Offer for Independent Contractor Services - MDI of Arizona and Renaissance International Group Ltd.
Via Facsimile
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February 3, 1998
Dean Norris
MDI of Arizona
15229 N. 52nd Pl.
Scottsdale, AZ 85252
Fax: 494-8338
RE: Offer for Independent Contractor Services
Dear Dean:
The following sets forth our mutual understanding upon which MDI of Arizona
("MDI") shall render independent contractor services to Renaissance
International Group, Ltd., an Arizona corporation ("RIGL") in connection
with the evaluation, management and marketing of medical practitioners for
RIGL's management service organization network.
The term of this agreement will commence upon the date hereof and shall
terminate on the 31st day of July, 1998 (the "Term"). On the first day of
each month of the Term, RIGL shall pay to MDI a fee in the amount of
$10,000 in consideration for MDI's services. Such services shall include,
but shall not be limited to, locating and evaluating physician practices
for purposes of inclusion into RIGL's management service organization
network. In addition, MDI shall provide day to day management and
marketing services to those physician practices which affiliate with RIGL's
management service organization network.
RIGL shall provide MDI with a marketing budget of $12,500. RIGL shall have
the right to pre-approve any expenditures with respect to this budget, and
shall have the right to approve any marketing and advertising materials
developed by MDI.
RIGL shall pay MDI's reasonable and necessary expenses up to $4,000 per
month during the Term. All expenses must be pre-approved by RIGL and
receipts must be submitted to RIGL to obtain reimbursement.
For each physician practice that MDI affiliates with the management service
organization network, MDI shall receive 4,000 shares of common stock of
RIGL, along with an additional fee of $500 per month. In the event that
MDI is successful in affiliating at least thirty (30) physician practices
with the management services organization network during the Term, RIGL
shall purchase MDI for shares of common stock of RIGL at a price which
shall be determined by a third party independent evaluation at the end of
the Term. In the event RIGL purchases MDI, MDI's principals shall be
offered employment contracts with RIGL on terms commensurate with those of
other executives of RIGL.
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If the above terms set forth your understanding, please countersign below.
Once executed, this agreement shall constitute a legally binding contract
between the parties hereto, and enforceable under the laws of the State of
Arizona.
We look forward to working with you. If you have any questions, please do
not hesitate to contact the undersigned.
In this we remain,
Renaissance International Group, Ltd. Accepted and Agreed to:
MDI of Arizona
/s/ WILLIAM D. O'NEAL /s/ DEAN NORRIS
per: -------------------------------- ---------------------------------
William D. O'Neal, VP of Business By: Dean Norris
Affairs/General Counsel Its President