EXHIBIT 10



	INDEPENDENT CONTRACTOR AGREEMENT


	This Independent Contractor  Agreement (the 
"Agreement") is made effective the 1st day of February, 1999, by 
and between Resolution Assistance Corporation, a Utah corporation 
("RAC") and Martin Macey and Equitable Resolutions Group LLC 
(hereinafter Martin Macey and Equitable Resolutions Group LLC 
shall jointly be referred to as "Mr. Macey"). 
 
	W I T N E S S E T H

	WHEREAS, Mr. Macey has developed information, materials 
and products dealing with conflict identification and resolution 
under the trade name Equitable Resolutions Group LLC;

	WHEREAS, RAC desires to engage Mr. Macey for the 
purpose of developing and marketing such products for and in 
behalf of RAC in accordance with the terms and conditions of this 
Agreement;

	THEREFORE, in consideration of the covenants and 
promises contained herein and other good and valuable 
consideration, the receipt, adequacy and legal sufficiency of 
which are hereby acknowledged, RAC and Mr. Macey hereby agree as 
follows:

	1.	Engagement.  RAC hereby engages Mr. Macey and Mr. 
Macey hereby accepts the engagement as an independent contractor 
of RAC to market and further develop information, materials, 
products and programs related to conflict identification and 
resolution as well as other products that the parties agree may be 
marketable to assist in solving problems and issues arising in the 
workplace or any other products and programs which may be produced 
and sold at a profit (the "Products").  The Products shall include 
all Products developed by Mr. Macey to date as well as Products 
developed during the term of this Agreement. 

	2.	Duties.  Mr. Macey shall diligently market, 
promote and further develop the Products during the term of this 
Agreement and any renewal thereof and personally work full time at 
such marketing, promoting and developing.  Mr. Macey shall conduct 
his own business and may employ sales representatives, agents or 
employees for purposes of furthering the development and promotion 
of the Products.  Mr. Macey shall be solely responsible for the 
control, supervision and direction of its sales representatives, 
agents or employees, and their compensation, expenses and any 
other associated costs or liabilities. Mr. Macey is responsible 
for the declaration and payment of all local, state and federal 
taxes that may accrue because of compensation received from RAC.  
It is expressly understood that neither Mr. Macey nor any of his 
sales representatives, agents or employees is an employee, agent, 
or partner of RAC. 
 
	3.	Compensation.  Mr. Macey shall receive from RAC 
$50,000.00 in connection with entering into this Agreement (the 
"Initial Payment").  The Initial Payment shall be in part 
consideration for a one-third ownership interest in the Products 
which is hereby transferred to RAC by Mr. Macey.  This one-third 
ownership interest in the Products shall survive the termination 
of this Agreement.  After the payment of the Initial Payment, the 
sale and/or distribution of all Products and the proceeds 
therefrom shall be aggregated to determine the gross revenue from 
the Products (the "Gross Revenue").  When calculating Gross 
Revenue, RAC shall subtract the actual cost of goods (video tapes, 
audio cassettes and printing costs, etc.) provided at seminars,  
through the mail, through the Internet and other methods.  RAC 
shall give Mr. Macey two-thirds of the Gross Revenue.  Mr. Macey 
shall be responsible for all costs and taxes incurred incident to 
the creation and distribution of Product in any capacity as set 
forth in Section 2 above. Further, any costs, expenses or charges 
incurred in connection with marketing or promoting Products, 
including, without limitation, transportation expenses and 
insurance, shall be the sole responsibility of Mr. Macey.
  
	4.	Term.  The term of this Agreement shall commence 
on the date hereof and shall continue for two years.  The term 
shall renew automatically in increments of 12 months unless either 
party notifies the other party of its desire to not renew the 
term.  Such notice must be given 90 days prior to the end of the 
initial two year term or any renewal thereof.

	5.	Assignment.  Neither party may assign its rights 
or duties under this Agreement without the consent of the other 
party.

	6.	Personal Services Agreement.  This Agreement is a 
personal services agreement between RAC and Mr. Macey. Mr. Macey 
shall make available his services under this Agreement.  At such 
time, if ever, as Mr. Macey ceases to personally render the 
services called for in this Agreement,  RAC shall have the option 
to terminate the Agreement.
  
	7.	Attorneys' Fees.  In any action or proceeding 
brought to enforce this Agreement, the prevailing party shall be 
entitled to recover all costs and expenses, including reasonable 
attorneys' fees and costs, incurred in connection therewith, 
whether such costs and expenses are incurred with or without suit, 
or before or after judgment. 
 
	8.	Notice.  Any notice required or permitted to be 
given under this Agreement will be sufficient if delivered or 
mailed by certified mail, with proper postage affixed, to Mr. 
Macey at 9581 South Hillsborough Heights Road, Sandy, Utah 84092, 
or if to RAC, to its offices at 870 E. 9400 S., Suite B105, Sandy, 
Utah  84094, or such other address as either party hereto may 
hereafter indicate in writing to the other.
  
	9.	Enforceability.  If any provision herein is found 
to be void, voidable or unenforceable, it shall be enforced to the 
extent allowed by law, and the remaining provisions hereof shall 
remain in full force and effect. 

	5.	Captions.  The captions set forth in this 
Agreement are for reference purposes only and are not to be 
considered to form a part of this Agreement. 
 
	6.	Entire Agreement.  This Agreement sets forth the 
entire agreement and understanding of the parties and supersedes 
all prior understandings, agreements or representations by or 
among the parties.

	12.	Governing Law.  This Agreement shall be governed 
by, and construed in accordance with, the laws the state of Utah 
without giving effect to any conflict of laws provisions.  	

IN WITNESS WHEREOF, the parties hereto have caused this Agreement 
to be duly executed as of the date first above written.  

				RESOLUTION ASSISTANCE CORPORATION
				a Utah corporation


				/s/C. Brenton Woods	
				C. Brenton Woods, President
				

				EQUITABLE RESOLUTIONS GROUP LLC


				/s/Martin Macey		
				Martin Macey, LLC Manager and/or Member
				

				/s/Martin Macey		
				Martin Macey, Individual