Sample Business Contracts

Employment Agreement - Renaissance International Group Ltd. and John Williams

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                          EMPLOYMENT AGREEMENT

     THIS AGREEMENT (this "Agreement") is by and between RENAISSANCE
INTERNATIONAL GROUP, LTD., a Nevada corporation ("Company"), and JOHN
WILLIAMS, an individual ("Employee").


     A.   Company is engaged, among other things, in the business of
managing and operating medical facilities and developing digital interface
technology systems for the medical and related industries ("Company
Business").  Employee has substantial experience and expertise in the area
of corporate finance.

     B.   Company desires to retain the services of Employee as an
and Employee desires and is willing to continue employment with the Company
in that capacity.

     C.   Company and Employee desire to embody the terms and conditions of
Employee's employment in a written agreement, which will supersede all
prior agreements of employment, whether written or oral, pursuant to the
terms and conditions hereinafter set forth.

     D.   The Board of Directors of Company (the "Board"), has determined
that it is in the best interests of Company and its shareholders to assure
that Company will have the continued dedication of Employee,
notwithstanding the possibility, threat or occurrence of a Change of
Control (as defined in Section 6(f)) of Company.  The Board believes it is
imperative to diminish the inevitable distraction of Employee by virtue of
the personal uncertainties and risks created by a pending or threatened
Change of Control and to encourage Employee's full attention and dedication
to Company currently and in the event of any threatened or pending Change
of Control, and to provide Employee with compensation and benefits
arrangements upon a Change of Control which ensure that the compensation
and benefits expectations of Employee will be satisfied and which are
competitive with those of other corporations.  Therefore, in order to
accomplish these objectives, the Board has caused Company to enter into
this Agreement.


     In consideration of the recitals and mutual agreements hereinafter set
forth, the parties agree as follows:

     1.   EMPLOYMENT.  Company agrees to continue to employ Employee on a
full-time basis, in accordance with the terms and conditions set forth
herein, and Employee agrees to accept such continued full-time employment
in accordance with said terms and conditions.  Employee shall have such
duties and responsibilities as shall be allocated to him from time to time
by the Board in his capacity as the Chief Financial Officer/Vice President
of Finance.  Employee's title and duties may be changed from time to time
in the discretion of Company's Board so long as he is maintained in an
executive capacity with duties, responsibilities and privileges
commensurate with his current level of employment.  Employee agrees to
devote his full time, skill, knowledge and attention to the business of
Company and the performance of his duties under this Agreement.  Employee
shall report directly to the President of Company.

     2.   TERM.  The initial term (the "Term") of employment under this
Agreement shall commence on March 16, 1998 (the "Effective Date") and shall
continue for a period of five (5)


years, unless earlier terminated as set forth in Section 6 below. 
Thereafter, this Agreement shall automatically renew for an additional
three-year period (the "Renewal Term") unless either party gives the other
written notice of non-renewal at least 30 days prior to the expiration of
the Term or Renewal Term.


          (a)  BASE SALARY.  Company agrees to pay Employee an initial
     annual base salary of $110,000, before deducting all applicable
     withholdings which shall be payable in accordance with Company's
     standard executive payroll policies as they may be revised from time
     to time.  Upon the execution of this Agreement, Company also agrees to
     pay Employee 50,000 shares of Company's common stock.  Employee's
     annual base salary shall thereafter be subject to adjustment in
     accordance with Company's standard executive compensation policies,
     but in no event shall Employee's annual base salary be less than
     $110,000 per year during the Term or Renewal Term.

          (b)  INCENTIVE BONUS.  After commencing his duties as Chief
     Financial Officer/Vice President of Finance, Company's Executive
     Committee shall, at its option, design and present to the Board for
     review, adjustment and adoption, an incentive compensation program for
     key employees.  Employee shall be designated as a key employee and
     shall be entitled to participate in such program, and if financial
     targets established pursuant to the program are met, will be eligible
     to earn in any year an additional maximum amount of compensation in
     the form of stock, stock options and/or cash as determined by
     Company's Executive Committee.

          (c)  STOCK OPTIONS.  Upon the execution of this Agreement,
     Employee shall receive  stock options to acquire up to 250,000 shares
     of the Common Stock of the Company at a price equal to the greater of
     $2.50 per share or fifty percent (50%) of the public bid price of the
     Common Stock of the Company upon the date of the exercise of any or
     all of the stock options.  Such stock options shall be exercisable
     from the date Company commences trading on the Nasdaq Bulletin Board
     until the expiration of the Term, notwithstanding any termination
     during the Term pursuant to Section 6(c) herein.  The issuance of said
     stock options does not preclude Company from issuing to Employee
     additional stock options pursuant to a qualified or non-qualified

          (d)  DEDUCTIONS.  Company shall deduct from the payments made to
     Employee hereunder any federal, state or local withholding or other
     taxes or charges which Company is required to deduct under applicable
     law, and all amounts payable to Employee under this Agreement are
     stated before any such deductions.  Company shall have the right to
     rely upon written opinion of counsel if any questions arise as to any

     4.   BENEFITS.



          (a)  INSURANCE.  In addition to the compensation described above,
     while Employee is employed hereunder, Company shall pay for and
     provide Employee and his dependents with the same amount and type of
     health, medical and life insurance as is provided from time to time to
     executive officers of Company during the Term and  Renewal Term, if

          (b)  EXPENSE REIMBURSEMENT.  In addition to the compensation and
     benefits provided above, Company shall, upon prior approval of the
     Executive Committee and receipt of appropriate documentation,
     reimburse Employee each month for his reasonable travel, lodging and
     other ordinary and necessary business expenses consistent with
     Company's policies as in effect from time to time.

          (c)  RETIREMENT PLAN.  In addition to the compensation and
     benefits provided above, Company shall pay for and provide Employee a
     retirement or pension plan as is provided from time to time to
     executive officers of Company during the Term and Renewal Term, if

     5.   VACATION.  Employee shall be entitled to vacation with pay in
accordance with Company's vacation policy as in effect from time to time. 
In addition, Employee shall be entitled to such holidays as Company may
approve for its executive personnel.

     6.   TERMINATION.  The Board may terminate Employee's employment by
Company prior to the expiration of the Term or Renewal Term in the manner
provided in either Section 6(a) or Section 6(b).  Additionally, if notice
of non-renewal is given pursuant to Section 2, the term of employment shall
expire at the end of the Term and Employee shall be entitled to
compensation as provided in Section 6(e).

          (a)  FOR CAUSE.  Company may terminate this Agreement for cause
     upon written notice to the Employee stating the facts constituting
     such cause, provided that Employee shall have 10 days following such
     notice to cure any conduct or act, if curable, alleged to provide
     grounds for termination for cause hereunder.  In the event of
     termination for cause, any unexercised stock options granted pursuant
     to Section 3(c) shall automatically expire, and Company shall be
     obligated to pay Employee only the salary due him through the date of
     termination pursuant to Section 3(a).  Cause shall include material
     neglect of duties, failure to abide by ethical and good faith
     instructions or policies from or set by the Board, conviction of a
     felony or serious misdemeanor offense or pleading guilty or NOLO
     CONTENDERE to same, the commission by Employee of an act of dishonesty
     or moral turpitude, Employee's breach of this Agreement, breach by
     Employee of any other material obligation to Company, or upon the
     bankruptcy, receivership, dissolution or cessation of business of

          (b)  WITHOUT CAUSE.  Any termination of Employee by Company for
     any other reason than for cause shall constitute a termination without
     cause.  Any termination resulting from a Change of Control as defined
     below shall constitute a termination without cause without the
     necessity of written notice to Employee.  Upon termination under this
     Section 6(b), Company shall (i) pay to Employee his base salary at the
     time of termination due him through the date of the expiration of the
     Term, or Renewal Term, if applicable; and (ii) within 60 days after
     the end of the fiscal year in which termination pursuant to this
     Section 6(b) occurs, Employee shall be entitled to receive a
     separation payment as defined below.

          (c)  DISABILITY.  If during the Term, or Renewal Term, if
     applicable, Employee fails to perform his duties hereunder because of
     physical or mental illness or other incapacity for a period of two
     consecutive months, or for 45 days during any 120-day period, Company



shall have the right to terminate this Agreement without further obligation
hereunder except for any bonus amount payable in accordance with this
Section 6(c) and any amounts payable pursuant to disability plans generally
applicable to executive employees.  Company shall provide Employee with
notice of commencement of the disability period, which period cannot
commence more than seven (7) days prior  to the date of the notice.  If
there is any dispute as to whether Employee is or was physically or
mentally disabled under this Agreement, or whether his disability has
ceased and he is able to resume his duties, such question shall be
submitted to a licensed physician agreed upon by the parties.  Employee
shall submit to such examinations and provide information as such physician
may request, and the determination of such physician as to Employee's
physical or mental condition shall be binding and conclusive on the
parties.  Company agrees to pay the cost of any such physician's services,
tests and examinations.

          (d)  DEATH.  If Employee dies during the Term, or Renewal Term,
     if applicable, this Agreement shall terminate immediately, and the
     Employee's legal representatives shall be entitled to receive the base
     salary due the Employee through the last day of the calendar month in
     which his death shall have occurred and any other death benefits
     generally applicable to executive employees.

          (e)  CHANGE OF CONTROL.  For purposes of this Agreement (except
     to the extent governed or affected by Section 280G of the Internal
     Revenue Code of 1986, as amended (the "Code")), "Change in Control"
     shall be deemed to have occurred if the conditions set forth in any
     one of the following paragraphs shall have been satisfied:

               i)   Any "person" (as such term is used in Section 13(d) and
          14(d)) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act") or "persons" acting in concert, is or becomes the
          "beneficial owner" (as defined in Rule 13d-3 under the Exchange
          Act), directly or indirectly, of securities of the Company
          representing twenty-five percent (25%) or more of the combined
          voting power of Company's then outstanding securities, provided
          that the term "person" for purposes of this Section 6(f)(i) shall
          exclude Company or any trustee or other fiduciary holding
          securities under an employee benefit plan of Company; or

               ii)  The stockholders of Company approve an acquisition
          and/or merger or consolidation of Company with any other
          corporation, other than (A) an acquisition and/or a merger or
          consolidation which would result in the voting securities of
          Company outstanding immediately prior thereto continuing to
          represent (either by remaining outstanding or by being converted
          into voting securities of the surviving entity), in combination
          with the ownership of any trustee or other fiduciary holding
          securities under an employee benefit plan of Company, at least
          seventy percent (70%) of the combined voting power of the voting
          securities of Company or such surviving entity outstanding
          immediately after such merger or consolidation, or (B) an
          acquisition and/or merger or consolidation effected to implement
          a recapitalization of Company (or similar transaction) in which
          no person acquires more than fifty percent (50%) of the combined
          voting power of Company's then outstanding securities; or



               iii) The stockholders of Company approve a plan of complete
          liquidation of Company or an agreement for the sale or
          disposition by Company of all or substantially all Company's

          (f)  Separation Payment.  i)  For purposes of this Agreement,
               "Separation Payment" means a payment equal to 2.99 times the
               Employee's annual base salary at the time of termination,
               subject to the limitations in (6)(g)(ii), below.

               ii)  If the Separation Payment plus any other severance
          benefits or any other payments or benefits received or to be
          received by Employee from the Company (whether payable pursuant
          to the terms of this Agreement or pursuant to any other plan,
          agreement or arrangement with the Company or any corporation
          ("Affiliate") affiliated with the Company within the meaning of
          Section 1504 of the Code (collectively, "Severance Benefits"), in
          the opnion of tax counsel selected by the Company and acceptable
          to Employee, constitute "parachute payments" within the meaning
          of Section 280G (b)(2) of the Code, and the present value of such
          "parachute payments" equals or exceeds three times the average of
          the annual compensation payable to Employee by the Company (or an
          Affiliate) and includable in Employee's gross income for federal
          income tax purposes for the five years preceding the year in
          which the Employee was terminated without cause under Section
          6(b) of this Agreement (including, without limitation, a
          termination without cause upon a Change of Control) ("Base
          Amount"), if, but only if Employee so elects in writing, such
          Severance Benefits shall be reduced to an amount the present
          value of which (when combined with the present value of any other
          payments or benefits otherwise received or to be received by
          Employee from the Company or an Affiliate that are deemed
          "parachute payments") is equal to 2.99 times the Base Amount,
          notwithstanding any other provision to the contrary in this
          Agreement.  However, the Severance Benefits shall not be reduced
          if in the opinion of such tax counsel, the Severance Benefits (in
          their full amount or as partially reduced, as the case may be)
          plus all other payments or benefits which constitute "parachute
          payments" within the meaning of Section 280G (b)(2) of the Code
          are reasonable compensation for services actually rendered,
          within the meaning of Section 280G (b)(4) of the Code, and such
          payments are deductible by the Company.  The Base Amount shall
          include every type and form of compensation includable in
          Employee's gross income in respect of his employment by the
          company (or an Affiliate), except to the extent otherwise
          provided in temporary or final regulations promulgated under
          Section 280G (b) of the Code.  For purposes of this Section  6
          (g)(ii), a "change in ownership or control" shall have the
          meaning set forth in Section 280G (b) of the Code and any
          temporary or final regulations promulgated thereunder.  The
          present value of any non-cash benefit or any deferred cash
          payment shall be determined by the Company's independent auditors
          in accordance with the principles of Sections 280G (d)(3) and (4)
          of the Code.

               iii) Employee shall have the right to request that the
          Company obtain a ruling from the Internal Revenue Service
          ("Service") as to whether any or all payments or benefits
          determined by such tax counsel are, in the view of the Service,
          "parachute payments" under Section 280G.  If a ruling is sought
          pursuant to executive's request, no Severance Benefits payable
          under this Agreement shall be made to Employee to the extent they
          would exceed 2.99 times the Base Amount until after 15 days from
          the date of such ruling.  For purposes of this Section 6,



          and the Company agree to be bound by the Service's ruling as to
          whether payments constitute "parachute payments" under Section
          280G.  If the Service declines, for any reason, to provide the
          ruling requested, the tax counsel's opinion provided with respect
          to what payments or benefits constitute "parachute payments"
          shall control, and the period during which the excessive portion
          of the Severance Benefits may be deferred shall be extended to a
          date 15 days from the date of the Service's notice indicating
          that no ruling would be forthcoming.

               iv)  If Section 280G, or any successor statute, is repealed,
          this Section 6(g) shall cease to be effective on the effective of
          such repeal.  The parties to this Agreement recognize that final
          regulations under Section 280G of the Code may affect the amounts
          that may be paid under this Agreement and agree that, upon
          issuance of such final regulations this Agreement may be modified
          as in good faith deemed necessary in light of the provisions of
          such regulations to achieve the purposes of this Agreement, and
          that consent to such modifications shall not be unreasonably


          (a)  CONFIDENTIAL INFORMATION.  Employee acknowledges that
     Employee may receive, or contribute to the production of, Confidential
     Information.  For purposes of this Agreement, Employee agrees that
     "Confidential Information" shall mean information or material
     proprietary to Company or designated as Confidential Information by
     Company and not generally known by non-Company personnel, which
     Employee develops or of or to which Employee may obtain knowledge or
     access through or as a result of Employee's relationship with Company
     (including information conceived, originated, discovered or developed
     in whole or in part by Employee).  Confidential Information includes,
     but is not limited to, the following types of information and other
     information of a similar nature (whether or not reduced to writing)
     related to Company's business:  discoveries, inventions, ideas,
     concepts, research, development, processes, procedures, "know-how",
     formulae, marketing techniques and materials, marketing and
     development plans, business plans, customer names and other
     information related to customers, price lists, pricing policies,
     financial information, employee compensation, and computer programs
     and systems.  Confidential Information also includes any information
     described above which Company obtains from another party and which
     Company treats as proprietary or designates as Confidential
     Information, whether or not owned by or developed by Company. 
     Employee acknowledges that the Confidential Information derives
     independent economic value, actual or potential, from not being
     generally known to, and not being readily ascertainable by proper
     means by, other persons who can obtain economic value from its
     disclosure or use.  Information publicly known without breach of this
     Agreement that is generally employed by the trade at or after the time
     Employee first learns of such information, or generic information or
     knowledge which Employee would have learned in the course of similar
     employment or work elsewhere in the trade, shall not be deemed part of
     the Confidential Information.  Employee further agrees:

               i)   To furnish Company on demand, at any time during or
          after employment, a complete list of the names and addresses of
          all present, former and potential customers and other contacts
          gained while an employee of Company in Employee's possession,
          whether or not in the possession or within the knowledge of



               ii)  that all notes, memoranda, documentation and records in
          any way incorporating or reflecting any Confidential Information
          shall belong exclusively to Company, and Employee agrees to turn
          over all copies of such materials in Employee's control to
          Company upon request or upon termination of Employee's employment
          with Company;

               iii) that while employed by Company and thereafter Employee
          will hold in confidence and not directly or indirectly reveal,
          report, publish, disclose or transfer any of the Confidential
          Information to any person or entity, or utilize any of the
          Confidential Information for any purpose, except in the course of
          Employee's work for Company; and

               iv)  that any idea in whole or in part conceived of or made
          by Employee during the term of his employment, consulting, or
          similar relationship with Company which relates directly or
          indirectly to Company's current or planned lines of business and
          is made through the use of any of the Confidential Information of
          Company or any of Company's equipment, facilities, trade secrets
          or time, or which results from any work performed by Employee for
          Company, shall belong exclusively to Company and shall be deemed
          a part of the Confidential Information for purposes of this
          Agreement.  Employee hereby assigns and agrees to assign to
          Company all rights in and to such Confidential Information
          whether for purposes of obtaining patent or copyright protection
          or otherwise.  Employee shall acknowledge and deliver to Company,
          without charge to Company (but at its expense) such written
          instruments and do such other acts, including giving testimony in
          support of Employee's authorship or inventorship, as the case may
          be, necessary in the opinion of Company to obtain patents or
          copyrights or to otherwise protect or vest in Company the entire
          right and title in and to the Confidential Information.

          (b)  NON-COMPETITION.  During the Term, Employee agrees that he
     shall not enter into or engage, directly or indirectly, whether on his
     own account or as a shareholder (other than as a less than 2%
     shareholder of a publicly-held company), partner, joint venturer,
     employee, consultant, advisor, and/or agent, of any person, firm,
     corporation, or other entity, in any or all of the following

               i)   Engaging in Company Business in the United States;

               ii)  soliciting the past or existing customers, clients,
          suppliers, or business patronage of Company or any of its
          predecessors, affiliates or subsidiaries, or use any Confidential
          Information (as defined in Section 7(a)) for the purpose of, or
          which results in, competition with Company or any of its
          affiliates or subsidiaries;

               iii) soliciting the employment of any employees of Company
          or any of its affiliates or subsidiaries; and

               iv)  promoting or assisting, financially or otherwise, any
          person, firm, association, corporation, or other entity engaged
          in the Company Business in the United States.

          (c)  INJUNCTIONS.  It is agreed that the restrictions contained
     in this Section 7 are reasonable, but it is recognized that damages in
     the event of the breach of any of the restrictions will be difficult
     or impossible to ascertain; and, therefore, Employee agrees that,



     in addition to and without limiting any other right or remedy Company
     may have, Company shall have the right to an injunction against
     Employee issued by a court of competent jurisdiction enjoining any
     such breach without showing or proving any actual damage to Company.

          (d)  Employee also agrees, acknowledges, covenants, represents
     and warrants as follows:

               i)   That he has read and fully understands the foregoing
          restrictions and that he has consulted with a competent attorney
          regarding the uses and enforceability of restrictive covenants;

               ii)  that he is aware that there may be defenses to the
          enforceability of the foregoing restrictive covenants, based on
          time or territory considerations, and that he knowingly,
          consciously, intentionally and entirely voluntarily, irrevocably
          waives any and all such defenses and will not assert the same in
          any action or other proceeding brought by Company for the purpose
          of enforcing the restrictive covenants or in any other action or
          proceeding involving him and Company;

               iii) that he is fully and completely aware that, and further
          understands that, the foregoing restrictive covenants are an
          essential part of the consideration for Company entering into
          this Agreement and that Company is entering into this Agreement
          in full reliance on these acknowledgments, covenants,
          representations and warranties; and

               iv)  that the existence of any claim or cause of action by
          him against Company, if any, whether predicated upon this
          Agreement or otherwise, shall not constitute a defense to the
          enforcement by Company of the foregoing restrictive covenants
          which shall be litigated separately.

          (e)  If period of time and/or territory described above are
     nevertheless held to be in any respect an unreasonable restriction
     (after giving due consideration to the provisions of Section 7(d)
     above), then it is agreed that the court so holding may reduce the
     territory to which the restriction pertains or the period of time in
     which it operates or may reduce both such territory and such period,
     to the minimum extent necessary to render such provision enforceable.

          (f)  The obligations described in this Section 7 shall survive
     any termination of this Agreement or any termination of the employment
     relationship created hereunder for the maximum period of time said
     obligations may be legally enforced.


          (a)  Employee agrees that all inventions, discoveries,
     developments, improvements, ideas, distinctive marks, symbols or
     phrases, copyrightable creations, works of authorship, mask works and
     other contributions including but not limited to software,
     advertising, design, artwork, manuals and writings (collectively
     referred to as "Creations"), whether or not protectable by statute,
     which have been, or are in the future conceived, created, made,
     developed or acquired by Employee, either individually or jointly,
     while employee is retained by Company and relate in any manner to
     Employee's work for Company, the research or business of Company or
     fields into which the business of



     Company may extend, belong to Company.  Employee hereby sells, assigns
     and transfers to Company exclusively and irrevocably, without further
     compensation, all ownership, title and rights in and to all of the
     Creations.  Employee further agrees to promptly and fully disclose the
     Creations to Company in writing, if requested by Company, and to
     execute and deliver any and all lawful applications, assignments and
     other documents which Company requests for protecting the Creations in
     the United States or any other country.  Company shall have the full
     and sole power to prosecute such applications and to take all other
     actions concerning the Creations, and Employee agrees to cooperate
     fully, at the expense of Company, in the preparation and prosecution
     of all such applications and any legal actions and proceedings
     concerning the Creations.

          (b)  Employee agrees and warrants that the Creations will be
     Employee's original work and will not improperly or illegally
     incorporate any material created by or belonging to others.

          (c)  Employee agrees to and does hereby sell, assign, convey and
     transfer to Company any and all manuscripts, programs, writings,
     pictorial materials, originals, camera-ready copies, and all drafts
     and notes of the Creations, regardless of the media in which they
     might exist, and to provide these materials to Company promptly
     whenever requested by Company and upon completion of the Agreement,
     and to execute documents, give testimony and otherwise cooperate fully
     with Company to establish and/or confirm Company's ownership, patent,
     copyright and/or trademark rights concerning the Creations.

          (d)  Without diminishing in any way the rights granted to Company
     above, if a Creation is described in a patent, copyright or trademark
     application, or is disclosed to a third party by Employee within two
     (2) years after Employee's employment with Company is terminated,
     Employee agrees that it is to be presumed that the Creation was
     conceived, created, made, developed or acquired by Employee during the
     period of his employment with Company, unless Employee can prove
     otherwise by clear and convincing evidence.

     9.   GOVERNING LAW AND VENUE.  Arizona law shall govern the
construction and enforcement of this Agreement and the parties agree that
any litigation pertaining to this Agreement shall be in courts located in
Maricopa County, Arizona.

     10.  CONSTRUCTION.  The language in all parts of this Agreement shall
in all cases be construed as a whole according to its fair meaning and not
strictly for nor against any party.  The Section headings contained in this
Agreement are for reference purposes only and will not affect in any way
the meaning or interpretation of this Agreement.  All terms used in one
number or gender shall be construed to include any other number or gender
as the context may require.  The parties agree that each party has reviewed
this Agreement and has had the opportunity to have counsel review the same
and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in the interpretation
of this Agreement or any amendment or any exhibits thereof.

RIGHTS.  The obligations, rights and benefits of Employee hereunder are
personal and may not be delegated, assigned or transferred in any manner
whatsoever, nor are such obligations, rights or benefits subject to
involuntary alienation, assignment or transfer.  Upon reasonable notice to
Employee, Company may transfer Employee to an affiliate of Company, which
affiliate shall assume the obligations of Company under this Agreement. 
This Agreement shall be assigned automatically to any entity merging with
or acquiring Company or its business.



     12.  ASSIGNMENT.  This Agreement and the respective rights, duties and
obligations of Employee hereunder may not be assigned or delegated by

     13.  SEVERABILITY.  In the event any term or provision of this
Agreement is declared by a court of competent jurisdiction to be invalid or
unenforceable for any reason, this Agreement shall remain in full force and
effect, and either (a) the invalid or unenforceable provision shall be
modified to the minimum extent necessary to make it valid and enforceable
or (b) if such a modification is not possible, this Agreement shall be
interpreted as if such invalid or unenforceable provision were not a part

     14.  ATTORNEYS' FEES.  Except as otherwise provided herein, in the
event any party hereto institutes an action or other proceeding to enforce
any rights arising out of this Agreement, the party prevailing in such
action or other proceeding shall be paid all reasonable costs and
attorneys' fees by the non-prevailing party, such fees to be set by the
court and not by a jury and to be included in any judgment entered in such

     15.  CONSIDERATION.  It is expressly understood and agreed that this
document sets forth the entire consideration for this Agreement, and that
said consideration for this Agreement is contractual and not a mere

     16.  CONSTRUCTION.  This Agreement is a negotiated agreement and any
documents delivered pursuant hereto shall be construed without regard to
the identity of the persons or entities who or which drafted the various
provisions thereof.  Every provision of this Agreement and such other
employment-related documents shall be construed as though all parties
participated equally in the drafting thereof.  Any legal rule of
construction that a document is to be construed against the drafting party
shall not be applicable and is expressly waived by Company and Employee.

     17.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, all such counterparts shall be deemed to constitute one and
the same instrument, and each of said counterparts shall be deemed an
original hereof.

     18.  CAPTIONS.  The captions used in this Agreement are inserted for
convenience only and shall not affect the meaning or construction of this

     19.  NOTICES.   All notices required or permitted hereunder shall be
in writing and shall be deemed duly given upon receipt if either personally
delivered, sent by certified mail, return receipt requested, or sent by a
nationally-recognized overnight courier service, addressed to the parties
as follows:

     If to Company:      Renaissance Group International, Ltd.
     -------------       7501 N. 16th Street, Suite 200
                         Phoenix, Arizona  85020
                         Attn:  President

     If to Employee:     John Williams
     --------------      4102 N. Ranier
                         Mesa, AZ 85215

or to such other address as any party may provide to the other in
accordance with this Section.



     20.  ENTIRE AGREEMENT.  This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof
(i.e., Employee's employment by Company) and supersedes all prior or
contemporaneous understandings or agreements in regard thereto; provided,
however, that (except as otherwise set forth herein) this Agreement shall
not affect or supersede any rights of Company under any other contracts or
other agreements between or otherwise involving the parties, any
restrictive covenants or any similar agreements.  No modification or
addition to this Agreement shall be valid unless in writing, specifically
referring to this Agreement and signed by all parties hereto.  No waiver of
any rights under this Agreement shall be valid unless in writing and signed
by the party to be charged with such waiver.  No waiver of any term or
condition contained in this Agreement shall be deemed or construed as a
further or continuing waiver of such term or condition, unless the waiver
specifically provides otherwise.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the
16th day of March, 1998.

LTD, a Nevada corporation

By: /s/ KEVIN JONES                     /s/ JOHN WILLIAMS
   ----------------------------------   ---------------------------------
 Its: President                         John Williams