This curriculum is designed to increase middle level students' understanding of positive leadership through ethical decision making, and to help them apply knowledge learned to realistic situations. The program objectives are to: (1) provide students with an understanding of the characteristics needed for positive leadership; (2) provide participants with a system of principles based on values and ethics that promote positive leadership; (3) provide participants with definitions of values and ethics; (4) develop an understanding of how values and ethics are acquired; (5) develop a personal and school/community creed; (6) provide participants with a process for making ethical decisions; (7) provide participants with the opportunity to explore the application of ethical values to school and society; and (8) develop an understanding of the relationship between values and ethics and leadership. Fifteen class period units are provided which combine cognitive learning, interactive exercises, and small group discussions. The units address: (1) positive leadership characteristics; (2) choices and values; (3) how and when values are acquired; (4) community social values; (5) making good choices; (6) group dilemma; (7) individual group dilemma; (8) small group dilemma reports; (9) leadership license; (10) follow-ups; and (11) evaluation. Each unit includes specific activities, objectives, materials lists, process guidelines, and student assignments. Eleven student handouts are also included. (SD)