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                                                                   Exhibit 10.22

                                   EMPLOYERS

                                    RESOURCE

                            CO-EMPLOYMENT AGREEMENT

                                  Co-Employer

Employers Resource Management Company, Inc., hereinafter referred to as
Employers Resource, and Co-Employer, herein named above, wish to enter into a
Contract for the provision of employment services by Employers Resource for
Co-Employer. Both parties understand and agree that Employers Resource will not
assume the responsibility of providing employment services without adequate
security by Co-Employer. Thus, Co-Employer's payment of Employers Resource's
initial Service Fee. Administrative Fee and Account Reserve, is regarded as a
CONDITION PRECEDENT to the parties' dirty to perform and right to receive the
obligations and benefits set forth below. Co-Employer's failure to satisfy the
condition precedent abrogates the parties' rights and liabilities under the
terms of this Agreement. Co-Employer retains the obligation to provide worker's
compensation insurance, payroll, and all other employee benefits if: (1) it
fails to disclose any employee to Employers Resource; or (2) it fails to make
any payment to Employers Resource as required under the Agreement.

TERMS AND CONDITIONS

1.   PURPOSE

     Employers Resource agrees to provide employment services as described
     herein and Co-Employer agrees to accept such service, and both parties,
     jointly and severally, agree to abide by the covenants and terms
     hereinafter set forth.

2.   TERM OF AGREEMENT

     This Agreement shall remain in effect from pay period to pay period. At the
     conclusion of each pay period, Co-Employer's payment of Employers
     Resource's Service Fee and Account Reserve, and any applicable
     Administrative Fee, is a CONDITION PRECEDENT to the parties' continued duty
     to perform and right to receive the obligations and benefits under the
     Agreement. Co-Employers failure to satisfy tire condition precedent
     abrogates the parties' rights and liabilities under the terms of the
     Agreement. However, Co-Employer's failure to satisfy the condition
     precedent shall not affect the financial obligations of the parties which
     have accrued prior to such failure.

3.   SERVICES

     By this Agreement, Employers Resource agrees to assume certain of
     Co-Employer's common law Employer responsibilities and liabilities.
     Employers Resource further agrees to hold Co-Employer harmless, subject to
     the terms of this Agreement, with respect to all such responsibilities and
     liabilities assumed. In that regard, Employers Resource and Co-Employer
     shall act as joint Co-employers with respect to the employees of
     Co-Employer. Employers Resource is specifically responsible for payment of
     employee payroll; employer federal, state and local taxes; specified
     employee benefits; and all required federal, state and local employee
     payments or withholdings from wages.

     Co-Employer and Employers Resource agree to the extent that Employers
     Resource has established and maintained an employee welfare benefit plan as
     defined by the Employee Retirement Income Security Act of 1974 as amended
     (ERISA), and to the extent that Co-Employer elects to provide, through such
     plan, welfare benefits for its employees; and that Employers Resource is to
     act in the interest of Co-Employer with respect to the benefits provided
     under such plan. Employers Resource agrees it will so act in the interest
     of Co-Employer with regard to Co-Employer's co-sponsorship of such welfare
     benefit plan.

     Employers Resource will hold harmless and indemnify Co-Employer for direct,
     out-of-pocket Costs which result from Employers Resource's failure to pay
     any required benefit or other payment specified. Direct out-of-pocket Costs
     as hereinabove set forth shall riot include, nor shall Employers Resource
     be responsible for, Co-Employer's loss of profit, business goodwill,
     consequential, special or incidental damages.

4.   ADMINISTRATION

     Employers Resource may exercise the right to control and direct certain
     management functions including but not limited to, recruiting, hiring,
     training, evaluation, supervision, discipline, replacement, termination of
     employees and the conducting of safely programs. Co-Employer agrees to hold
     harmless,

     defend and indemnify Employers Resource for any expenses including court
     costs and legal fees incurred in defending any claims resulting from the
     willful misconduct of criminal activities of employees co-employed with
     Employers Resource and which occurred in the course of the co-employee's
     employment. Co-Employer will:

     a.  periodically review and evaluate performance and wages of employees and
         recommend to Employers Resource adjustments to wages and employee job
         functions and titles.

     b.  verify all employee time submissions and assume responsibility for
         correct wage and hour submissions made to Employers Resource.

     c.  assist Employers Resource in administering unemployment claims and
         labor complaints. Such assistance will include, but not be limited to,
         the providing of all pertinent information and the appearance at trials
         and/or hearings, as needed.

     d.  comply with all local, state and federal guidelines for taxes, wages,
         work rules, Fair Labor Standards Act, Equal Employment Opportunities,
         discrimination rules and such directives as Employers Resource may
         issue.
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5.   INSURANCE

     Employers Resource shall furnish and keep in full force and effect during
     the term of this Agreement, Workers' Compensation insurance covering all
     employees which Employers Resource co-employs with Co-Employer under this
     Agreement.

     If any employee is to drive a vehicle of any kind in the Context of
     covered employment, Co-Employer shall furnish liability insurance. The
     policy shall insure against public liability for bodily injury and
     property damage with a minimum combined single limit (CSL) of five hundred
     thousand dollars ($500,000). In states where "no fault" laws apply,
     Personal Injury Protection Insurance (P.I.P.) or equivalent coverage shall
     apply.

     Co-Employer agrees to keep in full force and effect at all times during
     the term of this Agreement a comprehensive general liability insurance
     policy in the minimum combined single limit (CSL) of five hundred thousand
     dollars ($500,000), insuring Co-Employer against bodily injury and
     property damage liability caused by Co-Employer's premises-operations,
     completed operations and/or products. Said policy shall also include
     blanket contractual liability.

     Co-Employer shall provide evidence of the insurance coverages required by
     this Section by causing the insurance carrier to issue a certificate of
     insurance to Employers Resource, allowing not less than thirty (30) days
     advance notice of cancellation or material change.

6.   APPROVAL OF EMPLOYEES

     Employers Resource shall have no obligations under this Agreement to
     Co-Employer or to employees co-employed with Co-Employer unless
     Co-Employer obtains and delivers to Employers Resource all documentation
     required:

     a.  under the terms arid conditions set forth in the Immigration and
         Naturalization Laws of the United States;

     b.  by the Internal Revenue Service, including a properly completed W-4;

     c.  under the laws or regulations of any agency or jurisdiction;

     d.  by Employers Resource, the administrator of any Employers Resource
         Employee Welfare Benefit Plan, or any workers' compensation carrier
         which may insure Employers Resource.

     Employers Resource reserves the right to reject any person for employment
     if, in its opinion, that person's record for safety Constitutes an
     unreasonable risk.

7.   SAFE WORK ENVIRONMENT

     Co-Employer agrees to comply, at its expense, with any laws, regulations,
     ordinances, rules or directives imposed by any controlling federal, state
     or local government agency having jurisdiction over the work place, health
     and safety, by Employers Resource or any worker's compensation carrier
     which may insure Employers Resource.

     Co-Employer further agrees to:

     a.  Provide or ensure the rise of all safety equipment and/or personal
         protective equipment;

     b.  Allow the inspection of its premises to examine whether employees are
         exposed to air unsafe work place or a peculiar risk (if harm;

     c.  Report immediately all employee accidents and injuries to Employers
         Resource.

     Nothing in this section shall constitute a release of Co-Employer's dirties
     under the laws of any jurisdiction or as set forth in this Agreement.
     Further, by this section, Employers Resource assumes no dirty to monitor
     workplace conditions, remedy unsafe conditions, or otherwise ensure the
     safety of employees.

8.   HOLD HARMLESS

     Co-Employer agrees to indemnify, defend, and told Employers Resource
     harmless from and against any and all liability, expense (including Court
     costs and attorney fees) and claims for damage of any nature whatsoever,
     whether known or unknown as though expressly set forth and described
     herein, which Employers Resource may incur, stiffer, become liable for, or
     which may be asserted or claimed against Employers Resource as a result of
     the acts, errors, or omissions of the Co-Employer or employees of
     Co-Employer including, without limitation, any violation or breach of
     Section 7 by Co-Employer. This Section 8 shall be inclusive and not
     exclusive of any other part of this Agreement.

     In the event of any payment by Employers Resource of any liability of
     Co-Employer, Employers Resource shall be subrogated to the extent of such
     payment to all rights of recovery thereof, and Co-Employer shall execute
     all papers required and shall do everything that may be necessary to
     secure such rights including the execution of such documents necessary to
     enable Employers Resource to effectively bring suit in the name of
     Co-Employer.

9.   MISCELLANEOUS CHARGES

     EMPLOYERS RESOURCE RESERVES the right to establish charges for returned
     checks or hank items, freight or delivery charges and/or miscellaneous
     charges incurred in the normal course of business.

10.  MATERIAL BREACH

     The following actions or failure to act either singularly or jointly shall
     constitute material breach of this Agreement;

     a.  Failure to pay the Service Fees when due or to comply with any payment
         of fee requirement of this Agreement;

     b.  Failure to provide insurance required by Section 5 of this Agreement;

     c.  Failure to comply with any local, state or federal regulation or
         directive for wages, work rules, discrimination or employment
         opportunity as required by Section 4 of the Agreement;

     d.  Failure to provide a safe work environment or comply with any
         directive regarding the health and safety of employees as required by
         Section 7 of this Agreement;

     e.  Failure to comply with any other provision in this Agreement.

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11.  ASSIGNMENT

     No rights or obligations under this Agreement may be assigned by
     Co-Employer without prior written consent of Employers Resource.

12.  ENTIRE AGREEMENT

     This Agreement and attached proposal and/or addendums constitute the
     entire agreement between the parties as to this subject matter and may be
     executed by any representative of Employers Resource. Any modification,
     addition or deletion of this Agreement must be approved by an Officer of
     Employers Resource.

13.  WAIVER

     Failure by either party to require performance or to claim a breach of the
     Agreement shall so constitute a waiver of any provision of this Agreement,
     any subsequent breach, not prejudice either with regard to action for a
     subsequent breach.

14.  NOTICES

     Any notice or demand required under this Agreement shall be given by
     personal delivery in writing, or registered or certified mail. The notice
     or demand shall be sent to the address specified by the recipient party
     and shall be effective 48 hours after mailing. In matters which require
     immediate communication, telephone communication may be used with written
     confirmation.

15.  GOVERNING LAW

     This Agreement shall be governed by the laws of the state in which the
     Co-Employer resides.

16.  PARTIAL INVALIDITY

     Should any term, warrant, covenant, condition or provision of this
     Agreement be held to lie invalid or unenforceable, the balance of this
     Agreement shall remain in full force and shall stand as if the
     unenforceable provision did not exist.

17.  DISPUTE RESOLUTION

     Employers Resource and Co-Employer mutually contract and agree that any
     and all claims, disputes or Controversies, whether based on contract,
     quasi-contract, tort, offenses, quasi-offenses or otherwise arising out of
     or in any way relating to this contract or the breach or termination of
     same, whether based on the Constitution, statutes, Code(s), or common law
     of the United States or of any State, including the arbitrability of any
     claim, dispute or controversy, shall be exclusively resolved by the
     parties first trying to settle in a Mediation under the Mediation Rules
     of, administered by and conducted by the Neutrals of the National
     Association for Dispute Resolution, Inc., failing which, settlement of the
     dispute shall be by binding arbitration conducted under the commercial
     Arbitration Rules of, administered by and conducted before an Arbitration
     Tribunal of Neutrals of the National Association for Dispute Resolution,
     Inc.

18.  ATTORNEY FEES

     If suit is brought by either party regarding a breach, default, or to
     enforce the terms of this Agreement, the prevailing party in such action
     shall receive reasonable attorney's fees and costs, interest and such other
     relief as a court may determine.

19.  SECTION HEADINGS

     Tie Section headings of this Agreement are for reference only and shall not
     be considered in the interpretation of this Agreement.

20.  TERMINATION OF THE AGREEMENT

     This Agreement may be terminated by either party upon thirty (30) days
     notice to the other party. Employers Resource may terminate this Agreement
     at any time in the event of a "material breach," as described in Section
     10, by Co-Employer.

     Termination of the Agreement shall terminate the co-employment relationship
     between Employers Resource, Co-Employer and their co-employees. This
     includes, but is not limited to, any and all benefits provided under the
     Agreement. Termination of this Agreement shall not affect the financial
     obligations of the parties which have accrued prior to such termination.

21.  FEES FOR SERVICE AND RESERVES

     a.  Fees are as outlined in the Proposal for Services which is hereby
         attached to and made a part of this Co-Employment Agreement. Fees and
         charges for benefits are subject to changes in Employers Resource's
         cost of taxes and insurance.

     b.  Set-Up Fees for initial enrollment of employees will be as specified in
         the Proposal for Services. The set-up fee for each subsequent new hire
         will be $25

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     c.   Account reserves will be as specified in the Proposal for Services.
          Said reserves may be adjusted at the discretion of Employers Resource
          to reflect current estimated payroll charges for each pay period and
          to ensure performance of the terms of this Agreement.


EMPLOYERS RESOURCE MANAGEMENT COMPANY, INC.

Signature ____ /s/ Richard Bonzer _______________________________

Name _____________ Richard Bonzer ___________________

Title ____________ Account Executive ________________



CO-EMPLOYER

Signature ____ /s/ David B. Coulter ____________________________

Name _____________ David B. Coulter _________________

Title ____________ President/CEO_____________________


Date: __________ 09-29-98__________________________

Executed at: ____ Westminster, California _______________________


[This agreement covers all executive officers of the Company, except Michael
Palmer and Terry Herbeck, as well as all other employees of the Company]