Sample Business Contracts

Offer to Purchase Medasys System/Independent Contractor Relationship - Renaissance International Group Ltd. and Martin Neumann

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Via Facsimile

February 5, 1998

Herr Martin Neumann
Wallbergstr. 3
82024 Taufkirchen

RE:  Offer to Purchase Medasys System/Independent Contractor Relationship

Dear Herr Neumann:

We are pleased to make the following offer to you to purchase the worldwide
exclusive rights (exclusive of Germany, Austria, and Switzerland) to your
Medasys system.

1.   You shall a receive a cash payment of $65,000 US, along with shares of
     common stock of Renaissance International Group, Ltd. ("RIGL") equal
     in value to  $500,000 US, in consideration for your irrevocable
     assignment of all right, title and interest in and to the perpetual
     worldwide exclusive rights (excluding Germany, Austria and
     Switzerland) to your medical software system known as "Medasys".  The
     value of the shares shall be determined by averaging the highest bid
     and ask price on the OTC Electronic Bulletin Board Trading System
     during the period commencing upon the execution of this agreement and
     terminating upon the end of trading of the twentieth day thereafter. 
     Fifty percent (50%) of the shares you receive shall be restricted from
     transfer for a period of two (2) years, and the remaining fifty
     percent (50%) of the shares you receive shall be restricted from
     transfer for a period of one year from the date of issuance.

2.   RIGL shall also engage you, initially upon an independent contractor
     basis, to assist with the further development and translation of the
     Medasys system, with the intention of integrating you as an employee
     into our company once we are able to obtain an United States work visa
     on your behalf.  Your independent contractor relationship shall be for
     a term of three (3) years commencing upon your acceptance of this
     agreement, with the understanding that said agreement shall form the
     basis of an employment agreement at such time RIGL is able to obtain
     the required work permit in the U.S.  At such time,  you shall be
     entitled to all the benefits associated with employee status,
     including medical and dental insurance and participation in the
     company retirement plan.  While an independent contractor, you shall
     receive $5,000 US per month for your services.  Further, you will be
     entitled to a bonus equal to four percent (4%) of the first $1,000,000
     of net income generated from site/server licenses, and thereafter
     three percent (3%) of net income generated from site/server licenses
     until you have received a total of $255,000.  You shall then receive
     a bonus of one percent (1%) of the net income generated from
     site/server licenses for an additional seven (7) years.  Such payments
     shall be made within ninety (90) days of year end.  In addition, RIGL
     shall pay all reasonable travel expenses to and from the United
     States, along with expenses related to your accommodations and meals
     during your stay in Arizona.  As an independent contractor, you shall
     remain responsible for the payment of all applicable taxes and
     withholding until such time as you become an employee of RIGL.


If the terms of this agreement are acceptable to you, please countersign
below and return an executed copy to care of the undersigned.  We shall
prepare a formal assignment document setting forth the above terms, and
other standard and customary terms mutually acceptable to the parties.  The
effectiveness of this agreement and subsequent assignment shall be
contingent upon approval of the Board of Directors of RIGL.

In the interim, if you have any questions, please do not hesitate to
contact the undersigned.  We look forward to working with you.

In this we remain,

Renaissance International Group, Ltd.

     William D. O'Neal, VP of Business
      Affairs/General Counsel

CC:  Tennessee Webb
     Walter Vogel
                                        Read, accepted and understood this
                                        6th day of February, 1998

                                        /s/ MARTIN NEUMANN
                                        Martin Neumann