B\Coach Systems Barter Agreement [Please print and fax to: B\Coach Admin at 253-484-2126 ]

B\Coach Systems, LLC, P.O. Box 1136, Mills, WY 82644 hereinafter known as the 1^st Party, and REGISTRANT (person registering online for this program), hereinafter known as the 2^nd Party desire to enter into the following agreement based on the following consideration:

1^st Party agrees to provide access to a minimum of 200 hours of training and coaching with materials as the 1^st Party deems necessary during the following six months from the date of this agreement for the B-Coach Development System (http://www.b-coach.com) to the 2^nd Party.

2nd Party agrees to the following:

1. Attend virtual training and coaching classes of approximately 1 to 1.5 hours in length for a minimum of 3 hours per week over the telephone and to pay long distance charges for doing so at a 90% completion average during the course of the program for six months.
2. Provide 1^st Party with 200 hours of service to be fulfilled or carried out within one year of registration date.
3. Service is defined as the following:

The maximum service is determined by the 2^nd Party, however the minimum service is providing virtual labor hours on projects, coaching or mentoring of approved participants of the B\Coach or as directed by and approved by the 1^st Party over the telephone and for the following:

Services are with permission of 2^nd Party but must contain required amount of the options below:

• The number of virtual labor hour units for each virtual labor contribution of the 2^nd Party will be assigned by the 1^st Party
• 1 hour of telephone time provided by 2^nd Party is equal to 1 hour with a client, a project team or peer as directed by the 1^st Party
• 1 hour of face to face, in person time provided by 2^nd Party on behalf of 1^st Party is considered to account for “2” hours of time for this agreement, as long as the face to face time is within 50 miles of the 2^nd Party’s residence and does not require a stay over night. (Expenses are reimbursed by 1^st Party to 2^nd Party)
• 1 hour of face to face time where the 2^nd Party is required to stay over night or is more than 50 miles from their primary residence is counted as “3” hours of time for this agreement. (Expenses are reimbursed by 1^st Party to 2^nd Party)
• The service provided by the 2^nd Party as a part of fulfillment for this agreement is deemed to be willing, professional and in accordance with the ethics of the International Consortia of Business Coaches (ICBC) in performance of duties, services and obligations under this agreement. [ http://www.i-cbc.com/cbc/manifesto1.htm ]
• In any case where the 2^nd Party incurs out of pocket expenses other than long distance phone charges, the 2^nd Party agrees to bill the 1^st party with an itemized list and copies of all receipts within 30 days, whereupon the 1^st Party agrees to compensate the 2^nd Party for those expenses within 30 days of receipt by the 1^st Party in US Dollars.
• Once the 200 hours of service are completed the agreement is no longer in force and the 2^nd Party is released from any obligation to the 1^st Party.
• The 2^nd Party agrees to represent the interests of the 1^st Party in promoting, recruiting and training other individuals in the B\Coach as deemed necessary by the 1^st Party during the period of this agreement.
• In the case of a referral by the 2^nd Party to the 1^st Party where money is exchanged by an individual, business or corporation with the 1^st Party, the 1^st Party agrees to pay the 2^nd Party a commissioned amount according to the normal schedule of commissions currently in force by the 1^st Party. [Currently 10% of amount paid on commissionable sales—note, not all sales are commissionable.]
• In the event of a referral from the 1^st Party to the 2^nd Party where money or services are exchanged between the 2^nd Party and an individual, business or corporation where materials or programs by the 1^st Party are used in the exchange, the 2^nd Party agrees to pay the 1^st Party a commission of 25% of the fees that would have been realized in a monetary exchange for the referral.

4.  The services performed by the 2^nd Party on behalf of and in accordance with this agreement are performed in the capacity of an independent contractor and no employment arrangement is assumed or inferred through this agreement in any way during any part of the transactions to be conducted now or in the future between the 1^st Party and the 2^nd Party.

5.  The 1^st Party agrees that at any time, should the 2^nd Party desire to end this agreement that the following fee schedule would be in force: (All fees are considered to be in US Dollars paid by check, money order or MC/Visa)

• Cancellation or failure to perform the obligation of the 2^nd Party within one year or withdrawing from the program within 30 days of the start of training, the 2^nd Party agrees to forfeit any fees paid.  This fee is due and payable upon written notice of either party of cancellation of this agreement for either non-performance in attendance of training or coaching sessions or blatant disregard by the 2^nd Party of professional standards of conduct.
• Cancellation or failure to perform the obligation of the 2^nd Party within one year or withdrawing from the program between 30 days and 90 days, the fee paid by the 2^nd Party will be $995.00 and is due and payable upon written notice.
• Cancellation or failure to perform the obligation of the 2^nd Party within one year or withdrawing from the program between 90 and 180 days, the fee paid by the 2^nd Party will be $1995.00.

6. The 1^st Party may terminate this agreement at any time in writing should the conduct of the 2^nd Party violate the ethics or professional standards listed by the ICBC for professional conduct by written notice mailed to the address of record of the 2^nd Party upon the mailed of such denotes the dissolution of this agreement and the binding elements thereof.

7. The 2^nd Party agrees to deliver back services in the same manner as received and therefore will deliver services of 36 hours prior to the commencement of the 9^th week of B\Coach Development, 67 hours prior to the commencement of the 18^th week of development 97 hours prior to the commencement of the 25^th week of development and will complete the delivery of services prior to the 1 year anniversary of their registration date for the program UNLESS other arrangements are made prior to these dates in writing.  It is the responsibility of the 2^nd Party to properly account for and provide weekly notice of hours that must be approved by the 1^st Party in order to meet the requirements of service delivery.  At any point in time, notices of hours delivered can be scrutinized and disallowed if proper cause is found during the examination of notices.

This agreement is made between and by the 1^st and 2^nd Party as a mutual consideration of services to be provided commencing on the date listed for this agreement. This agreement is made this date ________________,                   by and between,

___________________________________

Manager B\Coach Systems, LLC, 1^st Party

___________________________________

2^nd Party

Mailing Address                                               City,                 State,               Zip

___________________________________

Phone Number

___________________________________

Email Address

A faxed version is considered to be acceptable for legal recognition of intent to enter into and abide by the terms of the agreement by both parties.

B\Coach Systems Barter Agreement [Please print and fax to: B\Coach Admin at 253-484-2126 ]

No Part of this agreement constitutes an employer—employee relationship nor does it create an employment agreement in any form.

B\Coach Systems Barter Agreement [Please print and fax to: B\Coach Admin at 253-484-2126 ]