names,  likenesses  and voices of the  performers and other persons who have
rendered services in connection with the Programs, and biographical  information
about them, for  advertising and purposes of trade in connection with the CD-ROM
Devices and in institutional advertising for our company in all formats, markets
and media now known or hereafter devised.

         (b)      We may use  synopses  and  excerpts  from the  Program(s)  and
pre-existing   advertising,   publicity  and   promotional   materials  for  the
Program(s), in advertising,  promoting and publicizing the CD-ROM Devices in any
medium and by any method, including but not limited to compact disc samplers and
electronic  catalogs,  and may  authorize  others to do so,  without  additional
payment.  You will furnish us with such technical  assistance and information as
we may reasonably  require to prepare such advertising,  promotion and publicity
materials.  At our  request,  you  shall  promptly  deliver  to us a  reasonable
quantity  of  pre-existing   advertisements,   publicity  pieces  and  promotion
materials  concerning all the components of the Program as are available to you,
including but not limited to:

                  (1)     copies of critics' reviews or other commentaries;

                  (2)     a  synopsis  of   the  advertising  credits  used  for
         distribution;

                  (3)     a  list  of  principal  performers  and  their  roles,
         creators,  animators, and other significant contributors to the Program
         (including but not limited to voice-over and character voice talent);

                  (4)     a list of all  underlying  and pre-existing  materials
         contained  in the  Program or upon  which the  Program is based and the
         name of the licensor or supplier; and

                  (5)     a music cue sheet in customary form containing titles,
         composers, timings, copyrights owners and publishers.

We will  reimburse  you for your actual costs  (excluding  all  creative  costs)
incurred in furnishing  materials and  assistance to us under this  subparagraph
8(b).  After the end of the Term,  we will return such  materials  to you or, at
your request,  destroy them and furnish you with an affidavit  attesting to such
destruction.

         (c)      We shall have the right  to use the labels, trademarks,  trade
names,  designs and artwork owned,  controlled,  or distributed by you on CD-ROM
Devices and in packaging, advertising and other marketing materials for them.

         (d)      You will furnish  us with  five (5) samples of each Program in
your catalog during the

<PAGE>

Term for review purposes.


9.       Warranties and Representations.

         You warrant and represent:

                  (a)     You have the right and  power to enter  into and fully
perform this agreement;

                  (b)     No  Materials (defined  below), or  any  use  of  them
in accordance with this agreement will violate any law, infringe upon the rights
of any person or entity,  or otherwise  cause us to incur liability to any third
party. "Materials," in this subparagraph (b), means the Programs and any related
materials, including computer software programs, technology, graphics, dramatic,
literary, musical, or artistic elements, ideas, or other intellectual properties
contained in or furnished by you for use in connection  with the Programs or the
packaging, advertising, promotion or marketing of CD-ROM Devices made from them;
and

                  (c)     We will not be required to make any payments  or incur
any  liability  by reason of our  exercise of our rights  under this  agreement,
except the payments specifically provided for in this agreement.


10.      Indemnity.  You will at  all  times  indemnify  and  hold  us  and  our
licensees  harmless from and against any and all claims,  damages,  liabilities,
cost and expenses, including legal expenses and reasonable counsel fees, arising
out of any breach or alleged  breach by you of any  warranty  or  representation
made by you in this agreement. Pending the resolution of any claim in respect of
which we are entitled to be indemnified, we will not withhold monies which would
otherwise  be payable to you under this  agreement in an amount  exceeding  your
potential liability to us under this paragraph.


11.      Withdrawal of Programs You  may terminate our  rights under paragraph 2
in any  Program  for all or part of the  Territory  ("Terminated  Area")  if the
payments you are required to make to others by reason of our  distribution of it
exceed the royalties we are required to pay you. You will give us at least three
(3) months' prior notice of any such termination.


12.      Assignment. Either party may assign  its rights under this agreement in
whole or in part to any  subsidiary or  controlling  corporation,  to any entity
owned or controlled by it, or to any entity  acquiring a substantial  portion of
its  assets,  and such  rights may be  assigned  by any such  assignee.  No such
assignment  shall  relieve  such  party  of any of its  obligations  under  this
agreement.


13.      Notices.  All notices  under this  agreement  shall be  in  writing and
shall  be given by  courier  or other  personal  delivery  or by  registered  or
certified mail at the  appropriate  address  indicated  above or at a substitute
address designated by notice by the party concerned.  Each notice to us shall be
addressed  for  the  attention  of  our  Senior  Vice  President,  Business  and
Government  Affairs,  and a copy  of  each  notice  sent  to us  shall  be  sent
simultaneously  to our Senior Vice President and General Counsel.  Notices shall
be deemed given when delivered to the courier,  personally delivered, or mailed,
except that a notice of change of address shall be effective  only from the date
of its receipt.

<PAGE>

14.      Miscellaneous

         (a)      Force  Majeure.   If  we   are   materially  hampered  in  the
duplication,  advertising, distribution or sale of CD-ROM Devices because of act
of God,  accident,  fire, labor dispute,  riot or civil disorder,  act of public
enemy,  enactment  or act  of any  government  or  governmental  instrumentality
(whether federal,  state,  local or foreign),  failure of technical  facilities,
failure or delay of  transportation  facilities,  or other cause of a similar or
different nature not reasonably within our control, then we will have the right,
without limiting our other rights,  to suspend the running of the Term by notice
to you,  for the  duration  of such  contingency.  All dates and periods of time
prescribed  in this  agreement  and  occurring  during or  affected  by any such
suspension may be postponed or extended, at our discretion, for a period of time
equivalent to the duration of the suspension.

         (b)      Entire agreement; Captions. This agreement contains the entire
understanding  of the  parties  relating  to its  subject  matter  and cannot be
changed orally.  Paragraph  captions are included for convenience  only and will
not limit the interpretation of any provision.

         (c)      Waiver; Remedies. A waiver  of any term  or condition  of this
agreement  in any instance  shall not be deemed to waive it for the future.  All
remedies, rights,  undertakings,  obligations,  and agreements contained in this
agreement  shall be  cumulative  and none of them shall be in  limitation of any
other remedy, right, undertaking, obligation or agreement of either party.

         (d)      Applicable  Law.  THIS  AGREEMENT HAS BEEN ENTERED INTO IN THE
STATE OF NEW YORK,  AND ITS  VALIDITY,  INTERPRETATION  AND LEGAL EFFECT WILL BE
GOVERNED BY THE LAWS OF THAT STATE  APPLICABLE  TO  CONTRACTS  ENTERED  INTO AND
ENTIRELY  PERFORMED THERE.  THE NEW YORK COURTS (STATE AND FEDERAL),  ONLY, WILL
HAVE JURISDICTION OF ANY CONTROVERSIES  REGARDING THIS AGREEMENT;  ANY ACTION OR
OTHER  PROCEEDING  WHICH  INVOLVES SUCH A  CONTROVERSY  WILL BE BROUGHT IN THOSE
COURTS, IN NEW YORK COUNTY, AND NOT ELSEWHERE. ANY PROCESS IN ANY SUCH ACTION OR
PROCEEDING  MAY, AMONG OTHER METHODS,  BE SERVED BY DELIVERING IT OR MAILING IT,
BY REGISTERED OR CERTIFIED  MAIL,  DIRECTED TO THE  APPLICABLE  ADDRESS ABOVE OR
SUCH OTHER ADDRESS AS THE PARTY  CONCERNED  MAY DESIGNATE  PURSUANT TO PARAGRAPH
13. ANY SUCH  DELIVERY  OR MAIL  SERVICE  WILL HAVE THE SAME  EFFECT AS PERSONAL
SERVICE WITHIN THE STATE OF NEW YORK.

         (e)      Severability  The  invalidity  or  unenforceability   of   any
provision   of  this   agreement   shall  in  no  way  affect  the  validity  or
enforceability of any other provision of this agreement.

         (f)      Breach.  Neither party shall be entitled to recover damages or
to  terminate  the Term by reason of any breach of this  agreement  by the other
party,  unless the latter party has failed to remedy the breach concerned within
twenty-one (21) days after notice.

                                       THE COLUMBIA HOUSE COMPANY

                                       By:   /s/ AJG
                                           ---------------------------------

                                       WAREVER CORP.

                                       By: /s/ Craig R. Hendricks
                                           ---------------------------------

<PAGE>


Our  taxpayer  identification  number  is  87-0498368.  Under the  penalties  of
perjury, I certify that this information is true, correct, and complete.

                                           /s/ Craig R. Hendricks, President
                                           ---------------------------------
                                           For: /WAREVER CORP.


                                   SCHEDULE A

                          (Reference: Section 6(a)(4))





<PAGE>


                                   SCHEDULE A



Product            Description                                        Price
- - -------            -----------                                        -----
Action Plus LE     Powerful, yet easy-to-use productivity too         $49.95
                   including contact manager, scheduler, and
                   word processor. Designed to increase your
                   sales and help you service your customers
                   better.

                     Pricing:  Units per Order                   Cost of Goods
                               ---------------                   --------------
                               50 - 100                               $5.88
                               101-250                                $5.49
                               251-500                                $5.19
                               501-1,000                              $4.89
                               1,001+                                 $4.49

Action Spreadsheet Excel-compatible, Windows spreadsheet

                     Pricing:  Units per Order                   Costs of Goods
                               ---------------                   --------------
                               50 - 100                               $2.47
                               101-250                                $2.19
                               251 - 500                              $1.98
                               501-1,000                              $1.89
                               1,001+                                 $1.77


Action Planner     Helps you manage your time better. Includes        $29.95
                   Personal   scheduler   and  day  planner.
                   Prints to popular Day planners.

                     Pricing:  Units per Order                   Cost of Goods
                               ---------------                   --------------
                               50 - 100                               $2.94
                               101-250                                $2.71
                               251-500                                $2.45
                               501 - 1,000                            $2.29
                               1,001+                                 $2.05



                                LICENSE AGREEMENT

         THIS  LICENSE  AGREEMENT  (herein  referred to as the  "Agreement")  is
entered into in duplicate  effective  for all purposes and in all respects as of
the 13th day of April,  1999, by and between WAREVER,  INC., a Utah Corporation,
with its  principal  place of business  located at 112 West Business Park Drive,
Draper,  Utah, 84020 (herein  referred to as "Warever"),  and PLUS MARK, Inc. an
Ohio Corporation (a wholly owned subsidiary of American  Greetings  Corporation,
an Ohio  Corporation),  with its  principal  place of  business  located  at One
American Road, Cleveland,  Ohio, 44144-2398 (herein referred to as "Plus Mark"),
and SNARR AND DYER LICENSING,  LLC, a Utah Limited  Liability company having its
principal  place of business at 4728  Dearcreek  Road,  Salt Lake City, UT 84124
("Snarr").


                                    RECITALS

1.       Warever is in the business of  researching,  developing,  and marketing
         certain   proprietary    computer   software   products   and   related
         instructional, reference, learning, and training manuals and systems.

2.       Plus Mark owns all  right,  title,  and  interest  to the name and mark
         "DateWorks", along with the associated good will.

3.       Snarr owns  United  States  Patent No.  5,222,764,  along with  certain
         improvements  and  variations  with respect to the  inventions  covered
         thereby (the "Patent"),  and the name and mark "Pocket-It",  along with
         the  associated  good will,  and has licensed the same,  along with the
         Patent, to Plus Mark.

4.       Warever has and is currently  developing a customized  software program
         known as "Pocket-It" (herein referred to as the "Pocket-It  Software").
         The  Pocket-It  Software,  as  defined  in  Section  1 C  below,  is  a
         modification  of an  existing  proprietary  software  program  owned by
         Warever  (herein  referred to as the "Riptide  Software").  The Riptide
         Software is similar to the Pocket-It Software,  but is not part of this
         Agreement.  Warever owns all right,  title, and interest in and to said
         Riptide Software.

5.       Except  as set  forth on  Schedule  A,  which is  attached  hereto  and
         incorporated herein, Warever owns all right, title, and interest in and
         to the Pocket-It Software.

6.       Plus Mark desires to obtain certain  reproduction  and marketing rights
         from  Warever to the  Pocket-It  Software  on the terms and  conditions
         described herein.

         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:

<PAGE>

                              OPERATIVE PROVISIONS

1.       Definitions.  For purposes of this Agreement, the following definitions
shall apply to the respective terms:

         A.       "Warever"  shall be  defined  to mean  WAREVER,  INC.,  a Utah
Corporation; and any of its designated agents or affiliates.

         B.       "Plus  Mark"  shall be  defined  to mean  PLUS  MARK,  an Ohio
Corporation (a wholly owned  subsidiary of American  Greetings  Corporation,  an
Ohio Corporation); and any of its designated agents or affiliates.

         C.       The "Pocket-It Software" shall be defined to mean that certain
Pocket-It customized computer software program,  developed by Warever.,  and any
related or derivative works, including books, manuals,  outlines, tapes, videos,
etc.,  developed by Warever for use in connection  with the Pocket-It  Software.
The  Pocket-It  Software is a companion to the  Pocket-It  paper-based  planning
system.  The Pocket-It  Software  enables the user to print a variety of reports
directly onto the Pocket-It  planning system's forms. The Pocket-It  Software is
intended to be marketed and sold in conjunction  with the Pocket-It  paper-based
planning  system.  Except as set forth in Schedule  A,  Warever  possesses  full
ownership rights in and to the Pocket-It Software.

         D.       The "Riptide  Software"  shall be defined to mean that certain
Riptide  computer  software  program,  and  any  related  or  derivative  works,
including source code, books, manuals, outlines, tapes, videos, etc. The Riptide
Software  is  similar  to  the  Pocket-it  Software,  but is not  part  of  this
Agreement.  Warever  possesses  full  ownership  rights  in and  to the  Riptide
Software.

2.       Development of the Pocket-it Software;  Conditions  Precedent.  Warever
shall be responsible to develop the Pocket-it Software for delivery to Plus Mark
on or before April 19, 1999.  The  obligations  of PlusMark under this Agreement
are subject to  satisfaction,  at or prior to April 19, 1999,  of the  condition
that PlusMark  shall have approved the Pocket-It  Software for initial  release.
Such approval  shall be in writing and shall not be  unreasonably  withheld.  If
Plus Mark determines that product modifications or enhancements are necessary in
order to approve the initial release of Pocket-It Software, the parties will use
commercially  reasonable  efforts to work together in an  expeditious  manner to
implement those  modifications or enhancements,  and the deadline for completion
of the Pocket-It  Software shall be extended  during such time, for a period not
to exceed sixty (60) days.  Except for the initial product release,  any product
modifications or enhancements will be implemented in a subsequent release of the
product and will not prevent current product from being marketed and sold.

3.       Reproduction,  Marketing and Sales.  Warever hereby grants to Plus Mark
an exclusive license to make, have made,  reproduce,  have reproduced,  package,
market,  distribute,  promote,  use, and sell the Pocket-It Software through any
retail  outlets  throughout the United States of America during the term of this
Agreement.  The  parties  understand,  acknowledge,  and agree that  Warever may
reproduce,  package,  market,  and sell, or contract with other  individuals  or
entities  to  reproduce,   package,  market,  and  sell,  the  Riptide  Software
throughout  the world  during the term of this  Agreement.  The parties  further
understand  and  acknowledge  that Plus Mark and Snarr are in no way  prohibited
from  developing or having  developed  other software for use in connection with
the  Pocket-It  paper-based  planning  system,  provided  such

<PAGE>

software does not infringe any of Warever's rights with respect to the Pocket-It
Software.

4.       Customer  Registration  and Support.  For all  Pocket-It  Software sold
pursuant  to this  Agreement,  Plus  Mark  shall be  responsible  for  inserting
customer  registration  cards in each package for the purpose of  capturing  the
names, addresses,  telephone numbers, e-mail addresses, and other information to
identify each customer that purchases the Pocket-It  Software.  The registration
card is to be mailed by the Customer to Warever Corporation's  corporate address
provided.  Warever shall then be  responsible  to register all the customers who
send in a registration  card or register by electronic  means,  and provide them
with  appropriate and reasonable  product support.  The parties  acknowledge and
agree that Plus Mark and Warever jointly own all right,  title,  and interest in
and to the customer information. One of the primary, but not exclusive, purposes
for which  Warever is to use the customer  information  is to ascertain  feature
preferences  by  the  customers.  Such  customer  feature  preferences  will  be
considered  by Warever  for  implementation  in future  version  releases of the
Pocket-It Software.

5.       Royalty Payments. As consideration therefor, Plus Mark hereby agrees to
pay Warever a royalty fee of Five and 00/100 Dollars ($5.00) for each individual
Pocket-it  Software program (unit) sold by a retail outlet throughout the United
States of America  during the term of this  agreement and for which  PlusMark is
paid by the retailer,  less all returns.  Plus Mark shall send (by United States
mail) to  Warever  within  thirty  (30) days  following  the end of each month a
report for the previous month  detailing all sales of the Pocket-It  Software by
the retail outlets, which said report shall include information concerning:  (a)
the name, address, and telephone number of each retail outlet; (b) the dates and
number of the Pocket-It  Software  programs  (units) sold by each retail outlet;
and (c) the appropriate royalty fee payment.

6.       Inspection and Auditing.  PlusMark shall keep and maintain complete and
accurate  records of the  transactions  underlying  the reports to be  furnished
hereunder.  All books of accounts  and records  shall be kept  available  for at
least two (2) years from the date of the report to which  they  relate.  Warever
may, at Warever's  expense and on ninety (90) days'  advance  written  notice to
PlusMark,  conduct an annual audit of  PlusMark's  books of accounts and records
relating  to the  reports  to be  flirnished  hereunder.  Such  audit  shall  be
conducted during regular  business hours at a mutually  agreeable time and place
and shall not materially interfere with the conduct of PlusMark's business.

7.       License. Subject to the terms and conditions herein set forth,  Warever
hereby  grants to Plus Mark an  exclusive,  non-transferable  License to use the
Pocket-It  Software solely for the purposes set forth in Sections 3 and 4 above.
This License shall become  effective upon the date of this Agreement,  and shall
continue  throughout the term of this  Agreement.  This License shall  terminate
upon the termination of this Agreement.  The termination of the License shall in
no way restrict the right of PlusMark and/or resellers to sell,  advertise,  and
promote those individual  Pocket-It Software programs which were produced during
the term of this Agreement,  so long as Warever  continues to be compensated for
the products sold according to the terms of this Agreement. Warever warrants and
represents  that it (1) has  authority in all respects to enter this  Agreement;
(2) holds all such  rights,  title,  and interest in the  Pocket-It  Software as
required  to  permit  Warever  to enter  into this  Agreement;  and (3) that the
obligations  and rights herein  granted shall be binding upon its successors and
assigns.

8.      Ownership of the Pocket-It Software. The Pocket-It Software shall be the
sole and exclusive  property of Warever and shall not be  reproduced,  marketed,
distributed,   sold,  licensed,  used,  revealed,  disclosed,  or  communicated,
directly or indirectly,  by Plus Mark to any person or entity  whatsoever  other

<PAGE>

than pursuant to the License and for the purposes specifically set forth herein.
Plus Mark acknowledges  Warever's  ownership,  right, title, and interest in the
Pocket-It Software, and of the copyrights,  trademarks,  and patents thereto and
in any and all derivative works therefrom.  Plus Mark further  acknowledges that
it does not acquire any rights of ownership in the Pocket-It  Software by reason
of performing its duties hereunder and/or providing certain contributions in the
development of the Pocket-It Software.

9.      Discoveries  and Improvements.  Warever shall own  those  modifications,
improvements  and  developments  to  the  Pocket4t   Software  made  by  Warever
independently  of PlusMark  during the term of this Agreement and PlusMark shall
own those modifications, improvements and developments to the Pocket-It Software
made by PlusMark independently of Warever during the term of this Agreement. The
parties shall jointly own all jointly developed modifications,  improvements and
developments  made  during  the  term of this  Agreement.  Neither  party  shall
preclude the other from using any  independent or joint  developments as long as
such party continues to distribute, promote or sell the Pocket-It Software.

10.      Copying Restrictions  and Requirements. Plus  Mark agrees  that on each
copy of the  Pocket-It  Software  it shall  properly  reproduce  all  notices of
Warever's patent,  copyright,  trademark,  or trade secret rights as provided by
Warever.  Plus Mark also agrees that on each copy of the  Pocket-It  Software it
shall property reproduce Warever's logo, design style, and layout as provided by
Warever. Furthermore, Plus Mark shall also include in each package (unit) of the
Pocket-It  Software  program a  shrinkwrap  license  agreement to be provided by
Warever.  Nothing in section 10 shall  restrict  PlusMark  from  reproducing  on
copies of the Pocket-It  Software any  Pocket-It  patent,  copyright,  trademark
rights, logo, design style and layout, or any other patent, copyright, trademark
rights,  logo, design style and layout, in the manner and style as PlusMark sees
fit.

11.      Indemnification.

         A.       By Warever.    Warever hereby agrees to indemnify, defend, and
hold harmless  PlusMark,  its  subsidiaries,  affiliates,  and their  respective
officers, directors, employees, and agents, from and against all claims, losses,
damages,   expenses,   obligations,   penalties,   demands,  suits,  procedures,
assessments, judgments, costs and liabilities (including the reasonable costs of
collection,  investigation,  attorney's  fees  and  other  reasonable  costs  of
defense)  arising out of or resulting  from: (1) any breach or alleged breach of
any  warranty  or  representation;  (2) the  authorized  use by  PlusMark of the
Poeket-It  Software;  (3) any claims of  infringement,  including all copyright,
trademark,  patents,  or other intellectual  property rights associated with the
Pocket-It  Software  (except claims based on the  intellectual  property  rights
listed in  Schedule  A),  or on the  negligence  or  intentional  misconduct  of
PlusMark; or (4) Warever's performance of its obligations under this Agreement.

         B.       By PlusMark.  PlusMark  hereby agrees to indemnify, defend and
hold  harmless  Warever,  its  subsidiaries,  affiliates,  and their  respective
officers, directors,  employees and agents, from and against all claims, losses,
damages,   expenses,   obligations,   penalties,   demands,  suits,  procedures,
assessments, judgments, costs and liabilities (including the reasonable costs of
collection,  investigation,  attorney's  fees  and  other  reasonable  costs  of
defense)  arising out of or resulting  from: (1) any breach or alleged breach of
any  warranty  or  representation;  (2) the  authorized  use by  PlusMark of the
Pocket-It  Software:  (3) PlusMark's  performance of its obligations  under this
Agreement.

<PAGE>

         C.       General.  The  parties   agree  to   provide   prompt  written
notification  of any claim  requiring  indemnification,  and agree to reasonably
cooperate  in the  defense of any such  claim.  The party  obligated  to provide
indemnification  may do so with  attorneys of its own  choosing,  and shall have
authority to settle or otherwise  dispose of such claim.  The provisions of this
Section 11 shall survive the termination or expiration of this Agreement.

12.      Independent Contractor Status. It  is understood  and agreed  that  the
parties are  independent  contractors  and not  officers,  employees,  partners,
agents,  or affiliates of the other party or its customers and clients,  and the
parties agree not to make any  representations  to the contrary.  Any conduct in
which either 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. Each party agrees,
that as an independent contractor, it does not have authority to sign contracts,
notes, or obligations, or to make, purchase, acquire, or dispose of any property
for or on behalf of the other or any of its  customers  and  clients,  and shall
only have authority to perform those  services  specifically  described  herein.
Nothing in this Agreement shall be construed as creating any partnership,  joint
venture, or other joint arrangement.  Each party is solely and completely liable
for all labor and direct  expenses in connection  with any of its obligations to
be performed hereunder.

13.      Confidential Information

         A.       Warever  Confidential  Information.  For the  purposes of this
Agreement,  "Warever  Confidential  Information"  shall  mean  all  information,
without limitation,  pertaining to Warever's trade secrets,  financial and other
business data, technical information, and development of the Pocket-It Software,
including,  but not limited  to,  drawings,  tools,  models,  written  technical
information,  materials,  data, know-how,  source code, and oral communications,
provided that such information has been adequately  identified as proprietary or
confidential   or  could  be  reasonably   considered  to  be   proprietary   or
confidential.  Any written or pictorial  embodiments of the Warever Confidential
Information  provided by Warever to PlusMark in accordance  with this  Agreement
are the property of Warever and shall be returned to Warever upon termination of
this Agreement.

        B.        PlusMark  Confidential  Information.  For the purposes of this
Agreement,  PlusMark Confidential Information shall include, without limitation,
reports,  trade  secrets,  technical,  financial,  and other  business  data and
documentation,   and  all  information  pertaining  to  PlusMark's  manufacture,
production  and  marketing  of the  Pocket-It  Software  and the  Pocket-It  and
Pocket-It paper-based planning systems,  including but not limited to, drawings,
tools, models,  written technical  information,  materials,  data, know-how, and
oral  communications,   provided  that  such  information  has  been  adequately
identified as proprietary or confidential  or could be reasonably  considered to
be  proprietary  or  confidential,  including  all written and oral  information
already  received  by  Warever  from  PlusMark  prior to the  execution  of this
Agreement,  and including the terms and existence of this Agreement. Any written
or pictorial  embodiments of the PlusMark  Confidential  Information provided by
PlusMark  to Warever in  accordance  with this  Agreement  are the  property  of
PlusMark and shall be returned to PlusMark upon terinination of this Agreement.

        C.        Exclusions   The   parties  agree  that  neither  the  Warever
Confidential Information nor the PlusMark Confidential Information shall include
any information that:

<PAGE>

                  1.       is made public by the disclosing party;

                  2.       is or  hereafter  becomes  part of the public  domain
                  through no wrongful  act,  fault or  negligence on the part of
                  the receiving party or parties;

                  3.       the  receiving   party  or  parties  can   reasonably
                  demonstrate  is already in the  possession  of such  receiving
                  party or parties and not subject to an existing  agreement  of
                  confidentiality;

                  4.       is received  from a third party  without  restriction
                  and without breach of this Agreement;

                  5.       was independently developed by the receiving party or
                  parties as evidenced by its/their records; or

                  6.       the  receiving  party  or  parties  are  required  to
                  disclose  pursuant  to a  valid  order  of a  court  or  other
                  governmental body; provided however, that the recipient of the
                  confidential  information shall first have given notice to the
                  disclosing  party or  parties  and shall  give the  disclosing
                  party or parties a  reasonable  opportunity  to  interpose  an
                  objection  or obtain a  protective  order  requiring  that the
                  confidential  information  so  disclosed  be used only for the
                  purposes for which the order was issued.


         D.       Survival. The parties further agree, for a period of three (3)
years following the termination of this Agreement,  not to disclose Confidential
Information  of the other party to any third  party,  except as provided in this
Agreement,  unless  specifically  authorized by the other party in writing.  The
provisions of this section 13 will survive the termination or expiration of this
Agreement.

         E.       Covenant Not to Compete. Plus Mark  covenants and  agrees that
it shall not at any time during the term of this Agreement,  and for a period of
one (1) year after the  termination  of this  Agreement  (except  termination by
PlusMark  pursuant to Section 14B (1)),  engage in any  business  that  develops
and/or  markets a product  for sale to retail  outlets in the  United  States of
America that is similar to and/or in competition with the Pocket-It Software, or
solicit or influence (or attempt to solicit or influence)  any of the suppliers,
customers, employees, or other clients of Warever to terminate their dealings or
employment  with  Warever  to work for  PlusMark.  The  parties  understand  and
acknowledge  that this Section 13E applies only to PlusMark and does not bind or
purport to obligate American  Greetings  Corporation or any of its subsidiaries,
divisions, or affiliates other than PlusMark.

14.      Default and Remedies.

         A.       Default.  The  occurrence   of  any  of  the  following  shall
constitute a default and breach of this Agreement:

                  1.       Failure to observe  or  perform  any of the  parties'
                           respective  covenants,   agreements,  or  obligations
                           hereunder; or

<PAGE>

                  2.       The filing of a voluntary or involuntary  petition by
                           or against either party under any law for the purpose
                           of adjudicating such party bankrupt; or for extending
                           time for payment, adjustment, or satisfaction of such
                           party's    liabilities;    or   for   reorganization,
                           dissolution,  or  arrangement  on  account  of  or to
                           prevent  proceedings,   and  all  consequent  orders,
                           adjudication,  custodies,  and  supervision  are  not
                           dismissed,  vacated, or otherwise  permanently stayed
                           or  terminated  within  sixty  (60)  days  after  the
                           assignment, filing, or other initial event.

         B.       Remedies.  If any  material breach  occurs,  the non-breaching
party has the  following  remedies in addition to all other  rights and remedies
provided  by  law or  equity,  to  which  the  non-breaching  party  may  resort
cumulatively or in the alternative:

                  1.       The   non-breaching   party  may,  at  its  election,
                           terminate  this  Agreement  by giving  the  breaching
                           party   notice  of   termination   pursuant   to  the
                           provisions  herein. On the giving of notice,  all the
                           breaching  party's  rights  in  the  Agreement  shall
                           immediately terminate.

                  2.       The rights and remedies of any of the parties  hereto
                           shall not be mutually  exclusive  and the election of
                           one remedy for any one item  shall not  foreclose  or
                           prevent an election  of any other  remedy for another
                           item,  or for  the  same  item at a  later  time.  In
                           general,   the  respective   rights  and  obligations
                           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
                           Section 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.

                  3.       The  parties  specifically  agree  that any breach of
                           Section 13 of this  Agreement by one party will cause
                           immediate  and  irreparable  damage and injury to the
                           other,  and  confirm  that  damages  at law may be an
                           inadequate  remedy for a breach or threatened  breach
                           of such provisions.  In the event of such breach, the
                           nonbreaching  party  shall be entitled by right to an
                           injunction (without the necessity of posting any bond
                           in connection  therewith)  restraining  the breaching
                           party from violating any of said provisions.

15.      Marketing Requirements.  Except as  set  forth  in Section  17B of this
Agreement,  Plus Mark hereby  agrees in good faith to  reasonably  and  actively
market the Pocket-It  Software to the various  American  Greeting retail outlets
throughout the United States of America and to the end user/customer.

16.      Term of Agreement. Subject to the provisions for  termination contained
herein,  this Agreement and the License granted  hereunder shall commence on the
effective  date hereof and shall continue for a period of two (2) years from the
delivery  date (on or before  April 19,  1999) of the  Pocket-It  Software  from
Warever to Plus Mark.  Following the expiration of the said two (2) year period,
this  Agreement  and  the  License  granted  hereunder  shall  continue  for  an
indefinite period of time until terminated as provided in Section 17 below.

<PAGE>

17.      Termination of Agreement.

         A.       By  Either  Party.  In  addition  to any  other provisions for
termination contained herein, after the initial two (2) term hereof as set forth
in Section 16 above,  either party may terminate  this Agreement at any time and
for any cause by giving the other party at least  sixty (60) days prior  written
notice in accordance with the notice provisions set forth herein.

         B.       By  Plus   Mark  for  Discontinuance  of  Pocket-It  Business.
If PlusMark  discontinues  selling the Pocket-It  paper-based planning system at
any time  with or  without  cause  in  PlusMark's  sole  discretion,  then  this
Agreement  shall  terminate on thirty (30) days' advance  written notice of such
discontinuation to Warever.

18.      General Provisions.

         A.       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 its scope or breadth, such provision shall be deemed valid
to the extent of the scope or breadth permitted by law.

         B.       Entire  Agreement.  This  Agreement   sets  forth  the  entire
agreement  between the  parties and  supersedes  all prior  agreements,  whether
written or oral. No promise, representation,  warranty, or covenant not included
in this Agreement has been or is relied upon by the parties to this Agreement.

         C.       Covenants and  Conditions.  Each  provision of  this Agreement
performable  by  either  party  shall  be  deemed  to be both a  covenant  and a
condition.

         D.       Assignment.  This Agreement shall be binding upon and inure to
the benefit of the parties and their respective heirs, personal representatives,
successors,  legal  representatives  and assigns;  provided that this  provision
shall not be construed as permitting assignment,  substitution,  delegation,  or
other  transfer  of rights or  obligations  by each party  except with the prior
written  consent of the other party,  which  consent  shall not be  unreasonably
withheld.

         E.       Headings.  The headings to the various Sections and Paragraphs
of this  Agreement  are for  convenience  and ease of reference  only and do not
define,  limit,  augment,  or  describe  the scope,  content,  or intent of this
Agreement or any part or parts of this Agreement.

<PAGE>

         F.       Notices. All notices given under any of the provisions of this
Agreement must be in writing and shall be deemed to have been given either:  (a)
when  delivered in person to the recipient  named below;  or (b) upon deposit in
United States mail,  either registered or certified,  return receipt  requested,
postage prepaid, addressed to the party or person intended as follows:

                  "Warever"              WAREVER, INC.
                                         Craig R. Hendricks, President
                                         112 West Business Park Drive
                                         Draper, Utah 84020
                                         1-800-766-7229

                  "Plus Mark"            PLUS MARK, INC.
                                         An American Greetings Company
                                         Kurt A. Spitler, Vice President of
                                         Sales & Marketing
                                         One American Road
                                         Cleveland, Ohio 44144-2398
                                         1-800-321-3040

                                         with a copy to

                                         AMERICAN GREETINGS CORPORATION
                                         One American Road
                                         Cleveland, OH 44144
                                         Attention: General Counsel

                  "Snarr"                SNARR AND DYER LICENSING, LLC,
                                         4728 Dearcreek Road
                                         Salt Lake City, UT 84124

         Either  party  may,  by notice  given at any time or from time to time,
require subsequent  notices to be given to another individual person,  whether a
party,  officer, or representative,  or to a different address, or both. Notices
given before actual  receipt of notice of change shall not be invalidated by the
change.

         G.       Time.  Time  is  of  the  essence  of  each  term,  provision,
condition, and covenant of this agreement.

         H.       Counterparts. This Agreement may be executed simultaneously in
two or more counterparts,  each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.

         I.       Gender and Number.  The  singular  number  include  the plural
whenever the context so indicates.  The neuter gender  includes the feminine and
masculine,  the  masculine  includes the  feminine and neuter,  and the feminine
includes the masculine and neuter, and each includes  corporation,  partnership,
limited liability  company,  or other legal entity when the context so requires.
The word  "person"  means  person or persons or other  entity or entities or any
combination of persons and entities.

         J.       Governing  Law,  Dispute  Resolution,  Limitation  on Damages.
The  validity,

<PAGE>

interpretation,  and  performance  of  this  Agreement  will  be  determined  in
accordance with the laws of the State of Ohio without regard to conflict of laws
rules.  The parties will attempt to settle all disputes  amicably within 30 days
of  receipt  of  written  notice of a  dispute  through  non-binding  mediation.
However,  if they are  unsuccessful,  any dispute  arising out of or relating to
this  Agreement  (other  than the right to secure  injunctive  relief)  shall be
settled by binding  arbitration  in Cleveland  under Ohio law. Such  arbitration
shall  be  administered  by  the  American  Arbitration  Association  under  its
Commercial  Arbitration  Rules,  and  judgment  on  the  award  rendered  by the
arbitrators may be entered in any court having jurisdiction thereof. In no event
shall  either  party  be  liable  for  any  indirect,  special,  incidental,  or
consequential  damages (whether defined as such or provided for under applicable
case law, statute, or otherwise) in any way connected with this Agreement,  even
if the party has advance notice of the possibility of such damages.

         K.       Waiver. 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 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 of its 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 frill 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.

         L.       Modification and  Amendment. This  Agreement may be amended or
modified only by an instrument in writing signed by all the parties hereto.

         IN WITNESS WHEREOF,  the parties have executed this Agreement effective
the date and year set forth above.

"WAREVER"

WAREVER, INC.
A Utah Corporation

By: /s/ Craig R. Hendricks
   -----------------------------
   CRAIG R. HENDRICKS, President




"PLUS MARK"
An Ohio Corporation, a wholly owned subsidiary
of American Greetings Company, an Ohio Corporation


By: /s/ Kurt A. Spitler
   ----------------------------------------------------
   KURT A. SPITLER, Vice President of Sales & Marketing

<PAGE>


SNARR AND DYER LICENSING, LLC
A Utah Limited Liability Company


By:  /s/  Doug Snarr
    --------------------------
    DOUG SNARR, President


<PAGE>

                                   Schedule A

All  Trademarks,  Trade  Names,  Patents,  Copyrights,   Tradedress,  and  other
intellectual  property related to the Pocket-It  paper-based planning system and
the Pocket-It product line.





                              LIST OF SUBSIDIARIES


                                                                 OWNERSHIP
                                    GOVERNING                  INTEREST OF THE
         NAME                      JURISDICTION                   COMPANY

Coaching Institute, Inc.             Utah                           85%

Warever Corp.                        Utah                           85%



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