COACHING AND STRATEGIC AGREEMENT

This  agreement is entered into this 6th day of January,  1999 between  Coaching
Institute,  Inc., a Utah company with its principal place of business located at
112 West Business Park Drive,  Draper, UT 84020, and RE Marketing,  a California
company  with its  principal  place of business  located at 11330  Sunrise  Park
Drive, #C, Rancho Cordova, CA.

                                    RECITALS

1.       Coaching  Institute is engaged in the  business of  providing  coaching
         services.

2.       RE Marketing requires the services from Coaching Institute that are set
         forth in this agreement ("Services").

3.       Coaching  Institute  desires to provide Services to RE Marketing and RE
         Marketing desires to receive Services from Coaching Institute.

NOW,  THEREFORE,  in consideration of the foregoing,  the mutual promises herein
contained,   and  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which are hereby  acknowledged,  the parties  hereto,  intending
legally to be bound, hereby agree as follows:

                              OPERATIVE PROVISIONS

1.      ASSOCIATION.      Coaching  Institute  and  RE  Marketing  hereby  agree
to be  associated  with each other on and  subject  to the terms and  conditions
herein.  It is the intention of Coaching  Institute and RE Marketing to focus on
their respective areas of business and technological  expertise,  and to enhance
their own and each other's  business  opportunities  by associating  together to
offer solutions to their customers whenever and wherever possible.

2.      INDEPENDENT CONTRACTORS.      It is understood and agreed by the parties
that as to their relationship with each other they are independent  contractors.
Nothing in this  Agreement  shall be  construed  as  creating  any  partnership,
agency, joint venture, or other joint obligation,  and both parties agree not to
make any  representations to the contrary.  Any conduct in which a party engages
in connection  with or in the  performance of this Agreement  shall be solely in
its capacity as an independent  contractor,  and nothing in this Agreement shall
be  construed  to  the  contrary.   The  parties  agree  that,  as   independent
contractors,   they  do  not  have  authority  to  sign  contracts,   notes,  or
obligations,  or to  purchase,  acquire,  or dispose of any  property  for or on
behalf of the other party or any of its customers, and shall only have authority
to perform those services  specifically  described herein.  Each party is solely
responsible  and  liable  for all  labor and  expenses  in  connection  with its
services  performed  hereunder,  and  for  any  and  all  damages  which  may be
occasioned  on account of the operation of this  Agreement,  whether the same be
for personal injuries or damages of any other kind.

<PAGE>

3.       TAX LIABILITY.   Each party assumes full responsibility for the payment
of its  respective  taxes,  assessments,  or  contributions,  whether  state  or
federal,  as to  compensation  paid  and/or the  services  performed  under this
Agreement.   Each  party  also  agrees  to  pay  any  and  all  gross  receipts,
compensation, transaction, sales, use, or other taxes or assessments of whatever
nature or kind levied or  assessed as a  consequence  of the  compensation  paid
and/or services performed under this agreement.

4.       INTELLECTUAL PROPERTY.  Ownership of all intellectual  property remains
with the creator of the property.

5. BUSINESS RELATIONSHIP.  During the term of this agreement,  the parties agree
to the following:
         A.       Coaching Institute responsibilities
                  1.       Coaching  Institute  will  develop  the RE  Marketing
                           Coaching  Program  and  associated  curriculum.   The
                           curriculum will be focused on the sales and marketing
                           of real estate,  building  communication  skills, and
                           personal  and  business   development.   Professional
                           skills assessment will be included.
                  2.       Coaching Institute will hire and train  appropriately
                           skilled coaches and mentors.
                  3.       Coaching  Institute  will hire and train  salespeople
                           that will  appropriately  represent  the RE Marketing
                           organization.
                  4.       Coaching  Institute will provide inbound and outbound
                           call center  services to market the coaching  program
                           to RE Marketing seminar attendees - non-buyers.
                  5.       Coaching Institute is responsible for maintaining its
                           phone system, phone lines, computer equipment, office
                           supplies,  office  space,  and  other  materials  and
                           assets   necessary   to  perform   its   function  to
                           adequately  support  and  market  services  to the RE
                           Marketing customer base.
                  6.       To  maintain or assist in the  maintenance  of the RE
                           Marketing database
                  7.       To  forward  all  coaching   tuition   moneys  to  RE
                           Marketing.
                  8.       To include a coaching  evaluation  and feedback  form
                           with  every  program.  All  completed  copies of this
                           form,  as well as any  testimonial  letters,  will be
                           forwarded to RE Marketing.

         B.       RE Marketing responsibilities:
                  1.       To promote and sell the RE Marketing coaching program
                           in all its seminars, workshops, and other venues.
                  2.       To work in  conjunction  with  Coaching  Institute to
                           assure that the  expectations  regarding  the quality
                           and content of the coaching program are met.

<PAGE>

                  3.       To provide Coaching Institute with customer names and
                           lists  of  seminar  attendees  and  other  interested
                           parties  on  a  regular   basis  for  the  intent  of
                           marketing the coaching program to them.
                  4.       To provide  materials,  including  copies of software
                           packages sold,  training  videos,  and other relevant
                           information for the coaching staff.
                  5.       To process all RE Marketing  coaching  sales  through
                           its  merchant  account or through  its  financing  or
                           lease program.
                  6.       To  compensate  Coaching  Institute  according to the
                           financial arrangements contained herein and to pay on
                           a schedule  according to, or similar to, the "general
                           procedures guidelines" provided.

         C.       Mutual Responsibilities
                  1.       It  is  understood   that  an   undertaking  of  this
                           magnitude,  with  the  possibility  of  thousands  of
                           individuals  contacted,  enrolled,  and spoken  with,
                           there will inevitably be some individuals who will be
                           displeased   with  some   aspect   of  the   service.
                           Therefore,   if  there  are  any  concerns  regarding
                           representations   made,   the   quality   of  service
                           provided,  or the  manner  in  which  a  customer  is
                           treated,  both  parties  agree to  notify  the  other
                           immediately  and use their  combined  best efforts to
                           rectify the situation.  Customer  satisfaction is the
                           ultimate goal.

6.       COMPENSATION.  - The retail value  associated with the coaching program
         is  $1,495.00 - $1,995.  RE  Marketing  agrees to  compensate  Coaching
         Institute as follows for each program or package sold.  The  percentage
         of payment to  Coaching  Institute  will be made after the credit  card
         processing fee is deducted.

                  Bundled or Sold by R.E.M.          Sold by Coaching Institute
                            55%                                        70%

         A.       Coaching Packages -
                           Initial package  offerings to be sold are detailed in
                           Exhibit A. Coaching packages may be changed from time
                           to time with mutual approval from Coaching  Institute
                           and RE Marketing.

         B.       Separate Product Sales -
                           When RE  Marketing  products are sold  separately  by
                           Coaching  Institute,  and not in  conjunction  with a
                           coaching program, Coaching Institute will receive 40%
                           of the gross sale amount.  These  individual  product
                           sales will be included  on the weekly  reconciliation
                           report with regular coaching package sales.

7.       MUTUAL  EXCLUSIVITY  AND  NON-COMPETE - Throughout the duration of this
         agreement,  REM  grants  Coaching  Institute,  Inc.  status as its sole
         provider of coaching services. REM agrees not to develop any similar or

<PAGE>

         competing  program  and also  agrees not to utilize  other  third-party
         coaching providers through the duration of this agreement.

8.       TERM OF AGREEMENT-  This  agreement  will be subject to a 120-day trial
         period. Either party may terminate this Agreement within 30 days of the
         termination  of the trial  period.  After the  completion  of the trial
         period, and subject to the provisions for termination contained herein,
         this  Agreement and the  association  hereunder  shall  commence on the
         effective date hereof and shall  continue for a period of 1 year.  Upon
         the completion of the 1-year term of the agreement,  the agreement will
         automatically  extend an  additional  2 years  unless  notification  is
         received according to the terms in paragraph 9.

9.       TERMINATION  -  Either  party  may  terminate  this  Agreement  on  the
         expiration  date by giving  written  notice to the other party at least
         ninety (90) days prior to the expiration of the Agreement.  The premise
         of this  arrangement is that it will continue so long as it is mutually
         beneficial

10.      RESTRICTIVE COVENANTS - Each party understands that the other party has
         disclosed  and will disclose  certain  knowledge  concerning  the other
         party's trade secrets, proprietary information,  business and marketing
         methods, procedures, products, and services, including, but not limited
         to, names of customers,  clients, and suppliers, and other things which
         constitute  the  property of the other party and which enable the other
         party to compete successfully in its business.  In consideration of the
         parties  association with each other and these disclosures,  each party
         agrees as follows:

         A.  Confidential   Information;   Covenant  of  Non-Disclosure;   Trade
         Secrets--Proprietary  Information.  Each party  covenants that it shall
         treat all such  matters  relating  to the  other  party's  business  as
         confidential and proprietary information entrusted to said party solely
         for accomplishing the purposes of this agreement,  and shall not at any
         time,  either  during  or  after  the  term of this  Agreement,  either
         directly or indirectly,  use, divulge,  disclose, or communicate to any
         person,  firm, or corporation  any  information  concerning any matters
         affecting  or relating to the  business of the other  party,  including
         without limiting the generality of the foregoing, any of its customers,
         clients,  suppliers,  the  prices it obtains  or has  obtained  for the
         services  it  renders  and/or  the  products  it  sells,  or any  other
         information, written or otherwise, concerning the business of the other
         party, the manner of operation, plans processes,  products,  employees,
         or other data  without  regard to  whether  all the  foregoing  will be
         deemed confidential,  material, or important.  Upon termination of this
         agreement,  or when this  agreement  becomes null and void,  each party
         shall  inform the other party as to what  material and  information  is
         confidential.  The named material and information  shall not be used in
         any way by the other party and, if possible,  shall be surrendered upon
         request.

<PAGE>

11.      INDEMNIFICATION.  The  party  to  whom a  customer  is  referred  shall
         indemnify  the  referring  party  against all  liability  or loss,  and
         against  all  claims  or  actions  based  upon  or  arising  out of the
         relationship  between the  referred  customer and the party to whom the
         customer was referred pursuant to the terms of this Agreement, or based
         upon any violation of any statute,  ordinance, code, or regulation, and
         the  defense  of any such  claims or  actions.  Each  party  shall also
         indemnify the other against all liability and loss in connection  with,
         and shall assume full  responsibility  for, payment of their respective
         federal, state, and local taxes, contributions,  or assessments imposed
         or required as a result of this Agreement.

12.      GENERAL PROVISIONS

         A.       Remedies. The rights and remedies of any of the parties hereto
                  shall not be exclusive.  In general, the respective rights and
                  obligation   hereunder   shall  be   enforceable  by  specific
                  performance,   injunction,  or  other  equitable  remedy,  but
                  nothing  herein  contained  is  intended  to or shall limit or
                  affect any rights at law or by  statute  or  otherwise  of any
                  party  aggrieved  as against  the other  party for a breach or
                  threatened  breach  of any  provision  hereof,  it  being  the
                  intention of this Paragraph to make clear the agreement of the
                  parties  that the  respective  rights and  obligations  of the
                  parties hereunder shall be enforceable in equity as well as at
                  law or otherwise.

         B.       Governing  Law,  Jurisdiction,  and Venue.  This  Agreement is
                  governed  either by the laws of the State of Utah or the State
                  of  California.  If action is  brought by RE  Marketing,  this
                  agreement  will  be  governed  by  the  State  of  Utah,  with
                  jurisdiction and venue in the United States Court, District of
                  Utah and/or the Courts of Salt Lake County,  State of Utah. If
                  action is brought by Coaching Institute,  this agreement shall
                  be governed by the State of California,  with jurisdiction and
                  venue in the United States Court, the  corresponding  District
                  and/or County Courts where RE Marketing is located.

         C.       Entire  Agreement.  This  instrument  sets  forth  the  entire
                  agreement   among  the  parties  and   supersedes   all  prior
                  agreements,  whether  written  or oral.  All parts of  Section
                  titles  or  Paragraph  captions  of  this  Agreement  are  for
                  convenience  only,  and  shall  not be  deemed  part  of  this
                  Agreement,  and in no way define, limit,  augment,  extend, or
                  describe the scope, content, or intent of any part or parts of
                  this Agreement.

         D.       Binding Effect and Assignment. This Agreement shall be binding
                  upon and inure to the benefit of the parties  hereto and their
                  representatives,  successors, and assigns; provided,  however,
                  that this  provision  shall  not be  construed  as  permitting
                  assignment,  substitution,  delegation,  or other

<PAGE>

                  transfer of rights or  obligations by either party except upon
                  the prior written consent of both parties hereto.

         E.       Waiver  or  Forbearance  Unless  otherwise  indicated  herein,
                  failure by any party to insist upon the strict  performance of
                  any covenant, duty, agreement, or condition of this Agreement,
                  or to exercise  any right or remedy  consequent  upon a breach
                  thereof,  shall not  constitute a waiver of any such breach or
                  of any other  covenant,  agreement,  term, or  condition.  Any
                  party,  by notice  delivered  in the manner  provided  in this
                  Agreement,  may, but shall be under no obligation to waive any
                  rights or any conditions to its obligation  hereunder,  or any
                  duty,  obligation,  or covenant of any other party.  No waiver
                  shall  affect or alter the  remainder of this  Agreement,  but
                  each and every other covenant,  agreement,  term and condition
                  hereof shall continue in full force and effect with respect to
                  any other then existing or subsequently  occurring  breach. To
                  be  effective,  any  waiver  must be  signed  by both  parties
                  hereto.

         F.       Severability.  In the event that any condition,  covenant,  or
                  other provision herein contained is held to be invalid or void
                  by any  court of  competent  jurisdiction,  the same  shall be
                  deemed  severable  from the  remainder of this  Agreement  and
                  shall in no way affect any other covenant or condition  herein
                  contained.  If such  condition,  covenant,  or other provision
                  shall be  deemed  invalid  due to is scope  or  breadth,  such
                  provision  shall be deemed valid to the extent of the scope or
                  breadth permitted by law.


         The  parties  have  executed  this  Coaching  and  Strategic  Agreement
effective the date and year set forth above.



         /s/ Craig R. Hendricks                        /s/ Roger Butcher
         ----------------------                        -----------------
         Craig R. Hendricks                            Roger Butcher
         President                                     President
         Coaching Institute, Inc.                      RE Marketing


<PAGE>

                                    Exhibit A

                         Roger Butcher Coaching Programs

Package #1

         Intensive  8-Session  personalized  Roger Butcher Real Estate  Coaching
         Program                                              msrp     $1,495.00
                  -Includes Professional Sales Assessment     msrp     $  199.00
                  -Also includes Roger Butcher Real Estate
                   Master Series Study Guide                  msrp     $   89.95
                                                                       ---------
                                                 Total Value           $1,783.95

         Special package price:                                        $1,495.00


Package #2

         Powerful  10-Session  personalized  Roger Butcher Real Estate  Coaching
         Program                                              msrp     $1,695.00
                  -Includes Professional Sales Assessment              $  199.00
                  -Also includes Roger Butcher Real Estate
                   Master Series Study Guide                           $   89.95
                                                                       ---------
         Super Bonus Pack Including the following:
                  -Master series 16 cassette sales training course     $  259.95
                  -Personal Brochure Design Kit                        $   49.95
                  -Postcard Marketing System                           $   99.95
                  -Working with an Agent Video                         $   49.95
                  -Pricing to Sell for Top Dollar Video                $   49.95
                  -Listing Visual Presentation Video                   $   49.95
                  -Listing Visual Presentation (39 color pp)           $   60.00
                  -Counselor "Sold" Folder                             $   24.95
                  -Power Letters Book & Computer Disc                  $  125.00
                  -14 page personal Web Site Design                    $  795.00
                                                                       ---------
                                                 Total Value           $3,548.60

         Special Package Price                                         $1,795.00

<PAGE>

Package #3

         Expanded  12-Session  personalized  Roger Butcher Real Estate  Coaching
         Program                                              msrp     $1,995.00
                  -Includes Professional Sales Assessment              $  199.00
                  -Also includes Roger Butcher Real Estate
                   Master Series Study Guide                           $   89.95

         Super Bonus Pack                                              $1,570.00

         Delux Career Mega Pack Including the following:
                  -Dialogue Memory Flashcards                          $   45.95
                  -Absentee Owner Video                                $   49.95
                  -Expired Listing Video                               $   49.95
                  -Personal Brochure Design Video                      $   49.95
                  -Prospect & List for Sale by Owners Video            $   49.95
                  -Variable Price Ranging Video                        $   49.95
                  -Personal Assistant Program (6 cassettes)            $   89.95
                                                                       ---------
                                                 Total Value           $4,239.60

         Special Package Price                                         $1,995.00



/s/ Craig R. Hendricks                                  /s/ Roger Butcher
----------------------                                  -----------------
Craig R. Hendricks                                      Roger Butcher
President                                               President
Coaching Institute, Inc.                                Real Estate Marketing