This handbook serves a four-fold purpose: (1) it functions as a reference guide for counselors using the Otis Spunkmeyer Student Motivational Program (SMP); (2) individuals in other corporations who are interested in sponsoring their own Student Motivational Program (SMP) may use it to train counselors; (3) it serves as a program overview for general audiences interested in ways businesses support students and families and supplement educational institutions; and (4) its philosophical basis and implications should motivate persons to develop adjunct programs both inside and outside the confines of current thought and institutions. Educators designed SMP to help students in their academic and personal growth. The program involves students' schools and families to enhance student potential, personal success, and promote responsible citizenry. High school guidance counselors recommend ninth-grade students for the program, which then begins in tenth grade. Potential participants must exhibit positive attitudes and behavior, have some academic or extra-curricular achievement, or the potential for developing these, and a willingness to improve themselves through dedicated work. Students typically attend the program up through 12th grade. They participate in group tutoring and various counseling and assistance programs. Appendices offer 47 information sheets on academic, personal, and group concerns. (RJM)