This Agreement is made this ___ day of ____________, 2005, between _________________________________________________________,

a corporation organized and existing under the laws of the State/Province of ____________________________, with its principal place of business at ______________________________________________, herein referred to as Corporation, and Dayton Associates, a sole proprietorship, with its principal place of business at 477 123rd Place NE, Bellevue, Washington, herein referred to as Consultant.

1. SERVICES: Presentation / Seminar Schedule

Date: _______________________ Time: ______________________

Location: ____________________________________________________________

2. PAYMENT Corporation will pay Consultant $_________ for delivery of presentation/seminar.

OPTIONAL Seminar Handout Materials will be provided to Corporation at $_______ per seminar participant. Number of Seminar Participants:_______.

TRAVEL EXPENSES Consultant shall be reimbursed for all reasonable out-of pocket expenses, including expenses for travel and lodging outside of Bellevue, WA., that are incurred at the request of Corporation. Corporation agrees to reimburse Consultant for First-Class air travel.

PAYMENT SCHEDULE Corporation agrees to pay 50% of the seminar fee upon signing this agreement. This fee is considered a "scheduling and development fee" and is non-refundable. Corporation agrees to pay the remaining 50% of the seminar fee on the first day of the seminar. All charges for out-of-pocket travel expenses are due within ten [10] days of receipt of Consultant's invoice.

3. CONFIDENTIALITY Each party acknowledges and agrees that any and all information concerning the other's business is "Confidential and Proprietary Information", and each party agrees that it will not permit the duplication, use or disclosure of any such "Confidential and Proprietary Information" to any person (other than its own employee, agent or representative who must have such information for the performance of its obligations hereunder), unless such duplication, use or disclosure is specifically authorized by the other party. "Confidential and Proprietary Information" is not meant to include any information which, at the time of disclosure, is generally known by the public or any competitors of the parties to this Agreement.

4. SEMINAR MATERIALS AND ELECTRONIC RECORDING Client-Centered Seminar materials are for the sole and exclusive use of seminar participants. Seminar materials will not be copied or distributed to any other parties without express written permission from Consultant.

No recording of any type (audio or video) will be allowed during this program without a separate recording and licensing agreement.

5. MISCELLANEOUS Corporation may terminate this agreement, but will forfeit scheduling fees, by giving 30 days notice to Consultant. Any modifications or addendum to this contract shall only be made in writing.

This Agreement shall be governed by the laws of the state of Washington. If either Corporation or Consultant employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover attorney's fees.

In Witness Whereof, the Parties hereto have executed this Agreement as of the day and year first above written.

COMPANY: ________________________________ Title: ____________

DAYTON ASSOCIATES: _____________________________, Consultant